Schedule 13D Amendment No. 1

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FCJ1FXKWJssu3vIyD2z+RP8+elo609MZF0OR88J1eiskybmMj1y39wWREFEEu67M 5cH0VacGaN32Fi2nDf4tRg== 0001193125-06-126864.txt : 20060608 0001193125-06-126864.hdr.sgml : 20060608 20060608170007 ACCESSION NUMBER: 0001193125-06-126864 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060608 DATE AS OF CHANGE: 20060608 GROUP MEMBERS: QVT ASSOCIATES GP LLC GROUP MEMBERS: QVT FINANCIAL GP LLC GROUP MEMBERS: QVT FUND LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INHIBITEX, INC. CENTRAL INDEX KEY: 0001274913 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 742708737 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79900 FILM NUMBER: 06894573 BUSINESS ADDRESS: STREET 1: 9005 WESTSIDE PARKWAY CITY: ALPHARETTA STATE: GA ZIP: 30004 BUSINESS PHONE: 678-746-1100 MAIL ADDRESS: STREET 1: 9005 WESTSIDE PARKWAY CITY: ALPHARETTA STATE: GA ZIP: 30004 FORMER COMPANY: FORMER CONFORMED NAME: INHIBITEX INC DATE OF NAME CHANGE: 20031231 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QVT Financial LP CENTRAL INDEX KEY: 0001290162 IRS NUMBER: 113694008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-705-8800 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 Schedule 13D Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Inhibitex, Inc.

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

45719T103

(CUSIP Number)

Fati Sadeghi-Nejad, Esq.

General Counsel

QVT Financial LP

527 Madison Avenue, 8^th Floor, New York, NY 10022

(212) 705-8888

copies to: Knute J. Salhus, Esq.

Wilmer Cutler Pickering Hale and Dorr LLP

399 Park Avenue, New York, NY 10022

(212) 230-8800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 5, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)


CUSIP No. 45719T103


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

		QVT Financial LP 11-3694008
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) ¨
		(b) x
3.		SEC Use Only

4.		Source of Funds (See Instructions)

		OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)


6.		Citizenship or Place of Organization

		Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power

		0
		8. Shared Voting Power

		1,806,963 shares of common stock
		9. Sole Dispositive Power

		0
		10. Shared Dispositive Power

		1,806,963 shares of common stock


11.		Aggregate Amount Beneficially Owned by Each Reporting Person

		1,806,963 shares of common stock
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.		Percent of Class Represented by Amount in Row (11)

		5.97%
14.		Type of Reporting Person (See Instructions)

		PN

Page 2 of 11


CUSIP No. 45719T103


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

		QVT Financial GP LLC 11-3694007
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) ¨
		(b) x
3.		SEC Use Only

4.		Source of Funds (See Instructions)

		OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)


6.		Citizenship or Place of Organization

		Delaware


Number of Shares Beneficially by Owned by Each Reporting Person With		7. Sole Voting Power

		0
		8. Shared Voting Power

		1,806,963 shares of common stock
		9. Sole Dispositive Power

		0
		10. Shared Dispositive Power

		1,806,963 shares of common stock


11.		Aggregate Amount Beneficially Owned by Each Reporting Person

		1,806,963 shares of common stock
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.		Percent of Class Represented by Amount in Row (11)

		5.97%
14.		Type of Reporting Person (See Instructions)

		OO

Page 3 of 11


CUSIP No. 45719T103


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

		QVT Fund LP 98-0415217
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) ¨
		(b) x
3.		SEC Use Only

4.		Source of Funds (See Instructions)

		OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)


6.		Citizenship or Place of Organization

		Cayman Islands


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power

		0
		8. Shared Voting Power

		1,528,044 shares of common stock
		9. Sole Dispositive Power

		0
		10. Shared Dispositive Power

		1,528,044 shares of common stock


11.		Aggregate Amount Beneficially Owned by Each Reporting Person

		1,528,044 shares of common stock
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.		Percent of Class Represented by Amount in Row (11)

		5.05%
14.		Type of Reporting Person (See Instructions)

		PN

Page 4 of 11


CUSIP No. 45719T103


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

		QVT Associates GP LLC 01-0798253
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) ¨
		(b) x
3.		SEC Use Only

4.		Source of Funds (See Instructions)

		OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)


6.		Citizenship or Place of Organization

		Delaware


Number of Shares Beneficially by Owned by Each Reporting Person With		7. Sole Voting Power

		0
		8. Shared Voting Power

		1,528,044 shares of common stock
		9. Sole Dispositive Power

		0
		10. Shared Dispositive Power

		1,528,044 shares of common stock


11.		Aggregate Amount Beneficially Owned by Each Reporting Person

		1,528,044 shares of common stock
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.		Percent of Class Represented by Amount in Row (11)

		5.05%
14.		Type of Reporting Person (See Instructions)

		OO

Page 5 of 11

This Amendment No. 1 amends and supplements the Schedule 13D originally filed by QVT Financial LP and QVT Financial GP LLC on May 17, 2006 relating to the common stock, $.001 par value per share (the “Common Stock”) of Inhibitex, Inc. (the “Issuer”). Except as expressly set forth herein, there have been no changes in the information set forth in the Schedule 13D.

Item 2. Identity and Background

(a) – (c). This Schedule 13D is filed by QVT Financial LP, a Delaware limited partnership (“QVT Financial”), its general partner, QVT Financial GP LLC, a Delaware limited liability company, QVT Fund LP, a Cayman Islands limited partnership (the “Fund”), and its general partner, QVT Associates GP LLC, a Delaware limited liability company. The principal executive offices of QVT Financial, QVT Financial GP LLC and QVT Associates GP LLC are located at 527 Madison Avenue, 8th Floor, New York, New York 10022. The Fund’s registered address is c/o Walkers SPV, Walkers House, P.O. Box 908GT, Mary Street, George Town, Grand Cayman, Cayman Islands. The Fund’s principal business is investment in securities. QVT Financial’s principal business is investment management and it acts as the investment manager for the Fund and its several ‘feeder’ funds. QVT Financial is also the investment manager for a separate discretionary account managed for Deutsche Bank AG (the “Separate Account”). QVT Financial has the power to direct the vote and disposition of the Common Stock held by each of the Fund and the Separate Account.

Daniel Gold, Lars Bader, Nicholas Brumm and Tracy Fu (the “Covered Persons”) are the managing members of QVT Financial GP LLC and QVT Associates GP LLC. The business addresses and principal occupations of each of the Covered Persons are set forth in Appendix A attached hereto, which is incorporated herein by reference. The business address of each Covered Person is also the address of the principal employer of such Covered Person. Each of the Covered Persons is a citizen of the United States.

(d) and (e). During the last five years, none of QVT Financial, QVT Financial GP LLC, the Fund, QVT Associates GP LLC or any of the Covered Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violations with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The shares of Common Stock covered by this Schedule 13D were purchased by the Fund and the Separate Account between April 4, 2006 and June 7, 2006 for approximately $4.2 million. The source of funds for the purchases was cash available for investment held by the Fund and the Separate Account.

Item 4. Purpose of Transaction

All of the shares of Common Stock reported herein were acquired for investment purposes. The reporting persons review on a continuing basis the investment in the Issuer. Based on such review and depending on the price and availability of the Issuer’s securities, the reporting persons may acquire, or cause to be acquired, additional securities of the Issuer, in the open market or otherwise, dispose of, or cause to be disposed, such securities, in the open market or otherwise, at any time, or formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of QVT Financial, the Fund, the Separate Account, the Issuer’s business, financial condition and operating results, general market and industry conditions or other factors.

As part of the ongoing evaluation of this investment and investment alternatives, the reporting persons may consider transactions of the type described in subparagraphs (a) through (j) of Item 4 of the Instructions to Schedule 13D and, subject to applicable law, may formulate a plan with respect to such matters. In addition, from time to time, the reporting persons may hold discussions with or make formal proposals to management or the board of directors of the Issuer, other stockholders of the Issuer or other third parties regarding such matters.

Item 5. Interest in Securities of the Issuer

(a) and (b). The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. QVT Financial is the investment manager for the Fund, which beneficially owns 1,528,044 shares of Common Stock. QVT Financial is also the investment manager for the Separate Account, which holds 278,919 shares of Common Stock. QVT Financial has the power to direct the vote and disposition of the Common Stock held by each of the Fund and the Separate Account. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 1,806,963 shares of Common Stock, consisting of the shares owned by the Fund and the shares held in the Separate Account.

QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial.

The Fund beneficially owns 1,528,044 shares of Common Stock. QVT Associates GP LLC, as General Partner of the Fund, may be deemed to beneficially own the same number of shares of Common Stock reported by the Fund.

The Covered Persons, as managing members of QVT Financial GP LLC and QVT Associates GP LLC, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial and the Fund.

Each of QVT Financial, QVT Financial GP LLC and the Covered Persons disclaim beneficial ownership of the shares of Common Stock owned by the Fund and the shares of Common Stock held in the Separate Account. QVT Associates GP LLC disclaims beneficial ownership of the shares of Common Stock owned by the Fund, except to the extent of its pecuniary interest therein.

Page 6 of 11

(c) The reported share amounts for QVT Financial, QVT Financial GP LLC, the Fund and QVT Associates GP LLC reflect amounts as of June 7, 2006. The Fund and Separate Account effected the following transactions in the Common Stock during the past 60 days:

•

The Fund purchased 7,625 shares of Common Stock, and the Separate Account purchased 1,275 shares of Common Stock in the open market on June 7, 2006 at a price of $1.949 per share.

•

The Fund purchased 1,885 shares of Common Stock, and the Separate Account purchased 315 shares of Common Stock in the open market on June 6, 2006 at a price of $1.949 per share.

•

The Fund purchased 12,305 shares of Common Stock, and the Separate Account purchased 2,058 shares of Common Stock in the open market on June 5, 2006 at a price of $1.952 per share.

•

The Fund purchased 19,104 shares of Common Stock, and the Separate Account purchased 3,196 shares of Common Stock in the open market on June 2, 2006 at a price of $1.919 per share.

•

The Fund purchased 16,106 shares of Common Stock, and the Separate Account purchased 2,694 shares of Common Stock in the open market on June 1, 2006 at a price of $1.908 per share.

•

The Fund purchased 3,513 shares of Common Stock, and the Separate Account purchased 587 shares of Common Stock in the open market on May 30, 2006 at a price of $1.980 per share.

•

The Fund purchased 4,198 shares of Common Stock, and the Separate Account purchased 702 shares of Common Stock in the open market on May 25, 2006 at a price of $1.961 per share.

•

The Fund purchased 30,926 shares of Common Stock, and the Separate Account purchased 5,174 shares of Common Stock in the open market on May 22, 2006 at a price of $1.889 per share.

•

The Fund purchased 24,587 shares of Common Stock, and the Separate Account purchased 4,113 shares of Common Stock in the open market on May 19, 2006 at a price of $1.929 per share.

•

The Fund purchased 21,845 shares of Common Stock, and the Separate Account purchased 3,655 shares of Common Stock in the open market on May 18, 2006 at a price of $1.931 per share.

•

The Fund purchased 514 shares of Common Stock, and the Separate Account purchased 86 shares of Common Stock in the open market on May 17, 2006 at a price of $1.957 per share.

•

The Fund purchased 10,452 shares of Common Stock, and the Separate Account purchased 1,748 shares of Common Stock in the open market on May 16, 2006 at a price of $1.997 per share.

•

The Fund purchased 12,850 shares of Common Stock, and the Separate Account purchased 2,150 shares of Common Stock in the open market on May 15, 2006 at a price of $2.014 per share.

•

The Fund purchased 22,616 shares of Common Stock, and the Separate Account purchased 3,784 shares of Common Stock in the open market on May 12, 2006 at a price of $1.988 per share.

•

The Fund purchased 79,927 shares of Common Stock, and the Separate Account purchased 13,373 shares of Common Stock in the open market on May 11, 2006 at a price of $1.992 per share.

•

The Fund purchased 14,050 shares of Common Stock, and the Separate Account purchased 2,350 shares of Common Stock in the open market on May 9, 2006 at a price of $2.131 per share.

•

The Fund purchased 5,226 shares of Common Stock, and the Separate Account purchased 874 shares of Common Stock in the open market on May 8, 2006 at a price of $2.123 per share.

•

The Fund purchased 39,578 shares of Common Stock, and the Separate Account purchased 6,622 shares of Common Stock in the open market on May 5, 2006 at a price of $2.091 per share.

•

The Fund purchased 11,651 shares of Common Stock, and the Separate Account purchased 1,949 shares of Common Stock in the open market on May 4, 2006 at a price of $2.033 per share.

•

The Fund purchased 29,957 shares of Common Stock, and the Separate Account purchased 5,143 shares of Common Stock in the open market on May 3, 2006 at a price of $2.019 per share.

•

The Fund purchased 15,021 shares of Common Stock, and the Separate Account purchased 2,579 shares of Common Stock in the open market on April 28, 2006 at a price of $2.009 per share.

•

The Fund purchased 24,921 shares of Common Stock, and the Separate Account purchased 4,279 shares of Common Stock in the open market on April 24, 2006 at a price of $2.029 per share.

•

The Fund purchased 28,335 shares of Common Stock, and the Separate Account purchased 4,865 shares of Common Stock in the open market on April 21, 2006 at a price of $2.005 per share.

•

The Fund purchased 40,369 shares of Common Stock, and the Separate Account purchased 6,931 shares of Common Stock in the open market on April 20, 2006 at a price of $2.061 per share.

•

The Fund purchased 15,875 shares of Common Stock, and the Separate Account purchased 2,725 shares of Common Stock in the open market on April 19, 2006 at a price of $1.999 per share.

•

The Fund purchased 33,553 shares of Common Stock, and the Separate Account purchased 6,347 shares of Common Stock in the open market on April 13, 2006 at a price of $2.013 per share.

Page 7 of 11

•

The Fund purchased 177,353 shares of Common Stock, and the Separate Account purchased 33,547 shares of Common Stock in the open market on April 12, 2006 at a price of $1.997 per share.

•

The Fund purchased 97,969 shares of Common Stock, and the Separate Account purchased 18,531 shares of Common Stock in the open market on April 11, 2006 at a price of $2.059 per share.

•

The Fund purchased 21,528 shares of Common Stock, and the Separate Account purchased 4,072 shares of Common Stock in the open market on April 10, 2006 at a price of $2.183 per share.

Except for the information set forth herein, none of the reporting persons has effected any transaction relating to the Common Stock during the past 60 days.

(d) Not applicable.

Item 7. Material to Be Filed as Exhibits

Exhibit 1 - Agreement regarding Joint Filing of Schedule 13D

Page 8 of 11

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 8, 2006


QVT FINANCIAL LP		QVT FUND LP

By QVT Financial GP LLC,		By QVT Associates GP LLC,
its General Partner		its General Partner

By:	/s/ Daniel Gold	By:	/s/ Daniel Gold
Name:	Daniel Gold	Name:	Daniel Gold
Title:	Managing Member	Title:	Managing Member

By:	/s/ Tracy Fu	By:	/s/ Tracy Fu
Name:	Tracy Fu	Name:	Tracy Fu
Title:	Managing Member	Title:	Managing Member

QVT FINANCIAL GP LLC		QVT ASSOCIATES GP LLC

By:	/s/ Daniel Gold	By:	/s/ Daniel Gold
Name:	Daniel Gold	Name:	Daniel Gold
Title:	Managing Member	Title:	Managing Member

By:	/s/ Tracy Fu	By:	/s/ Tracy Fu
Name:	Tracy Fu	Name:	Tracy Fu
Title:	Managing Member	Title:	Managing Member

Page 9 of 11

Exhibit 1

Agreement of Joint Filing

Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Dated: June 8, 2006


QVT FINANCIAL LP		QVT FUND LP

By QVT Financial GP LLC,		By QVT Associates GP LLC,
its General Partner		its General Partner

By:	/s/ Daniel Gold	By:	/s/ Daniel Gold
Name:	Daniel Gold	Name:	Daniel Gold
Title:	Managing Member	Title:	Managing Member

By:	/s/ Tracy Fu	By:	/s/ Tracy Fu
Name:	Tracy Fu	Name:	Tracy Fu
Title:	Managing Member	Title:	Managing Member

QVT FINANCIAL GP LLC		QVT ASSOCIATES GP LLC

By:	/s/ Daniel Gold	By:	/s/ Daniel Gold
Name:	Daniel Gold	Name:	Daniel Gold
Title:	Managing Member	Title:	Managing Member

By:	/s/ Tracy Fu	By:	/s/ Tracy Fu
Name:	Tracy Fu	Name:	Tracy Fu
Title:	Managing Member	Title:	Managing Member

Page 10 of 11

Appendix A

Covered Persons


Name of Covered Person	Principal Business Address	Principal Occupation

Daniel Gold	QVT Financial LP 527 Madison Avenue, 8^th Floor New York, New York 10022	Investment Management

Lars Bader	QVT Financial LP 527 Madison Avenue, 8^th Floor New York, New York 10022	Investment Management

Nicholas Brumm	QVT Financial LP 527 Madison Avenue, 8^th Floor New York, New York 10022	Investment Management

Tracy Fu	QVT Financial LP 527 Madison Avenue, 8^th Floor New York, New York 10022	Investment Management

Page 11 of 11

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