0000904454-13-000372.txt : 20130304 0000904454-13-000372.hdr.sgml : 20130304 20130304172559 ACCESSION NUMBER: 0000904454-13-000372 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130304 DATE AS OF CHANGE: 20130304 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CADENCE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001333248 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82506 FILM NUMBER: 13662841 BUSINESS ADDRESS: STREET 1: 12481 HIGH BLUFF DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 8584361400 MAIL ADDRESS: STREET 1: 12481 HIGH BLUFF DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Domain Partners VI, L.P. CENTRAL INDEX KEY: 0001298033 IRS NUMBER: 331073839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE PALMER SQUARE CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: (609) 683-5656 MAIL ADDRESS: STREET 1: ONE PALMER SQUARE CITY: PRINCETON STATE: NJ ZIP: 08542 SC 13D/A 1 s13da_030513-cadence.htm SCHEDULE 13D/A FOR CADENCE PHARMACEUTICALS, INC. s13da_030513-cadence.htm
 
 


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
 
SCHEDULE 13D
(Rule 13d-101)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)1
Cadence Pharmaceuticals, Inc.
(Name of Issuer)
 
Common Stock, $.0001 par value
(Title of Class of Securities)
 
12738T 10 0
(CUSIP Number)
 

 
Domain Associates, LLC
Ropes & Gray LLP
 
One Palmer Square
1211 Avenue of the Americas
 
Princeton, NJ  08542
New York, NY 10036
 
Attn: Kathleen K. Schoemaker
Attn: Morri Weinberg, Esq.
 
Tel: (609) 683-5656
Tel: (212) 596-9000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
February 19, 2013
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.



 
1 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. 12738T 10 0

 
1.
 
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(VOLUNTARY)
 
Domain Partners VI, L.P.
 
 
2.
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)   [X]
(b)  [   ]
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS
Not Applicable
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 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
7,738,640
 
8.
 
 
SHARED VOTING POWER
0
 
9.
 
 
SOLE DISPOSITIVE POWER
7,738,640
 
10.
 
 
SHARED DISPOSITIVE POWER
0
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,738,640
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[   ]
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
 
14.
 
TYPE OF REPORTING PERSON
PN

 
 

 
 
2
 

CUSIP No. 12738T 10 0
 

 
 
1.
 
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(VOLUNTARY)
 
DP VI Associates, L.P.
 
 
2.
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)   [X]
(b)  [   ]
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS
Not Applicable
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 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
82,928
 
8.
 
 
SHARED VOTING POWER
0
 
9.
 
 
SOLE DISPOSITIVE POWER
82,928
 
10.
 
 
SHARED DISPOSITIVE POWER
0
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,928
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[   ]
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
 
14.
 
TYPE OF REPORTING PERSON
PN

 
 

 
 
3
 

CUSIP No. 12738T 10 0
 

 
 
1.
 
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(VOLUNTARY)
 
Domain Partners VII, L.P.
 
 
2.
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)   [X]
(b)  [   ]
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS
Not Applicable
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 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
3,876,150
 
8.
 
 
SHARED VOTING POWER
0
 
9.
 
 
SOLE DISPOSITIVE POWER
3,876,150
 
10.
 
 
SHARED DISPOSITIVE POWER
0
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,876,150
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[   ]
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
 
14.
 
TYPE OF REPORTING PERSON
PN

 
 
 
 
 
4
 

CUSIP No. 12738T 10 0
 

 
 
1.
 
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(VOLUNTARY)
 
DP VII Associates, L.P.
 
 
2.
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)   [X]
(b)  [   ]
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS
Not Applicable
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 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
66,136
 
8.
 
 
SHARED VOTING POWER
0
 
9.
 
 
SOLE DISPOSITIVE POWER
66,136
 
10.
 
 
SHARED DISPOSITIVE POWER
0
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,136
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[   ]
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
 
14.
 
TYPE OF REPORTING PERSON
PN
 
 

 

 
5
 

CUSIP No. 12738T 10 0
 

 
 
1.
 
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(VOLUNTARY)
Domain Associates, LLC
 
 
2.
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)   [X]
(b)  [   ]
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS
Not Applicable
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 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
27,500
 
8.
 
 
SHARED VOTING POWER
0
 
9.
 
 
SOLE DISPOSITIVE POWER
 
27,500
 
10.
 
 
SHARED DISPOSITIVE POWER
0
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
27,500
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[   ]
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
 
14.
 
TYPE OF REPORTING PERSON
OO
 
 

 

 
6
 

CUSIP No. 12738T 10 0
 

 
AMENDMENT NO. 3 TO SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") by the Reporting Persons with respect to the Common Stock of the Issuer on March 5, 2008, Amendment No. 1 thereto filed on February 25, 2009 and Amendment No. 2 thereto filed on January 22, 2013 (as so amended, the "Schedule 13D").  Terms defined in the Schedule 13D are used herein as so defined.

The following items of the Schedule 13D are hereby amended as follows:

Item 5.          Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated as follows:

The information requested by this paragraph is incorporated herein by reference to the cover pages to this Amendment No. 3 to Schedule 13D. Share numbers reported give effect to the exercise of all Warrants held by the Reporting Persons and ownership percentages are based on 85,559,869  shares of Common Stock outstanding  as of  October 31, 2012, as reported in the Issuer’s Report on Form 10Q for the period ended September 30, 2012 filed with the Commission on November 6, 2012.

Item 5(c) of the Schedule 13D is hereby amended and restated as follows:

Since the filing of Amendment No. 2 to the Schedule 13D, DP VII, DP VII A, DP VI and DP VI A have sold shares of Common Stock in open market transactions, pursuant to Rule 10b5-1 Sales Plans adopted by DP VII, DP VII A, DP VI and DP VI A with respect to the Common Stock of the Issuer, as follows:

Date
Aggregate Number of Shares Sold
Price per Share
January 22, 2013
61,868
$5.0198
January 23, 2013
104,811
$5.1081
January 24, 2013
150,163
$5.4468
January 25, 2013
57,005
$5.3757
January 28, 2013
68,870
$5.395
January 29, 2013
63,334
$5.265
January 30, 2013
45,908
$5.0027
January 31, 2013
76,629
$4.7138
February 1, 2013
40,389
$4.8467
February 13, 2013
23,822
$5.0002
February 14, 2013
12,200
$5.0091
February 15, 2013
12,265
$5.0039
February 19, 2013
41,656
$5.0174
February 20, 2013
8,258
$5.0047
March 1, 2013
31,566
$5.007
 

 

 
 
7
 

CUSIP No. 12738T 10 0
 

 
SIGNATURES

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

Dated:  March 4, 2013

 
DOMAIN PARTNERS VI, L.P.
 
 
By:
One Palmer Square Associates VI, LLC, General Partner
 
 
By:
/s/ Kathleen K. Schoemaker
   
Managing Member
 
 
 
DP VI ASSOCIATES, L.P.
 
 
By:
One Palmer Square Associates VI, LLC, General Partner
 
 
By:
/s/ Kathleen K. Schoemaker
   
Managing Member
 
 
 
DOMAIN PARTNERS VII, L.P.
 
 
By:
One Palmer Square Associates VII, LLC, General Partner
 
 
By:
/s/ Kathleen K. Schoemaker
   
Managing Member
 
 
 
DP VII ASSOCIATES, L.P.
 
 
By:
One Palmer Square Associates VII, LLC, General Partner
 
 
By:
/s/ Kathleen K. Schoemaker
   
Managing Member
 
 
 
DOMAIN ASSOCIATES, LLC
 
 
By:
/s/ Kathleen K. Schoemaker
   
Managing Member
 
 

 
 
8