0000893750-13-000085.txt : 20130131 0000893750-13-000085.hdr.sgml : 20130131 20130131171954 ACCESSION NUMBER: 0000893750-13-000085 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130131 DATE AS OF CHANGE: 20130131 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUXILIUM PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001182129 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 233016883 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79973 FILM NUMBER: 13563678 BUSINESS ADDRESS: STREET 1: 640 LEE ROAD CITY: CHESTERBROOK STATE: PA ZIP: 19087 BUSINESS PHONE: 484 321 5900 MAIL ADDRESS: STREET 1: 640 LEE ROAD CITY: CHESTERBROOK STATE: PA ZIP: 19087 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Invus Public Equities, L.P. CENTRAL INDEX KEY: 0001340097 IRS NUMBER: 980420215 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O THE INVUS GROUP, LLC STREET 2: 750 LEXINGTON AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-317-7520 MAIL ADDRESS: STREET 1: C/O THE INVUS GROUP, LLC STREET 2: 750 LEXINGTON AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Invus Public Equities, LP DATE OF NAME CHANGE: 20050928 SC 13G/A 1 sch13g.htm SCHEDULE 13G/A sch13g.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 3)*
 
AUXILIUM PHARMACEUTICALS, INC.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
05334D107
(CUSIP Number)
 
December 31, 2012
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[   ]  Rule 13d-1(b)
[X]  Rule 13d-1(c)
[   ]  Rule 13d-1(d)
 

*  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).
 

 
Page 1
 

CUSIP No. 05334D107
13G
  
   
1.
Name of Reporting Persons:  Invus Public Equities, L.P.
 
2.
Check the Appropriate Box if a Member of a Group (a)  [  ]
                                                                                          (b)  [  ]
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization:  Bermuda
 
 
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
5.
Sole Voting Power:  0
6.
Shared Voting Power:  2,637,200
7.
Sole Dispositive Power:  0
8.
Shared Dispositive Power:  2,637,200
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:  2,637,200
 
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
 
11.
Percent of Class Represented by Amount in Row (9):  5.3%
 
12.
Type of Reporting Person (See Instructions):  PN
 


 
Page 2
 


CUSIP No. 05334D107
13G
  
   
1.
Name of Reporting Persons:  Invus Public Equities Advisors, LLC
 
2.
Check the Appropriate Box if a Member of a Group (a)  [  ]
                                                                                          (b)  [  ]
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization:  Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
5.
Sole Voting Power:  0
6.
Shared Voting Power:  2,637,200
7.
Sole Dispositive Power:  0
8.
Shared Dispositive Power:  2,637,200
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:  2,637,200
 
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
 
11.
Percent of Class Represented by Amount in Row (9):  5.3%
 
12.
Type of Reporting Person (See Instructions):  OO
 



 
Page 3
 

CUSIP No. 05334D107
13G
  
   
1.
Name of Reporting Persons:  Artal International S.C.A.
 
2.
Check the Appropriate Box if a Member of a Group (a)  [  ]
                                                                                          (b)  [  ]
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization:  Luxembourg
 
 
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
5.
Sole Voting Power:  0
6.
Shared Voting Power:  2,637,200
7.
Sole Dispositive Power:  0
8.
Shared Dispositive Power:  2,637,200
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:  2,637,200
 
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
 
11.
Percent of Class Represented by Amount in Row (9):  5.3%
 
12.
Type of Reporting Person (See Instructions):  OO
 

 
Page 4
 

CUSIP No. 05334D107
13G
  
   
1.
Name of Reporting Persons:  Artal International Management S.A.
 
2.
Check the Appropriate Box if a Member of a Group (a)  [  ]
                                                                                          (b)  [  ]
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization:  Luxembourg
 
 
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
5.
Sole Voting Power:  0
6.
Shared Voting Power:  2,637,200
7.
Sole Dispositive Power:  0
8.
Shared Dispositive Power:  2,637,200
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:  2,637,200
 
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
 
11.
Percent of Class Represented by Amount in Row (9):  5.3%
 
12.
Type of Reporting Person (See Instructions):  OO
 

 
Page 5
 

CUSIP No. 05334D107
13G
  
   
1.
Name of Reporting Persons:  Artal Group S.A.
 
2.
Check the Appropriate Box if a Member of a Group (a)  [  ]
                                                                                          (b)  [  ]
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization:  Luxembourg
 
 
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
5.
Sole Voting Power:  0
6.
Shared Voting Power:  2,637,200
7.
Sole Dispositive Power:  0
8.
Shared Dispositive Power:  2,637,200
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:  2,637,200
 
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
 
11.
Percent of Class Represented by Amount in Row (9):  5.3%
 
12.
Type of Reporting Person (See Instructions):  OO
 



 
Page 6
 

CUSIP No. 05334D107
13G
  
   
1.
Name of Reporting Persons:  Westend S.A.
 
2.
Check the Appropriate Box if a Member of a Group (a)  [  ]
                                                                                          (b)  [  ]
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization:  Luxembourg
 
 
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
5.
Sole Voting Power:  0
6.
Shared Voting Power:  2,637,200
7.
Sole Dispositive Power:  0
8.
Shared Dispositive Power:  2,637,200
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:  2,637,200
 
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
 
11.
Percent of Class Represented by Amount in Row (9):  5.3%
 
12.
Type of Reporting Person (See Instructions):  OO
 



 
Page 7
 

CUSIP No. 05334D107
13G
  
   
1.
Name of Reporting Persons:  Stichting Administratiekantoor Westend
 
2.
Check the Appropriate Box if a Member of a Group (a)  [  ]
                                                                                          (b)  [  ]
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization:  The Netherlands
 
 
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
5.
Sole Voting Power:  0
6.
Shared Voting Power:  2,637,200
7.
Sole Dispositive Power:  0
8.
Shared Dispositive Power:  2,637,200
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:  2,637,200
 
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
 
11.
Percent of Class Represented by Amount in Row (9):  5.3%
 
12.
Type of Reporting Person (See Instructions):  OO
 

 
Page 8
 

CUSIP No. 05334D107
13G
  
   
1.
Name of Reporting Persons:  Mr. Pascal Minne
 
2.
Check the Appropriate Box if a Member of a Group (a)  [  ]
                                                                                          (b)  [  ]
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization:  Belgium
 
 
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
5.
Sole Voting Power:  0
6.
Shared Voting Power:  2,637,200
7.
Sole Dispositive Power:  0
8.
Shared Dispositive Power:  2,637,200
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:  2,637,200
 
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
 
11.
Percent of Class Represented by Amount in Row (9):  5.3%
 
12.
Type of Reporting Person (See Instructions):  IN
 


 
Page 9
 

Item 1.
(a).  Name of Issuer
        Auxilium Pharmaceuticals, Inc. (the “Issuer”)
 
(b).  Address of Issuer’s Principal Executive Offices:
        640 Lee Road, Chesterbrook, PA 19087
 
Item 2(a).
Item 2(b).
Item 2(c).
Name of Person Filing
Address of Principal Business Office
Citizenship
 
(i) Invus Public Equities, L.P. (“Invus Public Equities”)
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Bermuda limited partnership
 
(ii) Invus Public Equities Advisors, LLC (“Invus Advisors”)
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
 
(iii) Artal International S.C.A. (“Artal International”)
10-12 avenue Pasteur, L-2310, Luxembourg, Luxembourg
Citizenship: Luxembourg limited partnership
 
(iv) Artal International Management S.A. (“Artal International Management”)
10-12 avenue Pasteur, L-2310, Luxembourg, Luxembourg
Citizenship: Luxembourg société anonyme
 
(v) Artal Group S.A. (“Artal Group”)
10-12 avenue Pasteur, L-2310, Luxembourg, Luxembourg
Citizenship: Luxembourg société anonyme
 
(vi) Westend S.A. (“Westend”)
10-12 avenue Pasteur, L-2310, Luxembourg, Luxembourg
Citizenship: Luxembourg société anonyme
 
(vii) Stichting Administratiekantoor Westend (the “Stichting”)
De Boelelaan 7, NL-1083 HJ Amsterdam, The Netherlands
Citizenship: Netherlands foundation
 
(viii) Mr. Pascal Minne
Place Ste. Gudule, 19, B-1000, Bruxelles, Belgium
Citizenship: Belgium
 
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
 
Item 2(d).
Title of Class of Securities:
 
Common Stock, par value $0.01 (the “Shares”)
 
Item 2(e).
CUSIP Number:  05334D107

 
Page 10
 


Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
This Item 3 is not applicable.
 
Item 4.
Ownership.
 
(a) Amount beneficially owned:
 
As of December 31, 2012, each of the Reporting Persons may be deemed the beneficial owner of 2,637,200 Shares held for the account of Invus Public Equities. This amount consists of 2,137,200 Shares held for the account of Invus Public Equities and 500,000 Shares that the Reporting Persons are entitled to receive upon exercise of options held for the account of Invus Public Equities.
 
(b) Percent of class:
 
As of December 31, 2012, each of the Reporting Persons may be deemed the beneficial owner of approximately 5.3% of Shares outstanding. (There were 49,207,619 Shares outstanding as of November 1, 2012, according to the Issuer’s quarterly report on Form 10-Q, filed November 8, 2012.)
 
(c) Number of Shares as to which the Reporting Person has:
 
Invus Public Equities, Invus Advisors, Artal International, Artal International Management, Artal Group, Westend, The Stichting and Mr. Minne:
 
(i) Sole power to vote or to direct the vote:
          0
(ii) Shared power to vote or to direct the vote:
          2,637,200
(iii) Sole power to dispose or to direct the disposition of:
          0         
(iv) Shared power to dispose or to direct the disposition of:
          2,637,200
 
Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  [  ]
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
This Item 6 is not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
This Item 7 is not applicable.

 
Page 11
 
 
Item 8.
Identification and Classification of Members of the Group.
 
This Item 8 is not applicable.
 
Item 9.
Notice of Dissolution of Group.
 
This Item 9 is not applicable.
 
Item 10.
Certification.
 
Each of the Reporting Persons hereby makes the following certification:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

 
Page 12
 

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.
 
INVUS PUBLIC EQUITIES, L.P.
 
By: INVUS PUBLIC EQUITIES ADVISORS, LLC, its general partner
   
By:
  
/s/ Raymond Debbane
Name:
  
Raymond Debbane
Title:
  
President
 
INVUS PUBLIC EQUITIES ADVISORS, LLC
   
By:
  
/s/ Raymond Debbane
Name:
  
Raymond Debbane
Title:
  
President
 
ARTAL INTERNATIONAL S.C.A.
 
By: ARTAL INTERNATIONAL MANAGEMENT S.A., its managing partner
   
By:
  
/s/ Anne Goffard
Name:
  
Anne Goffard
Title:
  
Managing Director
 
ARTAL INTERNATIONAL MANAGEMENT S.A.
   
By:
  
/s/ Anne Goffard
Name:
  
Anne Goffard
Title:
  
Managing Director
 
ARTAL GROUP S.A.
   
By:
  
/s/ Anne Goffard
Name:
  
Anne Goffard
Title:
  
Authorized Person
 
WESTEND S.A.
 
By:
  
/s/ Pascal Minne
Name:
  
Pascal Minne
Title:
  
Director
 
STICHTING ADMINISTRATIEKANTOOR WESTEND
 
By:
  
/s/ Pascal Minne
Name:
  
Pascal Minne
Title:
  
Sole Member of the Board

 
Page 13
 


 
MR. PASCAL MINNE
 
 /s/ Pascal Minne

Dated: January 31, 2013
 
 
Page 14