-----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, M1rJa6T59hN/4UELNUlUbE/Esb3rX7pdvTz92TGZhWyWbIcYphYwCkgLIeIafCHn B79UM3crvtwexNa2ZhvcOg== 0000905718-10-000049.txt : 20100216 0000905718-10-000049.hdr.sgml : 20100215 20100216132028 ACCESSION NUMBER: 0000905718-10-000049 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Advanced Life Sciences Holdings, Inc. CENTRAL INDEX KEY: 0001322734 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 300296543 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81504 FILM NUMBER: 10605703 BUSINESS ADDRESS: BUSINESS PHONE: (630) 739-6744 MAIL ADDRESS: STREET 1: 1440 DAVEY ROAD CITY: WOODRIDGE STATE: IL ZIP: 60517 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Xmark Opportunity Partners, LLC CENTRAL INDEX KEY: 0001347039 IRS NUMBER: 202052197 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 301 TRESSER BOULEVARD STREET 2: SUITE 1320 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-653-2500 MAIL ADDRESS: STREET 1: 301 TRESSER BOULEVARD STREET 2: SUITE 1320 CITY: STAMFORD STATE: CT ZIP: 06901 SC 13G/A 1 advanced13gam5.txt SC13GAM5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Advanced Life Sciences Holdings, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common stock, $0.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 00765H107 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2009 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G 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 the disclosures provided in a prior cover page. The information required in 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. 00765H107 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Xmark Opportunity Partners, LLC - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization: State of Delaware - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 1,286,239* ------------------------------------- (6) Shared Voting Power: 0 ------------------------------------- (7) Sole Dispositive Power: 1,286,239* ------------------------------------- (8) Shared Dispositive Power: 0 ------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,286,239* - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 1.6%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): IA - -------------------------------------------------------------------------------- *Xmark Opportunity Partners, LLC ("Opportunity Partners") is the sole member of the investment manager of Xmark Opportunity Fund, L.P., a Delaware limited partnership ("Opportunity LP"), and Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company ("Opportunity Ltd"), and, as such, possesses the sole power to vote and the sole power to direct the disposition of all securities of Advanced Life Sciences Holdings, Inc., a Delaware corporation (the "Company"), held by Opportunity LP and Opportunity Ltd. Opportunity Partners is the investment manager of Xmark JV Investment Partners, LLC, a Delaware limited liability company ("JV Partners"), and, as such, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by JV Partners. David C. Cavalier and Mitchell D. Kaye, the Co-Managing Members of Xmark Capital Partners, LLC, the Managing Member of Opportunity Partners, share voting and dispositive power with respect to all securities beneficially owned by Opportunity Partners. As of December 31, 2009, Opportunity LP held no common shares, $0.01 par value per share (the "Common Shares"), of the Company, a warrant to purchase up to 171,532 Common Shares of the Company at an exercise price of $3.81 per share that was exercisable within 60 days of December 31, 2009, and a warrant to purchase up to 157,835 Common Shares of the Company at an exercise price of $2.15 per share that was subject to the Limitation (as defined below). As of December 31, 2009, Opportunity Ltd held no Common Shares of the Company, a warrant to purchase up to 189,740 Common Shares of the Company at an exercise price of $3.81 per share that was exercisable within 60 days of December 31, 2009, and a warrant to purchase up to 405,860 Common Shares of the Company at an exercise price of $2.15 per share that was subject to the Limitation. As of December 31, 2009, JV Partners held no Common Shares of the Company and a warrant to purchase up to 361,272 Common Shares of the Company at an exercise price of $3.81 per share that was exercisable within 60 days of December 31, 2009. Some of the warrants are subject to beneficial ownership limitations that render them unexercisable if, following such exercise, the total number of Common Shares then beneficially owned by the holder and its affiliates and any other persons whose beneficial ownership of the Common Shares would be aggregated with the holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, exceeds 4.999% (the "Limitation") of the total number of issued and outstanding Common Shares of the Company. Based upon information set forth in the Company's most recent Form 10-Q for the quarterly period ended September 30, 2009, as filed with the Securities and Exchange Commission on November 10, 2009, there were 78,115,944 Common Shares of the Company issued and outstanding as of November 5, 2009. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, as of December 31, 2009, Opportunity Partners is deemed to beneficially own 1,286,239 Common Shares of the Company, or 1.6% of the Common Shares of the Company deemed issued and outstanding as of such date. Opportunity Partners' interest in the securities reported herein is limited to the extent of its pecuniary interest in Opportunity LP, Opportunity Ltd and JV Partners, if any. Item 1(a). Name Of Issuer: Advanced Life Sciences Holdings, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 1440 Davey Road Woodridge, Illinois 60517 Item 2(a). Name of Person Filing: Xmark Opportunity Partners, LLC Item 2(b). Address of Principal Business Office or, if None, Residence: 90 Grove Street, Suite 201 Ridgefield, Connecticut 06877 Item 2(c). Citizenship: Xmark Opportunity Partners, LLC is a Delaware limited liability company. Item 2(d). Title of Class of Securities: Common stock, $0.01 par value per share Item 2(e). CUSIP No.: 00765H107 Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a: Not Applicable. Item 4. Ownership (a) Amount Beneficially Owned (as of December 31, 2009): 1,286,239* (b) Percent of Class (as of December 31, 2009): 1.6%* (c) Number of Shares as to which the person has: (i) sole power to vote or to direct the vote 1,286,239* (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of 1,286,239* (iv) shared power to dispose or to direct the disposition of 0 - ---------------------- *Xmark Opportunity Partners, LLC ("Opportunity Partners") is the sole member of the investment manager of Xmark Opportunity Fund, L.P., a Delaware limited partnership ("Opportunity LP"), and Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company ("Opportunity Ltd"), and, as such, possesses the sole power to vote and the sole power to direct the disposition of all securities of Advanced Life Sciences Holdings, Inc., a Delaware corporation (the "Company"), held by Opportunity LP and Opportunity Ltd. Opportunity Partners is the investment manager of Xmark JV Investment Partners, LLC, a Delaware limited liability company ("JV Partners"), and, as such, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by JV Partners. David C. Cavalier and Mitchell D. Kaye, the Co-Managing Members of Xmark Capital Partners, LLC, the Managing Member of Opportunity Partners, share voting and dispositive power with respect to all securities beneficially owned by Opportunity Partners. As of December 31, 2009, Opportunity LP held no common shares, $0.01 par value per share (the "Common Shares"), of the Company, a warrant to purchase up to 171,532 Common Shares of the Company at an exercise price of $3.81 per share that was exercisable within 60 days of December 31, 2009, and a warrant to purchase up to 157,835 Common Shares of the Company at an exercise price of $2.15 per share that was subject to the Limitation (as defined below). As of December 31, 2009, Opportunity Ltd held no Common Shares of the Company, a warrant to purchase up to 189,740 Common Shares of the Company at an exercise price of $3.81 per share that was exercisable within 60 days of December 31, 2009, and a warrant to purchase up to 405,860 Common Shares of the Company at an exercise price of $2.15 per share that was subject to the Limitation. As of December 31, 2009, JV Partners held no Common Shares of the Company and a warrant to purchase up to 361,272 Common Shares of the Company at an exercise price of $3.81 per share that was exercisable within 60 days of December 31, 2009. Some of the warrants are subject to beneficial ownership limitations that render them unexercisable if, following such exercise, the total number of Common Shares then beneficially owned by the holder and its affiliates and any other persons whose beneficial ownership of the Common Shares would be aggregated with the holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, exceeds 4.999% (the "Limitation") of the total number of issued and outstanding Common Shares of the Company. Based upon information set forth in the Company's most recent Form 10-Q for the quarterly period ended September 30, 2009, as filed with the Securities and Exchange Commission on November 10, 2009, there were 78,115,944 Common Shares of the Company issued and outstanding as of November 5, 2009. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, as of December 31, 2009, Opportunity Partners is deemed to beneficially own 1,286,239 Common Shares of the Company, or 1.6% of the Common Shares of the Company deemed issued and outstanding as of such date. Opportunity Partners' interest in the securities reported herein is limited to the extent of its pecuniary interest in Opportunity LP, Opportunity Ltd and JV Partners, if any. 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 owner of more than five percent of the class of securities, check the following: [X] Item 6. Ownership of More Than Five Percent on Behalf of Another Person Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person Not Applicable. Item 8. Identification and Classification of Members of the Group Not Applicable. Item 9. Notice of Dissolution of Group Not Applicable. Item 10. 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. 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. February 16, 2010 XMARK OPPORTUNITY PARTNERS, LLC By: Xmark Capital Partners, LLC, its Managing Member By: /s/ Mitchell D. Kaye ------------------------------- Name: Mitchell D. Kaye Title: Co-Managing Member Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----