0001193125-14-131488.txt : 20140404 0001193125-14-131488.hdr.sgml : 20140404 20140404145106 ACCESSION NUMBER: 0001193125-14-131488 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140404 DATE AS OF CHANGE: 20140404 GROUP MEMBERS: JON M. PLEXICO GROUP MEMBERS: STONEPINE CAPITAL MANAGEMENT, LLC GROUP MEMBERS: TIMOTHY P. LYNCH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCICLONE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000880771 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943116852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43408 FILM NUMBER: 14745556 BUSINESS ADDRESS: STREET 1: 950 TOWER LANE STREET 2: SUITE 900 CITY: FOSTER CITY STATE: CA ZIP: 94404-2125 BUSINESS PHONE: 650-358-3456 MAIL ADDRESS: STREET 1: 950 TOWER LANE STREET 2: SUITE 900 CITY: FOSTER CITY STATE: CA ZIP: 94404-2125 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STONEPINE CAPITAL L P CENTRAL INDEX KEY: 0001370042 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 475 GATE FIVE RD., SUITE 320 CITY: SAUSALITO STATE: CA ZIP: 94965 BUSINESS PHONE: 415.331.7100 MAIL ADDRESS: STREET 1: 475 GATE FIVE RD., SUITE 320 CITY: SAUSALITO STATE: CA ZIP: 94965 SC 13G 1 d706460dsc13g.htm SC 13G SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(b)

(Amendment No.     )*

 

 

SciClone Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

80862K104

(CUSIP Number)

March 25, 2014

(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 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).

 

 

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Stonepine Capital, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,013,636 Shares of Common Stock(1)

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,013,636 Shares of Common Stock(1)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,013,636 Shares of Common Stock(1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.8 %(2)

12  

TYPE OF REPORTING PERSON

 

PN

 

(1) Represents 2,013,636 shares of the issuer’s common stock held by Stonepine Capital, L.P. as of April 3, 2014. The general partner of Stonepine Capital, L.P. is Stonepine Capital Management, LLC.
(2) The calculation of percentage of beneficial ownership was derived from the issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2014, in which the issuer stated that the number of shares of its common stock outstanding as of March 7, 2014 was 51,957,936.

 

2 of 8

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Stonepine Capital Management, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,013,636 Shares of Common Stock(1)

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,013,636 Shares of Common Stock(1)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,013,636 Shares of Common Stock(1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.8 %(2)

12  

TYPE OF REPORTING PERSON

 

HC

 

(1)  Represents 2,013,636 shares of the issuer’s common stock held by Stonepine Capital Management, LLC in its capacity as general partner of Stonepine Capital, L.P., which holds 2,013,636 shares.
(2) The calculation of percentage of beneficial ownership was derived from the issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2014, in which the issuer stated that the number of shares of its common stock outstanding as of March 7, 2014 was 51,957,936.

 

3 of 8

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Timothy P. Lynch

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

786,845

   6   

SHARED VOTING POWER

 

2,013,636 Shares of Common Stock(1)

   7   

SOLE DISPOSITIVE POWER

 

786,845

   8   

SHARED DISPOSITIVE POWER

 

2,013,636 Shares of Common Stock(1)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,800,481 Shares of Common Stock(1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.3%(2)

12  

TYPE OF REPORTING PERSON

 

IN

 

(1) Represents 2,800,481 shares of the issuer’s common stock held by Timothy P. Lynch, and includes 2,013,636 shares held by Stonepine Capital, L.P. and 786,845 shares held by Mr. Lynch, as of April 3, 2014. Mr. Lynch is a managing member of Stonepine Capital Management, LLC. Stonepine Capital Management, LLC is the general partner of Stonepine Capital, L.P.
(2) The calculation of percentage of beneficial ownership was derived from the issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2014, in which the issuer stated that the number of shares of its common stock outstanding as of March 7, 2014 was 51,957,936.

 

4 of 8

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Jon M. Plexico

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

55,000

   6   

SHARED VOTING POWER

 

2,013,636 Shares of Common Stock(1)

   7   

SOLE DISPOSITIVE POWER

 

55,000

   8   

SHARED DISPOSITIVE POWER

 

2,013,636 Shares of Common Stock(1)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,068,636 Shares of Common Stock(1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.9%(2)

12  

TYPE OF REPORTING PERSON

 

IN

 

(1) Represents 2,068,636 shares of the issuer’s common stock held by Jon M. Plexico, and includes 2,013,636 shares held by Stonepine Capital, L.P. and 55,000 shares held by Mr. Plexico, as of April 3, 2014. Mr. Plexico is a managing member of Stonepine Capital Management, LLC. Stonepine Capital Management, LLC is the general partner of Stonepine Capital, L.P.
(2)  The calculation of percentage of beneficial ownership was derived from the issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2014, in which the issuer stated that the number of shares of its common stock outstanding as of March 7, 2014 was 51,957,936.

 

5 of 8

Item 1(a).    Name of Issuer:
   SciClone Pharmaceuticals, Inc. (the “Issuer”)
Item 1(b).    Address of Issuer’s Principal Executive Offices:
  

SciClone Pharmaceuticals, Inc.

950 Tower Lane, Suite 900

Foster City, CA 94404

Items 2(a),   
2(b) and 2(c)    Name of Person Filing, Address of Principal Business Office and Citizenship:
   This Schedule 13G (this “Schedule”) is being filed on behalf of Stonepine Capital, L.P., Stonepine Capital Management, LLC, Jon M. Plexico and Timothy P. Lynch (collectively, the “Reporting Persons”).
   The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
   The principal business office of the Reporting Persons is:
  

c/o Stonepine Capital Management, LLC

475 Gate Five Road, Suite 320

Sausalito CA 94965

Item 2(d).    Title of Class of Securities:
   Common Stock, par value $0.001 per share (the “Common Stock”)
Item 2(e).    CUSIP Number:
   80862K104
Item 3.    Not applicable
Item 4.    Ownership.
   (a) Amount beneficially owned: As indicated on items 5-9 and 11 of pages 2-5 of this Schedule(1)
   (b) Percent of class: As indicated on item 11 of pages 2-5 of this Schedule 1)
   (c) Number of shares to which such person has:
  

(i) Sole power to vote or direct the vote: As indicated on items 5 and 7 of pages 4-5 of this Schedule (1)

  

(ii) Shared power to vote or direct the vote: As indicated on items 5-9 of pages 2-5 of this Schedule (1)

  

(iii) Sole power to dispose or to direct the disposition of: As indicated on items 6 and 8 of pages 4-5 of this Schedule (1)

 

6 of 8

  

(iv) Shared power to dispose of or direct the disposition of: As indicated on items 5-9 of pages 2-5 of this Schedule (1)

  

(1)    (1) Reference is hereby made to Items 5-9 and 11 of pages 2-5 of this Schedule, which Items are incorporated by reference herein. The securities reported on this Schedule (the “Securities”) include shares of the issuer’s common stock that have been issued to Stonepine Capital, L.P., Timothy Lynch and Jon M. Plexico. As of April 3, 2014, the number of shares of the issuer’s common stock held by Stonepine Capital, L.P. is 2,013,636 shares; the number of shares of the issuer’s common stock held by Timothy P. Lynch is 786,845 shares; and the number of shares of the issuer’s common stock held by Jon M. Plexico is 55,000 shares. Stonepine Capital Management, LLC is the general partner of Stonepine Capital, L.P., and therefore may be deemed to be the beneficial owner of the Securities beneficially owned by Stonepine Capital, L.P. Each of Timothy P. Lynch and Jon M. Plexico is a managing member of Stonepine Capital Management, LLC and each may be deemed to be the beneficial owner of the Securities held by Stonepine Capital, L.P. as each may direct the vote and disposition of such Securities. Mr. Lynch and Mr. Plexico each disclaims beneficial ownership of the Securities beneficially owned by Stonepine Capital, L.P. except to the extent of their pecuniary interest therein.

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 5 percent of the class of securities, check the following  ¨.
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 By the Parent Holding Company.
   Not applicable
Item 8.    Identification and Classification of Members of the Group.
   This statement is filed on behalf of Stonepine Capital, L.P., Stonepine Capital Management, LLC, Timothy P. Lynch and Jon M. Plexico. Stonepine Capital Management, LLC is the general partner of Stonepine Capital, L.P., and therefore may be deemed to be the beneficial owner of the Securities beneficially owned by Stonepine Capital, L.P. Each of Timothy P. Lynch and Jon M. Plexico is a managing member of Stonepine Capital Management, LLC and each may be deemed to be the beneficial owner of the Securities held by Stonepine Capital, L.P. as each may direct the vote and disposition of such Securities.
Item 9.    Notice of Dissolution of a 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.

 

7 of 8

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: April 4, 2014

 

STONEPINE CAPITAL, L.P.
By:  

/s/    Jon M. Plexico

Name:   Jon M. Plexico
Title:   Managing Member of General Partner
STONEPINE CAPITAL MANAGEMENT, LLC
By:  

/s/    Jon M. Plexico

Name:   Jon M. Plexico
Title:   Managing Member

/s/     Jon M. Plexico

        Jon M. Plexico

/s/    Timothy P. Lynch

        Timothy P. Lynch

 

8 of 8

EX-99.1 2 d706460dex991.htm EX-99.1 EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to certain shares of common stock of SciClone Pharmaceuticals, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on April 4, 2014.

 

STONEPINE CAPITAL, L.P.
By:  

/s/    Jon M. Plexico

Name:   Jon M. Plexico
Title:   Managing Member of General Partner
STONEPINE CAPITAL MANAGEMENT, LLC
By:  

/s/    Jon M. Plexico

Name:   Jon M. Plexico
Title:   Managing Member

/s/    Jon M. Plexico

        Jon M. Plexico

/s/    Timothy P. Lynch

        Timothy P. Lynch