0001393825-12-000007.txt : 20120210
0001393825-12-000007.hdr.sgml : 20120210
20120210142001
ACCESSION NUMBER: 0001393825-12-000007
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120210
DATE AS OF CHANGE: 20120210
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: EPICEPT CORP
CENTRAL INDEX KEY: 0001208261
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-82315
FILM NUMBER: 12591910
BUSINESS ADDRESS:
STREET 1: 777 OLD SAW MILL RIVER RD.
CITY: TARRYTOWN
STATE: NY
ZIP: 10591
BUSINESS PHONE: 914-606-3500
MAIL ADDRESS:
STREET 1: 777 OLD SAW MILL RIVER RD.
CITY: TARRYTOWN
STATE: NY
ZIP: 10591
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Hudson Bay Capital Management LP
CENTRAL INDEX KEY: 0001393825
IRS NUMBER: 371511173
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-571-1244
MAIL ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER COMPANY:
FORMER CONFORMED NAME: Hudson Bay Capital Management, L.P.
DATE OF NAME CHANGE: 20070320
SC 13G/A
1
epct_sc13ga.txt
EPICEPT CORP SC13GA
1
epct_sc13ga.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
EpiCept Corporation
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
294264304
(CUSIP Number)
December 31, 2011
(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).
Page 1 of 6 Pages
CUSIP No. 294264304 13G/A Page 2 of 6 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Hudson Bay Master Fund Ltd.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
Warrants to purchase up to 8,377,961 shares of Common Stock (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
Warrants to purchase up to 8,377,961 shares of Common Stock (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Warrants to purchase up to 8,377,961 shares of Common Stock (see Item 4)*
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.99% (see Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
CO
-----------------------------------------------------------------------------
* As more fully described in Item 4, the reported securities are
subject to a 4.99% blocker and the percentage set forth in row (11) gives
effect to such blocker. However, as more fully described in Item 4, the
securities reported in rows (6), (8) and (9) show the number of shares of
Common Stock that would be issuable upon full exercise of such reported
securities and do not give effect to such blocker. Therefore, the actual
number of shares of Common Stock beneficially owned by such Reporting Person,
after giving effect to such blocker, is less than the number of securities
reported in rows (6), (8) and (9).
CUSIP No. 294264304 13G/A Page 3 of 6 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
Warrants to purchase up to 8,377,961 shares of Common Stock (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
Warrants to purchase up to 8,377,961 shares of Common Stock (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Warrants to purchase up to 8,377,961 shares of Common Stock (see Item 4)*
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.99% (see Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
* As more fully described in Item 4, the reported securities are
subject to a 4.99% blocker and the percentage set forth in row (11) gives
effect to such blocker. However, as more fully described in Item 4, the
securities reported in rows (6), (8) and (9) show the number of shares of
Common Stock that would be issuable upon full exercise of such reported
securities and do not give effect to such blocker. Therefore, the actual
number of shares of Common Stock beneficially owned by such Reporting Person,
after giving effect to such blocker, is less than the number of securities
reported in rows (6), (8) and (9).
CUSIP No. 294264304 13G/A Page 4 of 6 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Sander Gerber
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
Warrants to purchase up to 8,377,961 shares of Common Stock (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
Warrants to purchase up to 8,377,961 shares of Common Stock (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Warrants to purchase up to 8,377,961 shares of Common Stock (see Item 4)*
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.99% (see Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
* As more fully described in Item 4, the reported securities are
subject to a 4.99% blocker and the percentage set forth in row (11) gives
effect to such blocker. However, as more fully described in Item 4, the
securities reported in rows (6), (8) and (9) show the number of shares of
Common Stock that would be issuable upon full exercise of such reported
securities and do not give effect to such blocker. Therefore, the actual
number of shares of Common Stock beneficially owned by such Reporting Person,
after giving effect to such blocker, is less than the number of securities
reported in rows (6), (8) and (9).
CUSIP No. 294264304 13G/A Page 5 of 6 Pages
-----------------------------------------------------------------------------
This Amendment No. 1 (this "Amendment") amends the statement on
Schedule 13G filed on March 31, 2011 (the "Original Schedule" as amended,
the "Schedule 13G") with respect to the shares of common stock, $0.0001 par
value per share, (the "Common Stock") of Epicept Corporation, a Delaware
corporation (the "Company"). Capitalized terms used herein and not otherwise
defined in this Amendment have the meanings set forth in the Schedule 13G.
This Amendment amends and restates Items 4 and 5 in their entirety as set
forth below.
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) - (c) is set forth in Rows 5-
11 of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
The percentage set forth in Row (11) of the cover page for each
Reporting Person is based on 74,561,370 shares of Common Stock outstanding
as of February 8, 2012, as disclosed in the Company's Prospectus Supplement
filed pursuant to Rule 424(b)(5) filed with the Securities and Exchange
Commission on February 9, 2012 and assumes the exercise of the reported
warrants subject to the Blocker (as defined below).
Pursuant to the terms of the reported warrants (the "Reported
Warrants"), the Reporting Persons cannot exercise any of the Reported
Warrants until such time as the Reporting Persons would not beneficially
own, after any such exercise, more than 4.99% of the outstanding shares of
Common Stock (the "Blocker"). Accordingly, the Reporting Persons may not
currently exercise all of the Reported Warrants.
The Investment Manager, which serves as the investment manager to
Hudson Bay Master Fund Ltd., may be deemed to be the beneficial owner of
all shares of Common Stock held by Hudson Bay Master Fund Ltd. Mr. Gerber
serves as the managing member of Hudson Bay Capital GP LLC, which is the
general partner of the Investment Manager. Each of Hudson Bay Master Fund
Ltd. and Mr. Gerber disclaims beneficial ownership of these securities.
Hudson Bay Master Fund Ltd. is named as a Reporting Person herein solely
to report the securities held in its name.
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: [X]
CUSIP No. 294264304 13G/A Page 6 of 6 Pages
-----------------------------------------------------------------------------
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: February 10, 2012
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
HUDSON BAY MASTER FUND LTD
By: Hudson Bay Capital Management, L.P.
Investment Manager
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
DOC ID-118184962.2