0000919574-11-004954.txt : 20110816 0000919574-11-004954.hdr.sgml : 20110816 20110816170138 ACCESSION NUMBER: 0000919574-11-004954 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110816 DATE AS OF CHANGE: 20110816 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NABI BIOPHARMACEUTICALS CENTRAL INDEX KEY: 0000072444 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 591212264 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-31596 FILM NUMBER: 111040629 BUSINESS ADDRESS: STREET 1: 12276 WILKINS AVENUE CITY: ROCKVILLE STATE: MD ZIP: 20852 BUSINESS PHONE: 301-770-3099 MAIL ADDRESS: STREET 1: 12276 WILKINS AVENUE CITY: ROCKVILLE STATE: MD ZIP: 20852 FORMER COMPANY: FORMER CONFORMED NAME: NABI BIOPHARMACEUTICALS DATE OF NAME CHANGE: 20020304 FORMER COMPANY: FORMER CONFORMED NAME: NABI /DE/ DATE OF NAME CHANGE: 19960405 FORMER COMPANY: FORMER CONFORMED NAME: NORTH AMERICAN BIOLOGICALS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 683 Capital Management, LLC CENTRAL INDEX KEY: 0001404574 IRS NUMBER: 205100992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 595 MADISON AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-554-2390 MAIL ADDRESS: STREET 1: 595 MADISON AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 d1218985_13d.htm d1218985_13d.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*


Nabi Biopharmaceuticals
(Name of Issuer)


Common Stock, $.10 par value per share
(Title of Class of Securities)


629519109
(CUSIP Number)


Alan Leibel
683 Capital Partners, LP
595 Madison Avenue, 17th Floor
New York, New York 10022
(212) 554-2379
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)


August 8, 2011
(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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].
 
 
*    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.

 
 
 


CUSIP No.
629519109
 
 

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
683 Capital Partners, LP
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
 
 
(b)
[X]

3.
SEC USE ONLY
 
 
 
 
 
 
 

4.
SOURCE OF FUNDS
 
 
 
 
 
WC
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Delaware
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.
SOLE VOTING POWER
 
 
 
 
 
0
 

8.
SHARED VOTING POWER
 
 
 
 
 
2,332,862
 

9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 

10.
SHARED DISPOSITIVE POWER
  
 
 
 
 
2,332,862
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
2,332,862
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
5.4%
 

14.
TYPE OF REPORTING PERSON
 
 
 
 
 
PN
 
 
 
 


 
 
 


CUSIP No.
629519109
 
 

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
683 Capital Management, LLC
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
 
 
(b)
[X]

3.
SEC USE ONLY
 
 
 
 
 
 
 

4.
SOURCE OF FUNDS
 
 
 
 
 
AF
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Delaware
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.
SOLE VOTING POWER
 
 
 
 
 
0
 

8.
SHARED VOTING POWER
 
 
 
 
 
2,332,862
 

9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 

10.
SHARED DISPOSITIVE POWER
  
 
 
 
 
2,332,862
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
2,332,862
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
5.4%
 

14.
TYPE OF REPORTING PERSON
 
 
 
 
 
OO
 
 
 
 


 
 
 


CUSIP No.
629519109
 
 

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
Ari Zweiman
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
 
 
(b)
[X]

3.
SEC USE ONLY
 
 
 
 
 
 
 

4.
SOURCE OF FUNDS
 
 
 
 
 
AF
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
U.S.A.
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.
SOLE VOTING POWER
 
 
 
 
 
0
 

8.
SHARED VOTING POWER
 
 
 
 
 
2,332,862
 

9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 

10.
SHARED DISPOSITIVE POWER
  
 
 
 
 
2,332,862
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
2,332,862
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
5.4%
 

14.
TYPE OF REPORTING PERSON
 
 
 
 
 
IN
 
 
 
 


 
 
 





CUSIP No.
629519109
 
 
 
 
 

Item 1.
Security and Issuer.
 

 
The name of the issuer is Nabi Biopharmaceuticals, a Delaware corporation (the "Issuer").  The address of the Issuer's principal executive offices is 12276 Wilkins Avenue, Rockville, MD 20852, United States of America.  This Schedule 13D relates to the Issuer's Common Stock, $.10 par value per share (the "Shares").
 
 
 
 

Item 2.
Identity and Background.
 

 
(a),
(b)
(c) and
(f)
This statement is being filed by the following persons: 683 Capital Partners, LP, a Delaware limited partnership (the "Fund"), 683 Capital Management, LLC, a Delaware limited liability company (the "Investment Manager") and Ari Zweiman, a citizen of the United States.
 
The Fund, the Investment Manager and Ari Zweiman are sometimes individually referred to herein as a "Reporting Person" and collectively as the "Reporting Persons."
 
The Fund is principally engaged in the business of providing investment management services. The business address and principal executive offices of the Fund  are located at 595 Madison Avenue, 17th Floor, New York, New York 10022.
 
The Investment Manager is the investment manager of the Fund.  The business address and principal executive offices of the Investment Manager are located at 595 Madison Avenue, 17th Floor, New York, New York 10022.
 
Ari Zweiman is the Managing Member of the Investment Manager and his business address is 595 Madison Avenue, 17th Floor, New York, New York 10022.
 
The Shares to which this Schedule 13D relates are held directly by the Fund.
 
 
 
(d) and
(e)
During the last five years, none of the persons identified in this Item 2 have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or have been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
 
  
Item 3.
Source and Amount of Funds or Other Consideration.
 
     
 
As of the date hereof, the Fund may be deemed to beneficially own 2,332,862 Shares.
 
As of the date hereof, the Investment Manager may be deemed to beneficially own 2,332,862 Shares.
 
As of the date hereof, Ari Zweiman may be deemed to beneficially own 2,332,862 Shares.
 
No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.
  
     


 
 
 
 

 
Item 4.
Purpose of Transaction.
 
     
 
The Reporting Persons acquired their Shares of the Issuer for investment purposes.  No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above.
 
Although no Reporting Person has any specific plan or proposal to acquire or dispose of the Common Stock, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Shares or dispose of any or all of its Shares depending upon an ongoing evaluation of the investment in the Shares, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons and/or other investment considerations.
 
Also, consistent with the investment purpose of the Reporting Persons, the Reporting Persons have and may continue to engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer.  It should be specifically noted that the Reporting Persons have sent a letter to the Issuer as of August 16, 2011 setting forth the Reporting Persons' view on certain matters of business related to the Issuer.  A copy of the letter is attached hereto as Exhibit B.
  
     
 
 
 

Item 5.
Interest in Securities of the Issuer.
 
 
 
 
 
(a) - (e)
As of the date hereof, the Fund may be deemed to be the beneficial owner of 2,332,862  Shares, constituting 5.4% of the Issuer's Shares, based upon 42,884,809 Shares outstanding as of the date hereof.
 
As of the date hereof, the Investment Manager, in its capacity as investment manager of the Fund, had shared voting and dispositive power with respect to all 2,332,862 Shares owned beneficially by the Fund, representing approximately 5.4% of the Issuer's Shares.
 
As of the date hereof, Ari Zweiman, in his capacity as a Managing Member of the Investment Manager, had shared voting and dispositive power with respect to all 2,332,862 Shares owned beneficially by the Fund, representing approximately 5.4% of the Issuer's Shares.
 
 
       


Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
     
 
Not Applicable
 
 
 
 

Item 7.
Material to be Filed as Exhibits.
  

 
Exhibit A:  Schedule of Transactions in Shares
 
Exhibit B: Letter to the Issuer
 
 


 
 
 



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.
 

 

  August 16, 2011 
   (Date)
   
 
683 CAPITAL PARTNERS, LP
     
  By: 683 Capital GP, LLC, its general partner
     
 
By:
/s/ Ari Zweiman
   
Ari Zweiman, Managing Member
     
     
 
683 CAPITAL MANAGEMENT, LLC
     
 
By:
 /s/ Ari Zweiman
   
Ari Zweiman, Managing Member
     
     
 
ARI ZWEIMAN
   
/s/ Ari Zweiman
     








Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).


 
 
 


Exhibit A


Transactions by the Reporting Persons during the past 60 Days


Date of Transaction
Title of Class
  
Number of
Shares Purchased
  
Number of
Shares Sold
  
Price
Per Share
  
                 
8/10/2011
Common Stock, $.10 par value
     15,000       $  1.75  
8/09/2011
Common Stock, $.10 par value
     15,261       $  1.73  
8/8/2011
Common Stock, $.10 par value
     264,000       $ 1.73  
8/5/2011
Common Stock, $.10 par value
     75,400       $ 1.80  
8/4/2011
Common Stock, $.10 par value
     181,326       $ 1.89  
8/3/2011
Common Stock, $.10 par value
     48,914       $ 1.94  
8/2/2011
Common Stock, $.10 par value
     12,167       $ 1.95  
8/1/2011
Common Stock, $.10 par value
     46,413       $ 1.96  
7/29/2011
Common Stock, $.10 par value
     90,000       $ 1.95  
7/28/2011
Common Stock, $.10 par value
     98,500       $ 1.95  
7/21/2011
Common Stock, $.10 par value
     150,379       $ 1.88  
7/19/2011
Common Stock, $.10 par value
     69,338       $ 1.86  
7/18/2011
Common Stock, $.10 par value
     730,689       $ 1.76  
6/23/2011
Common Stock, $.10 par value
     6,200       $ 4.99  
6/20/2011
Common Stock, $.10 par value
     16,500       $ 4.90  
                     





SK 25603 0002 1218985

 
 
 

Exhibit B
 
 


683 Capital Management, LLC

683 Capital Management, LLC
595 Madison Avenue, 17th Floor
New York, New York 10022
(212) 554-239


August 16, 2011

NABI Biopharmaceuticals
Board of Directors
12276 Wilkins Avenue
Rockville, MD 20852

To the Board of Directors of Nabi Biopharmaceuticals:

I am writing on behalf of 683 Capital Partners, LP ("683 Capital").
 
683 Capital owns in excess of two million shares of Nabi Biopharmaceuticals ("Nabi"). The fund has been a continuous holder of Nabi shares since 2009.
 
Since 2007, the Board of Directors of Nabi has a strong history of doing the right thing for shareholders.
 
I believe that given the failure of the NicVAX Phase III trial, the right thing for the company to do for shareholders is to return our capital. Such return could be done through a combination of share repurchase and dividends or preferably through a sale of the company.
 
At present, Nabi shares trade below a reasonable estimate of the cash that will be left at the end of the year. In addition to this cash, Nabi has substantial other assets. These include a royalty stream on Phoslyra and deferred tax assets. In addition, there is potentially some value in the NicVAX platform both because of the upcoming Chantix combo trial results and because of the royalty Nabi would garner if GSK successfully pursued a second generation of NicVAX.
 
I believe the reason that Nabi shares trade at such a discount is that shareholders fear Nabi may choose to redeploy its ample cash in pursuit of an acquisition. This fear was substantially enhanced when Nabi CEO Dr. Raafat Fahim refused to rule out an acquisition during the company's last quarterly conference call.
 
I believe that the company should make a statement explicitly ruling out an acquisition as a possible route to "maximizing shareholder value." As a shareholder, I would like my value returned to me as soon as practicable.
 
Best Regards,
 
/s/ Ari Zweiman
Ari Zweiman