-----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, D38U3plEaOFQYC/d8uyXOhP1l88YQIYaz5nRq27QstoMgv6ds6RXScMh1dkxPEYg fcHjMoU0oVjyo8P0ANhIqw== 0000947871-03-001246.txt : 20030516 0000947871-03-001246.hdr.sgml : 20030516 20030516164701 ACCESSION NUMBER: 0000947871-03-001246 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030516 GROUP MEMBERS: ORBIMED ADVISORS LLC GROUP MEMBERS: ORBIMED CAPITAL LLC GROUP MEMBERS: SAMUEL D. ISALY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYPRESS BIOSCIENCE INC CENTRAL INDEX KEY: 0000716054 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 222389839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35589 FILM NUMBER: 03708952 BUSINESS ADDRESS: STREET 1: 4350 EXECUTIVE DRIVE,SUITE 325 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 2062989400 MAIL ADDRESS: STREET 1: 401 QUEEN ANNE AVE NORTH CITY: SEATTLE STATE: WA ZIP: 98109 FORMER COMPANY: FORMER CONFORMED NAME: IMRE CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORBIMED CAPITAL LLC CENTRAL INDEX KEY: 0001157524 IRS NUMBER: 134133323 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 767 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2127396400 MAIL ADDRESS: STREET 1: 767 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 sch13ga_051603.txt SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Cypress Bioscience, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 232674507 (CUSIP Number) May 12, 2003 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] 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. 232674507 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). OrbiMed Advisors 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 Delaware 5. Sole Voting Power 0 Number of Shares 6. Shared Voting Power 1,221,000 (includes 571,000 shares of common stock, par value $0.02 per share and warrants to purchase 650,000 shares of common stock, par value $0.02 per share) Beneficially Owned by 7. Sole Dispositive Power 0 Each Reporting Person With 8. Shared Dispositive Power 1,221,000 (includes 571,000 shares of common stock, par value $0.02 per share and warrants to purchase 650,000 shares of common stock, par value $0.02 per share) 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,221,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 7.06% 12. Type of Reporting Person (See Instructions) IA CUSIP No. 232674507 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). OrbiMed Capital 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 Delaware 5. Sole Voting Power 0 Number of Shares 6. Shared Voting Power 1,221,000 (includes 571,000 shares of common stock, par value $0.02 per share and warrants to purchase 650,000 shares of common stock, par value $0.02 per share) Beneficially Owned by 7. Sole Dispositive Power 0 Each Reporting Person With 8. Shared Dispositive Power 1,221,000 (includes 571,000 shares of common stock, par value $0.02 per share and warrants to purchase 650,000 shares of common stock, par value $0.02 per share) 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,221,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 7.06% 12. Type of Reporting Person (See Instructions) IA CUSIP No. 232674507 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Samuel D. Isaly 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 United States 5. Sole Voting Power 0 Number of Shares 6. Shared Voting Power 1,221,000 (includes 571,000 shares of common stock, par value $0.02 per share and warrants to purchase 650,000 shares of common stock, par value $0.02 per share) Beneficially Owned by 7. Sole Dispositive Power 0 Each Reporting Person With 8. Shared Dispositive Power 1,221,000 (includes 571,000 shares of common stock, par value $0.02 per share and warrants to purchase 650,000 shares of common stock, par value $0.02 per share) 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,221,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 7.06% 12. Type of Reporting Person (See Instructions) HC Item 1. (a) Issuer: Cypress Bioscience, Inc. (b) Address: 4350 Executive Drive, Suite 325 San Diego, CA 92121 Item 2. (a) Name of Person Filing: OrbiMed Advisors LLC OrbiMed Capital LLC Samuel D. Isaly (b) Address of Principal Business Offices: 767 Third Avenue, 30th Floor New York, New York 10017 (c) Citizenship: Please refer to Item 4 on each cover sheet for each filing person (d) Title of Class of Securities Common stock (e) CUSIP Number: 232674507 Item 3. OrbiMed Advisors LLC and OrbiMed Capital LLC are investment advisors in accordance with ss.240.13d-1(b)(1)(ii)(E). Samuel D. Isaly is a Control Person in accordance with ss.240.13d-1(b)(1)(ii)(G). Item 4. Ownership Please see Items 5 - 9 and 11 for each cover sheet for each filing separately Item 5. Ownership of Five Percent or Less of a Class Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Reporting persons are holding 7.06% of the securities on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from or proceeds from sale of, such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company 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. Date: May 16, 2003 OrbiMed Advisors LLC By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Managing Member By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and 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. Date: May 16, 2003 OrbiMed Capital LLC By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Managing Member Samuel D. Isaly By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly JOINT FILING AGREEMENT Exhibit 1.1 ----------- JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G/A, dated May 16, 2003, (the "Schedule 13G/A"), with respect to the Common Stock, par value $0.02 per share, of Cypress Bioscience, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G/A. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G/A, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 16th day of May, 2003. OrbiMed Advisors LLC By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Managing Member OrbiMed Capital LLC By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Managing Member By: /s/ Samuel D. Isaly --------------------------- Name: Samuel D. Isaly Exhibit 2.1 ----------- STATEMENT OF CONTROL PERSON The Statement on this Schedule 13G/A dated May 16, 2003 with respect to the common stock par value $0.02 per share of Cypress Bioscience, Inc. is filed by Samuel D. Isaly in accordance with the provisions of Rule 13d-1(b) and Rule 13d-1(k), respectively, as a control person (HC) of OrbiMed Advisors LLC and OrbiMed Capital LLC. OrbiMed Advisors LLC and OrbiMed Capital LLC file this statement on Schedule 13G/A in accordance with the provisions of Rule 13d-1(b) and Rule 13d-1(k), respectively, as investment advisors (IA). -----END PRIVACY-ENHANCED MESSAGE-----