-----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, VkyJPXgcUF/C2BWeG64sqXCi/lci4jZryRX6/bLrbyW+yIZQLGjMGwy5UnNSjg2E 5ROaOCiAuLlhwd4Fh8PVRg== 0000950159-08-000063.txt : 20080122 0000950159-08-000063.hdr.sgml : 20080121 20080122160438 ACCESSION NUMBER: 0000950159-08-000063 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080122 DATE AS OF CHANGE: 20080122 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-35589 FILM NUMBER: 08541980 BUSINESS ADDRESS: STREET 1: 4350 EXECUTIVE DRIVE,SUITE 325 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8584522323 MAIL ADDRESS: STREET 1: 4350 EXECUTIVE DRIVE,SUITE 325 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: IMRE CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fradd Brandon CENTRAL INDEX KEY: 0001337136 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 212-741-1092 MAIL ADDRESS: STREET 1: 68 JANE STREET STREET 2: SUITE 2E CITY: NEW YORK STATE: NY ZIP: 10014 SC 13G 1 fradd13g.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b) (Amendment No.__)* Cypress Bioscience, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 232674507 - ------------------------------------------------------------------------------- (CUSIP Number) May 31, 2007 - ------------------------------------------------------------------------------- (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 disclosures provided in a prior cover page. The information required on 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 13G Page 2 of 5 Pages (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). Brandon Fradd - ------------------------------------------------------------------------------- (2) CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) [ ] (b) [X] - ------------------------------------------------------------------------------- (3) SEC USE ONLY - ------------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- (5) SOLE VOTING POWER 408,426 ------------------------- (6) SHARED VOTING POWER NUMBER OF SHARES 1,995,908 BENEFICIALLY OWNED ------------------------- BY EACH REPORTING (7) SOLE DISPOSITIVE POWER PERSON WITH 408,426 ------------------------- (8) SHARED DISPOSITIVE POWER 1,995,908 ------------------------- - ------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,404,334 - ------------------------------------------------------------------------------- (10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.5% - ------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN Item 1. (a) Name of Issuer. Cypress Bioscience, Inc. (b) Address of Issuer's Principal Executive Offices. 4350 Executive Drive, Suite 325, San Diego, California 92121 Item 2. (a) Name of Person Filing. This Schedule 13G is being filed by Brandon Fradd. (b) Address of Principal Business Office or, if none, Residence. 68 Jane Street, 2E, New York, NY 10014. (c) Citizenship. United States of America. (d) Title of Class of Securities. Common Stock, par value $0.001 per share. (e) CUSIP Number. 232674507 Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment Company registered under Section 8 of the Investment Company Act. (e) [ ] Investment Adviser in accordance with Sec. 240.13d-1(b)(1)(ii) (E). (f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Sec. 240.13d(Y)1(b)(1)(ii)(F). (g) [ ] Parent holding company, in accordance with Sec. 240.13d-1(b) (ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. (j) [ ] Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Sec. 240.13d-1(c), check this box [ x ]. Item 4. Ownership (a) Amount Beneficially Owned. 2,404,334 shares. (b) Percent of Class. 6.5% (c) Number of shares as to which each such person has (i) sole power to vote or to direct the vote: 408,426 shares. (ii) shared power to vote or to direct the vote: 1,995,908 shares. (iii) sole power to dispose or to direct the disposition of: 408,426 shares. (iv) shared power to dispose or to direct the disposition of: 1,995,908 shares. As calculated in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, Brandon Fradd beneficially owns 2,404,334 shares of the Issuer's Common Stock, $.01 par value per share ("Common Stock"), representing 6.5% of the Common Stock. Mr. Fradd directly owns 408,426 shares of Common Stock and indirectly owns 1,995,908 shares of Common Stock in his capacity as (i) the sole principal of Apollo Medical Fund Management L.L.C. ("Apollo Management"), which in turn is the general partner for Apollo Medical Partners, L.P. ("Apollo L.P.")., (ii) the chief executive officer with sole control of Apollo Equity Management, Inc., a Delaware corporation, which in turn acts as the investment manager for Apollo Medical Offshore Partners, Ltd. ("Apollo Ltd."), an exempt company incorporated in the Bahamas and (iii) the manager of several separate accounts (collectively, the "Separate Accounts") on a discretionary basis. 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 [ ] Item 6. Ownership of More than Five Percent on Behalf of Another Person. Each of Apollo L.P., Apollo Ltd., and the Separate Accounts have the right to receive dividends and the proceeds from the sale of the shares of Common Stock held by such person. 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. Date: January 22, 2008 /s/ Brandon Fradd -------------------------- Brandon Fradd Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----