Clinical Data SC 13D/A 09-13-2006

0001140361-06-013602.txt : 20060922 0001140361-06-013602.hdr.sgml : 20060922 20060922172341 ACCESSION NUMBER: 0001140361-06-013602 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060922 DATE AS OF CHANGE: 20060922 GROUP MEMBERS: KIRKFIELD LLC GROUP MEMBERS: NEW RIVER MANAGEMENT II LP GROUP MEMBERS: RJK LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLINICAL DATA INC CENTRAL INDEX KEY: 0000716646 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 042573920 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39041 FILM NUMBER: 061105185 BUSINESS ADDRESS: STREET 1: ONE GATEWAY CENTER STREET 2: SUITE 411 CITY: NEWTON STATE: MA ZIP: 02158 BUSINESS PHONE: 6172619933 MAIL ADDRESS: STREET 1: ONE GATEWAY CENTER STREET 2: SUITE 411 CITY: NEWTON STATE: MA ZIP: 02158 FORMER COMPANY: FORMER CONFORMED NAME: NOVITRON INTERNATIONAL INC DATE OF NAME CHANGE: 19940727 FORMER COMPANY: FORMER CONFORMED NAME: CLINICAL DATA INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIRK RANDAL J CENTRAL INDEX KEY: 0001091823 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: THIRD SECURITY LLC STREET 2: THE GOVERNOR TYLER CITY: RADFORD STATE: VA ZIP: 24141 BUSINESS PHONE: 540-633-7900 MAIL ADDRESS: STREET 1: 1881 GROVE AVENUE CITY: RADFORD STATE: VA ZIP: 24141 SC 13D/A 1 formsc13da.htm CLINICAL DATA SC 13D/A 09-13-2006 Clinical Data SC 13D/A 09-13-2006

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 18)

CLINICAL DATA, INC.

(Name of Issuer)

COMMON STOCK, $.01 par value per share

(Title of Class of Securities)

18725U109

(CUSIP Number)

Third Security, LLC

The Governor Tyler

1881 Grove Avenue

Radford, Virginia 24141

Attention: Marcus E. Smith, Esq.

Telephone No.: 540-633-7971

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

Copy to:

John Owen Gwathmey, Esq.

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

September 13, 2006

(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 which is the

subject of this Schedule 13D, and is filing this

schedule because of Rules 13d-1(e), (f) or (g),

check the following box o.

Page 1 of 10 Pages

CUSIP No. 18725U109

13D

Page 2 of 10 Pages

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Randal J. Kirk
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ______________	7.	SOLE VOTING POWER 1,056,191
	8.	SHARED VOTING POWER 2,777,305
	9.	SOLE DISPOSITIVE POWER 1,056,191
	10.	SHARED DISPOSITIVE POWER 2,777,305
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,833,496
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.0%
14.	TYPE OF REPORTING PERSON IN

CUSIP No. 18725U109

13D

Page 3 of 10 Pages

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RJK, L.L.C. I.R.S. Identification No.: 54-1816015
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ______________	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 680,683
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 680,683
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 680,683
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1%
14.	TYPE OF REPORTING PERSON OO - limited liability company

CUSIP No. 18725U109

13D

Page 4 of 10 Pages

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) New River Management II, LP I.R.S. Identification No.: 65-1166473
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ______________	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 651,666
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 651,666
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 651,666
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8%
14.	TYPE OF REPORTING PERSON OO - limited partnership

CUSIP No. 18725U109

13D

Page 5 of 10 Pages

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kirkfield, L.L.C. I.R.S. Identification No.: 54-1725089
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ______________	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 642,834
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 642,834
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 642,834
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7%
14.	TYPE OF REPORTING PERSON OO - limited liability company

This Amendment No. 18 (the “Amendment”) amends and supplements the Statement on Schedule 13D, dated November 26, 1999 and filed on December 6, 1999, as amended by Amendment No. 1 dated March 10, 2000 and filed on March 15, 2000, Amendment No. 2 dated June 8, 2000 and filed on June 9, 2000, Amendment No. 3 dated December 31, 2000 and filed on January 8, 2001, Amendment No. 4 dated February 7, 2001 and filed on March 1, 2001, Amendment No. 5 dated June 6, 2001 and filed on June 8, 2001, Amendment No. 6 dated June 25, 2001 and filed on June 26, 2001, Amendment No. 7 dated September 6, 2001 and filed on September 7, 2001, Amendment No. 8 dated October 23, 2001 and filed on October 26, 2001, Amendment No. 9 dated October 26, 2001 and filed on October 30, 2001, Amendment No. 10 dated August 21, 2002 and filed on August 21, 2002, Amendment No. 11 dated April 29, 2003 and filed on May 2, 2003, Amendment No. 12 dated November 10, 2003 and filed on November 14, 2003, Amendment No. 13 dated June 20, 2005 and filed on June 27, 2005, Amendment No. 14 dated November 17, 2005 and filed on November 23, 2005, Amendment No. 15 dated February 9, 2006 and filed on February 15, 2006, Amendment No. 16 dated May 18, 2006 and filed on May 23, 2006 and Amendment No. 17 dated June 13, 2006 and filed on June 15, 2006 (as amended, the “Original Schedule 13D”), relating to the Common Stock, par value $.01 per share (the “Common Stock”), of Clinical Data, Inc., a Delaware corporation (the “Issuer”). Mr. Randal J. Kirk (“Mr. Kirk”), RJK, L.L.C., a Virginia limited liability company that is controlled by Mr. Kirk (“RJK”), New River Management II, LP, a Virginia limited partnership that is controlled by Mr. Kirk (“NRM II”), and Kirkfield, L.L.C., a Virginia limited liability company that is controlled by Mr. Kirk (“Kirkfield” and, together with Mr. Kirk, RJK and NRM II, the “Reporting Persons”), are filing this Amendment to disclose the purchase by Kirkfield of an aggregate of 134,084 shares of Common Stock in open market purchases and in a private purchase. As described in this Amendment, some of the Common Stock that is beneficially owned by Mr. Kirk is directly beneficially owned by one of the following entities, each of which is controlled by Mr. Kirk: RJK, Kirkfield, NRM II, New River Management III, LP, a Virginia limited partnership (“NRM III”), Third Security Staff 2001 LLC, a Virginia limited liability company (“Staff LLC”), Zhong Mei, L.L.C., a Virginia limited liability company (“Zhong Mei”), and Radford Investment Limited Partnership, a Delaware limited partnership (“Radford”).

Except as set forth below, there are no changes to the information set forth in the Original Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:

“From August 22, 2006 through September 13, 2006, Kirkfield invested an aggregate of approximately $2 million of cash on hand to purchase an aggregate of 134,084 shares of Common Stock in open market purchases and in a private purchase.”

Page 6 of 10 Pages

Item 5.

Interest in Securities of the Issuer.

Item 5(a) of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:

“The aggregate number and percentage of shares of Common Stock to which this statement relates is 3,833,496 shares, representing 40.0% of the 9,584,063 shares outstanding as of the date of this report, based upon the number of shares disclosed by the Issuer as of August 4, 2006 in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (the most recent available filing by the Issuer with the Securities and Exchange Commission). Mr. Kirk directly beneficially owns 1,056,191 of the shares to which this report relates. The remaining 2,777,305 shares of Common Stock to which this statement relates are directly beneficially owned as follows:

Owner		Shares
Kirkfield		642,834
RJK		680,683
Zhong Mei		38,843
NRM II		651,666
NRM III		180,014
Radford		153,353
Staff LLC		429,912

Mr. Kirk could be deemed to have indirect beneficial ownership of the shares directly beneficially owned by Kirkfield, RJK, Zhong Mei, NRM II, NRM III, Radford and Staff LLC.”

Item 5(c) of the Original Schedule 13D is hereby amended and supplemented as follows:

“Kirkfield made the following purchases on the open market during the past 60 days:

Date of Purchase	Purchase Price	Number of Shares
August 22, 2006	$12.30	4,012
August 23, 2006	$12.97	12,500
August 24, 2006	$13.17	10,693
August 25, 2006	$13.48	7,697
August 28, 2006	$15.07	13,990
August 29, 2006	$15.00	12,621
September 6, 2006	$14.95	42,000

In addition, Kirkfield purchased 30,571 shares in a private purchase at a price of $15.42 per share on September 13, 2006.

Other than the purchase of Common Stock as reported herein, the Reporting Persons have not engaged in any transactions in shares of Common Stock since the filing of Amendment No. 17 with the Securities and Exchange Commission on June 15, 2006.”

Page 7 of 10 Pages

Item 7.

Material to be Filed as Exhibits.

The following documents are being filed as exhibits to this Amendment and are incorporated herein by reference:

Exhibit 99.1

Joint Filing Agreement, dated as of September 22, 2006, by and among Randal J. Kirk, RJK, L.L.C., New River Management II, LP and Kirkfield, L.L.C.

Page 8 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: September 22, 2006	/s/ Randal J. Kirk
	Randal J. Kirk

Date: September 22, 2006	RJK, L.L.C.

	By:	/s/ Randal J. Kirk
		Randal J. Kirk
		Manager

Date: September 22, 2006	NEW RIVER MANAGEMENT II, LP

	By:	Third Security Capital Partners, LLC, its general partner

	By:	Third Security, LLC, its managing member

	By:	/s/ Randal J. Kirk
		Randal J. Kirk
		Sole Member

Date: September 22, 2006	KIRKFIELD, L.L.C.

	By:	/s/ Randal J. Kirk
		Randal J. Kirk
		Manager

Page 9 of 10 Pages

EXHIBIT INDEX

Exhibit Number		Exhibit
Exhibit 99.1		Joint Filing Agreement, dated as of September 22, 2006, by and among Randal J. Kirk, RJK, L.L.C., New River Management II, LP and Kirkfield, L.L.C.

Page 10 of 10 Pages

EX-99.1 2 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons names below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Clinical Data, Inc., and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this agreement as of the 15th day of June, 2006.

Date: September 22, 2006	/s/ Randal J. Kirk
	Randal J. Kirk

Date: September 22, 2006	RJK, L.L.C.

	By:	/s/ Randal J. Kirk
		Randal J. Kirk
		Manager

Date: September 22, 2006	NEW RIVER MANAGEMENT II, LP

	By:	Third Security Capital Partners, LLC, its general partner

	By:	Third Security, LLC, its managing member

	By:	/s/ Randal J. Kirk
		Randal J. Kirk
		Manager

Date: September 22, 2006	KIRKFIELD, L.L.C.

	By:	/s/ Randal J. Kirk
		Randal J. Kirk
		Manager