-----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, Oo1uwqyRayRIrNDToGuHfvDajPRBRFZ3qsdR6kxi5uEg+Umxodk22vGiXUbYoAx2 qXCpVTDebH+ZiSSXVHpdDg== 0000932440-06-000294.txt : 20060626 0000932440-06-000294.hdr.sgml : 20060626 20060626164613 ACCESSION NUMBER: 0000932440-06-000294 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060626 DATE AS OF CHANGE: 20060626 GROUP MEMBERS: RIDGEBACK CAPITAL INVESTMENTS LTD. GROUP MEMBERS: RIDGEBACK CAPITAL MANAGEMENT LLC GROUP MEMBERS: WAYNE HOLMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OSI PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000729922 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133159796 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-37954 FILM NUMBER: 06924950 BUSINESS ADDRESS: STREET 1: 41 PINELAWN ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 631-962-2000 MAIL ADDRESS: STREET 1: 41 PINELAWN ROAD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: ONCOGENE SCIENCE INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ridgeback Capital Investments Ltd. CENTRAL INDEX KEY: 0001358916 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 430 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-624-2567 MAIL ADDRESS: STREET 1: 430 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 sch13g_1104097v2.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934(1) OSI Pharmaceuticals, Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 671040103 (CUSIP Number) JUNE 14, 2006 (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) - ----------------- (1) 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 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. 671040103 13G Pages 2 of 10 Pages - --------- ---------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Ridgeback Capital Investments Ltd. 00-0000000 - --------- ---------------------------------------------------------------------- 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 SHARES -0- -------- ------------------------------------------------------ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 4,100,800 -------- ------------------------------------------------------ EACH 7. SOLE DISPOSITIVE POWER REPORTING -0- -------- ------------------------------------------------------ PERSON WITH 8. SHARED DISPOSITIVE POWER 4,100,800 - --------- ---------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,100,800 - --------- ---------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES** |_| - --------- ---------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.2% - --------- ---------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON OO - --------- ---------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP NO. 671040103 13G Pages 3 of 10 Pages - --------- ---------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Ridgeback Capital Management LLC 42-1684320 - --------- ---------------------------------------------------------------------- 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 SHARES -0- -------- ------------------------------------------------------ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 4,100,800 -------- ------------------------------------------------------ EACH 7. SOLE DISPOSITIVE POWER REPORTING -0- -------- ------------------------------------------------------ PERSON WITH 8. SHARED DISPOSITIVE POWER 4,100,800 - --------- ---------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,100,800 - --------- ---------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES** |_| - --------- ---------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.2% - --------- ---------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON OO - --------- ---------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP NO. 671040103 13G Pages 4 of 10 Pages - --------- ---------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Wayne Holman - --------- ---------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | (b) |X| - --------- ---------------------------------------------------------------------- 3. SEC USE ONLY - --------- ---------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA - --------- ---------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER SHARES -0- -------- ------------------------------------------------------ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 4,100,800 -------- ------------------------------------------------------ EACH 7. SOLE DISPOSITIVE POWER REPORTING -0- -------- ------------------------------------------------------ PERSON WITH 8. SHARED DISPOSITIVE POWER 4,100,800 - --------- ---------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,100,800 - --------- ---------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES** |_| - --------- ---------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.2% - --------- ---------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON IN - --------- ---------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP NO. 671040103 13G Pages 5 of 10 Pages ITEM 1(A). NAME OF ISSUER. OSI Pharmaceuticals, Inc. (the "Company"). ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES. The Company's principal executive offices are located at 41 Pinelawn Road, Melville, NY 11747. ITEMS 2(A). NAME OF PERSON FILING. This statement is filed on behalf of the following persons with respect to shares of common stock of the Company acquired by such persons privately from existing holders (the "Shares"): (i) Ridgeback Capital Investments Ltd., a Cayman limited company ("RCI"), with respect to Shares beneficially owned by it; (ii) Ridgeback Capital Management LLC, a Delaware limited liability company ("RCM"), with respect to Shares beneficially owned by it; and (iii) Wayne Holman, an individual and owner of RCM, with respect to Shares beneficially owned by him. The foregoing persons are hereinafter referred to collectively as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE. The address of the principal business office of each of the Reporting Persons is 430 Park Avenue, 12th Floor, New York, New York 10022. ITEM 2(C). CITIZENSHIP. RCI is a Cayman Island limited company. RCM is a Delaware limited liability company. Wayne Holman is a United States citizen. ITEM 2(D). TITLE OF CLASS OF SECURITIES. Common stock, par value $.01 per share. ITEM 2(E). CUSIP NUMBER. 671040103 CUSIP NO. 671040103 13G Pages 6 of 10 Pages ITEM 3. If this statement is filed pursuant to Rules 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 of 1940, (e) |_| Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E), (f) |_| Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F), (g) |_| Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G), (h) |_| Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) |_| 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 Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to 13d-1(c), check this box: |X| ITEM 4. OWNERSHIP. The percentages used herein are calculated based upon 56,904,624 shares issued and outstanding, as of May 5, 2006, based upon the Company's Form 10-Q for the quarterly period ending March 31, 2006. As of the close of business on June 14, 2006, the Reporting Persons beneficially owned shares of the Company's common stock in the amounts and percentages listed below: A. RIDGEBACK CAPITAL INVESTMENTS LTD. (a) Amount beneficially owned: 4,100,800 (b) Percent of class: 7.2% (c) (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 4,100,800 CUSIP NO. 671040103 13G Pages 7 of 10 Pages (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 4,100,800 B. RIDGEBACK CAPITAL MANAGEMENT LLC (a) Amount beneficially owned: 4,100,800 (b) Percent of class: 7.2% (c) (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 4,100,800 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 4,100,800 C. WAYNE HOLMAN (a) Amount beneficially owned: 4,100,800 (b) Percent of class: 7.2% (c) (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 4,100,800 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 4,100,800 Wayne Holman and RCM do not own any Shares directly. Pursuant to an investment management agreement, RCM maintains investment and voting power with respect to the securities held by RCI. Wayne Holman controls RCM. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, Wayne Holman and RCM may be deemed to own beneficially all of the Shares (constituting approximately 7.2% of the shares outstanding). Both Wayne Holman and RCM disclaim beneficial ownership of any of the securities covered by this statement, except to the extent of any pecuniary interest therein. 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. |_| CUSIP NO. 671040103 13G Pages 8 of 10 Pages ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, a number of the Shares which represents more than five percent of the number of outstanding shares of the Shares. 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. CERTIFICATIONS. Each of the Reporting Persons hereby makes the following 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. CUSIP NO. 671040103 13G Pages 9 of 10 Pages 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. DATED: June 26, 2006 ------------------*-------------------- Wayne Holman, individually RIDGEBACK CAPITAL INVESTMENTS LTD. By:------------------*-------------------- Name: Wayne Holman Title: Director RIDGEBACK CAPITAL MANAGEMENT LLC. By:------------------*-------------------- Name: Wayne Holman Title: Managing Member *By: /s/ Bud Holman ---------------------------- Bud Holman, Attorney-in-Fact Power of attorney filed as an exhibit hereto CUSIP NO. 671040103 13G Pages 10 of 10 Pages EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION - -------------- ------------------- 99.1 Joint Filing Agreement 24.1 Power of Attorney EX-99.I 2 ex99-1_1104122.txt EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that statements on Schedules 13G and/or 13D and Forms 3, 4 and 5 with respect to the shares of common stock of OSI Pharmaceuticals, Inc. and any amendments thereto signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby further agree that this Joint Filing Agreement may be included as an exhibit to such statements or amendments. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Dated: As of June 26, 2006 * -------------------------------------- Wayne Holman, individually RIDGEBACK CAPITAL INVESTMENTS LTD. * By:-------------------------------------- Name: Wayne Holman Title: Director RIDGEBACK CAPITAL MANAGEMENT LLC. * By:-------------------------------------- Name: Wayne Holman Title: Managing Member *By: /s/ Bud Holman ---------------------------- Bud Holman, Attorney-in-Fact Power of attorney filed as an exhibit hereto EX-24 3 ex24_1104127.txt POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints, as of the date hereof, Bud Holman, his true and lawful attorney-in-fact with full power of substitution, resubstitution and revocation, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, including, but not limited to, the undersigned's individual capacity and the undersigned's capacity as a member of each of Ridgeback Capital Investments Ltd., a Cayman limited company ("RCI") and Ridgeback Capital Management LLC, a Delaware limited liability company ("RCM"), to execute all agreements, certificates, forms, instruments, or other documents, and to take any action, necessary to file: (i) beneficial ownership reports on Schedules 13D and 13G and Forms 3, 4 and 5 (including any amendments thereto, and including any beneficial ownership reports which may in the future be required by the Securities and Exchange Commission to be filed provided that the purpose and form of such reports is substantially similar to Schedules 13D or 13G or Form 3, 4 or 5) under the Securities Exchange Act of 1934 with the Securities and Exchange Commission or any stock exchange or similar authority, in connection with any equity investments in OSI Pharmaceuticals, Inc. and (ii) all filings under or pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations promulgated thereunder, including but not limited to the filing of any Notification and Report Form required to be filed thereunder and any affidavits and notices or other documents required to be delivered in connection therewith, by the undersigned in his individual capacity and by each of RCI and RCM. In connection with the appointment of such attorney-in-fact, the undersigned hereby grants unto said attorney-in-fact full power and authority to do and perform each and every act and thing which, in the opinion of such attorney-in-fact, may be requisite, necessary, proper or of benefit to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, thereby ratifying and confirming all that said attorney-in-fact (or attorney-in-fact's substitute or substitutes), may lawfully do or cause to be done by virtue hereof, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his own discretion. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's or RCI's or RCM's responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934. Dated as of: As of June 12, 2006 /s/ Wayne Holman ----------------- Wayne Holman -----END PRIVACY-ENHANCED MESSAGE-----