-----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, CZFoOxslxSS67VOhDGI1rSlaqETQaI0UZ1sMkp5+wbk/WaqpLpg0mCWidgdWRe7R 0oSaQ0Qnn2s8PuY9kUNy6Q== 0000905718-08-000314.txt : 20080403 0000905718-08-000314.hdr.sgml : 20080403 20080403162628 ACCESSION NUMBER: 0000905718-08-000314 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080403 DATE AS OF CHANGE: 20080403 GROUP MEMBERS: DOROTHY PALUCK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AVANT IMMUNOTHERAPEUTICS INC CENTRAL INDEX KEY: 0000744218 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133191702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37761 FILM NUMBER: 08737809 BUSINESS ADDRESS: STREET 1: 119 FOURTH AVE CITY: NEEDHAM STATE: MA ZIP: 02494 BUSINESS PHONE: 7814330771 MAIL ADDRESS: STREET 1: 119 FOURTH AVE CITY: NEEDHAM STATE: MA ZIP: 021942725 FORMER COMPANY: FORMER CONFORMED NAME: T CELL SCIENCES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Paluck Thomas S CENTRAL INDEX KEY: 0001427532 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 908-273-2105 MAIL ADDRESS: STREET 1: 382 SPRINGFIELD AVENUE SUITE 500 CITY: SUMMIT STATE: NJ ZIP: 07901 SC 13G/A 1 avant13gam3.txt SC13GAM3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* AVANT IMMUNOTHERAPEUTICS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 053491106 - -------------------------------------------------------------------------------- (CUSIP Number) March 7, 2008 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G 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 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. 053491106 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Thomas S. Paluck - -------------------------------------------------------------------------------- (2) Check the 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 - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person (5) Sole Voting Power: 0* -------------------------------------- (6) Shared Voting Power: 83,332* -------------------------------------- (7) Sole Dispositive Power: 604,364* -------------------------------------- (8) Shared Dispositive Power: 83,332* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 687,696* - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [ ] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 4.6%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- * Based on information set forth on the Form 10-K of AVANT Immunotherapeutics, Inc. (the "Company") as filed with the Securities and Exchange Commission on March 18, 2008, there were 14,927,002 shares of common stock, par value $0.001 per share (the "Shares"), of the Company issued and outstanding as of November 5, 2007. As of March 7, 2008 (the "Reporting Date"), Thomas S. Paluck and Dorothy Paluck held 64,166 and 19,166 Shares, respectively. In addition, as of the Reporting Date, TSP Capital Management Group, LLC ("TSP") managed one or more private investment accounts on behalf of various clients (the "Managed Accounts"), which owned in the aggregate 604,364 Shares. Mr. Paluck is the sole principal of TSP. Mr. and Mrs. Paluck possess shared power to vote and to direct the disposition of those Shares held in each other's name. In addition, Mr. Paluck possesses sole power to direct the disposition of the securities held by the Managed Accounts. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Mr. Paluck may be deemed to beneficially own 687,696 Shares or 4.6% of the Shares issued and outstanding as of the Reporting Date, and (ii) Mrs. Paluck may be deemed to beneficially own 83,332 Shares or 0.6% of the Shares issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a "group" under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G/A shall not be deemed to be an admission that any such reporting person is a member of such a group. CUSIP No. 053491106 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Dorothy Paluck - -------------------------------------------------------------------------------- (2) Check the 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 - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person (5) Sole Voting Power: 0* -------------------------------------- (6) Shared Voting Power: 83,332* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 83,332* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 83,332* - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [ ] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 0.6%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- * Based on information set forth on the Form 10-K of AVANT Immunotherapeutics, Inc. (the "Company") as filed with the Securities and Exchange Commission on March 18, 2008, there were 14,927,002 shares of common stock, par value $0.001 per share (the "Shares"), of the Company issued and outstanding as of November 5, 2007. As of March 7, 2008 (the "Reporting Date"), Thomas S. Paluck and Dorothy Paluck held 64,166 and 19,166 Shares, respectively. In addition, as of the Reporting Date, TSP Capital Management Group, LLC ("TSP") managed one or more private investment accounts on behalf of various clients (the "Managed Accounts"), which owned in the aggregate 604,364 Shares. Mr. Paluck is the sole principal of TSP. Mr. and Mrs. Paluck possess shared power to vote and to direct the disposition of those Shares held in each other's name. In addition, Mr. Paluck possesses sole power to direct the disposition of the securities held by the Managed Accounts. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Mr. Paluck may be deemed to beneficially own 687,696 Shares or 4.6% of the Shares issued and outstanding as of the Reporting Date, and (ii) Mrs. Paluck may be deemed to beneficially own 83,332 Shares or 0.6% of the Shares issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a "group" under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G/A shall not be deemed to be an admission that any such reporting person is a member of such a group. Item 1(a). Name Of Issuer: AVANT Immunotherapeutics, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 119 Fourth Avenue Needham, MA 02494 Item 2(a). Name of Person Filing: Thomas S. Paluck Dorothy Paluck Item 2(b). Address of Principal Business Office or, if None, Residence: TSP Capital Management Group, LLC 382 Springfield Avenue, Suite 500 Summit, NJ 07901 Item 2(c). Citizenship Thomas S. Paluck: United States Dorothy Paluck: United States Item 2(d). Title of Class of Securities: Common Stock, par value $0.001 per share Item 2(e). CUSIP No.: 053491106 Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a: Not Applicable. Item 4. Ownership: (a) Amount Beneficially Owned Thomas S. Paluck: 687,696* Dorothy Paluck: 83,332* (b) Percent of Class Thomas S. Paluck: 4.6%* Dorothy Paluck: 0.6%* _________________________ * Based on information set forth on the Form 10-K of AVANT Immunotherapeutics, Inc. (the "Company") as filed with the Securities and Exchange Commission on March 18, 2008, there were 14,927,002 shares of common stock, par value $0.001 per share (the "Shares"), of the Company issued and outstanding as of November 5, 2007. As of March 7, 2008 (the "Reporting Date"), Thomas S. Paluck and Dorothy Paluck held 64,166 and 19,166 Shares, respectively. In addition, as of the Reporting Date, TSP Capital Management Group, LLC ("TSP") managed one or more private investment accounts on behalf of various clients (the "Managed Accounts"), which owned in the aggregate 604,364 Shares. Mr. Paluck is the sole principal of TSP. Mr. and Mrs. Paluck possess shared power to vote and to direct the disposition of those Shares held in each other's name. In addition, Mr. Paluck possesses sole power to direct the disposition of the securities held by the Managed Accounts. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Mr. Paluck may be deemed to beneficially own 687,696 Shares or 4.6% of the Shares issued and outstanding as of the Reporting Date, and (ii) Mrs. Paluck may be deemed to beneficially own 83,332 Shares or 0.6% of the Shares issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a "group" under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G/A shall not be deemed to be an admission that any such reporting person is a member of such a group. (c) Number of Shares as to which the person has: (i) sole power to vote or to direct the vote Thomas S. Paluck: 0* Dorothy Paluck: 0* (ii) shared power to vote or to direct the vote Thomas S. Paluck: 83,332* Dorothy Paluck: 83,332* (iii) sole power to dispose or to direct the disposition of Thomas S. Paluck: 604,364* Dorothy Paluck: 0* (iv) shared power to dispose or to direct the disposition of Thomas S. Paluck: 83,332* Dorothy Paluck: 83,332* 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 [X]. Item 6. Ownership of More Than Five Percent on Behalf of Another Person: Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Securities: 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. _________________________ * Based on information set forth on the Form 10-K of AVANT Immunotherapeutics, Inc. (the "Company") as filed with the Securities and Exchange Commission on March 18, 2008, there were 14,927,002 shares of common stock, par value $0.001 per share (the "Shares"), of the Company issued and outstanding as of November 5, 2007. As of March 7, 2008 (the "Reporting Date"), Thomas S. Paluck and Dorothy Paluck held 64,166 and 19,166 Shares, respectively. In addition, as of the Reporting Date, TSP Capital Management Group, LLC ("TSP") managed one or more private investment accounts on behalf of various clients (the "Managed Accounts"), which owned in the aggregate 604,364 Shares. Mr. Paluck is the sole principal of TSP. Mr. and Mrs. Paluck possess shared power to vote and to direct the disposition of those Shares held in each other's name. In addition, Mr. Paluck possesses sole power to direct the disposition of the securities held by the Managed Accounts. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Mr. Paluck may be deemed to beneficially own 687,696 Shares or 4.6% of the Shares issued and outstanding as of the Reporting Date, and (ii) Mrs. Paluck may be deemed to beneficially own 83,332 Shares or 0.6% of the Shares issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a "group" under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G/A shall not be deemed to be an admission that any such reporting person is a member of such a group. 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. April 1, 2008 /s/ Thomas S. Paluck ---------------------------------- Thomas S. Paluck /s/ Dorothy Paluck ---------------------------------- Dorothy Paluck Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13G-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of AVANT Immunotherapeutics, 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 Joint Filing Agreement as of April 1, 2008. /s/ Thomas S. Paluck ---------------------------------- Thomas S. Paluck /s/ Dorothy Paluck ---------------------------------- Dorothy Paluck -----END PRIVACY-ENHANCED MESSAGE-----