-----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, TSljCIGq2d9O6lZi7/AFLsSAvxdahYS+qu9DK/zBzs1X+xm/NA4BZAgvbzdSujTK j0+JoUeSHXnSPO9JNZ8y5A== 0001012975-06-000154.txt : 20060330 0001012975-06-000154.hdr.sgml : 20060330 20060330170334 ACCESSION NUMBER: 0001012975-06-000154 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060330 DATE AS OF CHANGE: 20060330 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-37761 FILM NUMBER: 06724004 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: FGS ADVISORS LLC CENTRAL INDEX KEY: 0001266114 IRS NUMBER: 134043004 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 152 WEST 57TH ST STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126989260 SC 13G 1 e8411437v1.txt CUSIP No. 053491106 13G Page 1 of 6 Pages --------------- --- ---- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 (Amendment No. ) (1) ---- Avant Immunotherapeutics, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 Par Value Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 053491106 --------------------------------------- (CUSIP Number) March 21, 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 ("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). Page 1 of 6 Pages CUSIP No. 053491106 13G Page 2 of 6 Pages --------------- --- ---- ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FGS Advisors, LLC (2) ________________________________________________________________________________ 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 New York ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES 3,818,511 _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING 3,818,511 _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,818,511 ________________________________________________________________________________ 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.15% ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA ________________________________________________________________________________ (2) The controlling members of the Reporting Person are Harvey Sawikin and James Passin. The Reporting Person may be deemed the beneficial owner of 3,818,511 shares (or 5.15% of the outstanding shares of Common Stock of the issuer) in its capacity as the investment adviser to Firebird Global Master Fund, Ltd. (the "Global Master Fund"), which is the holder of such shares. As the investment adviser of the Global Master Fund, the Reporting Person has voting and investment control with respect to the shares. Page 2 of 6 Pages CUSIP No. 053491106 13G Page 3 of 6 Pages --------------- --- ---- SCHEDULE 13G Item 1(a). NAME OF ISSUER: Avant Immunotherapeutics, Inc Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 119 Fourth Avenue, Needham, Massachusetts 02494 Item 2(a). NAMES OF PERSON FILING: FGS Advisors, LLC Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 152 West 57th Street, 24th Floor, New York, NY 10019 Item 2(c). CITIZENSHIP: New York Item 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $0.001 par value per share (the "Common Stock"). Item 2(e). CUSIP NUMBER: 053491106 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 (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii) (E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (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 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). Page 3 of 6 Pages CUSIP No. 053491106 13G Page 4 of 6 Pages --------------- --- ---- Item 4. OWNERSHIP. (a) Amount beneficially owned: (3) 3,818,511 (b) Percent of class: 5.15% (c) Number of shares as to which such person has: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: 3,818,511 (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: 0 (iii) SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION OF: 3,818,511 (iv) SHARED POWER TO DISPOSE OR DIRECT THE DISPOSITION OF: 0 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. Not Applicable. 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. (3) The controlling members of the Reporting Person are Harvey Sawikin and James Passin. The Reporting Person may be deemed the beneficial owner of 3,818,511 shares (or 5.15% of the outstanding shares of Common Stock of the issuer) in its capacity as the investment adviser to Firebird Global Master Fund, Ltd. (the "Global Master Fund"), which is the holder of such shares. As the investment adviser of the Global Master Fund, the Reporting Person has voting and investment control with respect to the shares. Page 4 of 6 Pages CUSIP No. 053491106 13G Page 5 of 6 Pages --------------- --- ---- 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. Page 5 of 6 Pages CUSIP No. 053491106 13G Page 6 of 6 Pages --------------- --- ---- SIGNATURES 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: March 30, 2006 FGS ADVISORS, LLC By: /s/ James Passin ------------------------------------ James Passin Principal Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----