-----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, HtOgUXkB1yUBexhB/7gYyHijl3DC3e8k+tH4L/yJUZB+IHsRSYG2Pa85FCCMzajB 04L/yTk6xr+v3SrC7UKWTA== 0000947871-04-000989.txt : 20040331 0000947871-04-000989.hdr.sgml : 20040331 20040331172824 ACCESSION NUMBER: 0000947871-04-000989 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040331 GROUP MEMBERS: CADUCEUS PRIVATE INVESTMENTS, LP GROUP MEMBERS: ORBIMED ADVISORS LLC GROUP MEMBERS: ORBIMED ASSOCIATES LLC GROUP MEMBERS: ORBIMED CAPITAL LLC GROUP MEMBERS: SAMUEL D. ISALY GROUP MEMBERS: UBS JUNIPER CROSSOVER FUND SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIFECELL CORP CENTRAL INDEX KEY: 0000849448 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 760172936 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-45509 FILM NUMBER: 04707040 BUSINESS ADDRESS: STREET 1: ONE MILLENNIUM WAY CITY: BRANCHBURG STATE: NJ ZIP: 08876 BUSINESS PHONE: 9089471100 MAIL ADDRESS: STREET 1: ONE MILLENNIUM WAY CITY: BRANCHBURG STATE: NJ ZIP: 08876 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORBIMED ASSOCIATES LLC CENTRAL INDEX KEY: 0001284429 IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SC 13G 1 sc13g_033104-lifecell.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 LifeCell Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 68750U102 (CUSIP Number) March 23, 2003 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] 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. 68750U102 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). OrbiMed Advisors LLC 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 Delaware 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 934,403 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 934,403 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 934,403 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 3.49% 12. Type of Reporting Person (See Instructions) IA 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). OrbiMed Capital LLC 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 Delaware 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,056,097 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 2,056,097 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,056,097 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 7.69% 12. Type of Reporting Person (See Instructions) IA CUSIP No. 68750U102 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Samuel D. Isaly 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 United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,990,500 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 2,990,500 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,990,500 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 11.18% 12. Type of Reporting Person (See Instructions) HC CUSIP No. 68750U102 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Caduceus Private Investments, LP 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 Delaware 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,056,097 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 2,056,097 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,056,097 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 7.69% 12. Type of Reporting Person (See Instructions) OO CUSIP No. 68750U102 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). OrbiMed Associates LLC 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 Delaware 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 42,277 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 42,277 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 42,277 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 0.16% 12. Type of Reporting Person (See Instructions) OO CUSIP No. 68750U102 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). UBS Juniper Crossover Fund 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 Delaware 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 892,126 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 892,126 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 892,126 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 3.34% 12. Type of Reporting Person (See Instructions) OO Item 1. (a) Issuer: LifeCell Corp. (b) Address: One Millenium Way Branchburg, NJ 08876 Item 2. (a) Name of Person Filing: OrbiMed Advisors LLC OrbiMed Capital LLC Samuel D. Isaly (b) Address of Principal Business Offices: 767 Third Avenue, 30th Floor New York, New York 10017 (c) Citizenship: Please refer to Item 4 on each cover sheet for each filing person (d) Title of Class of Securities Common stock (e) CUSIP Number: 68750U102 Item 3. OrbiMed Advisors LLC and OrbiMed Capital LLC are investment advisors in accordance with ss.240.13d-1(b)(1)(ii)(E). Samuel D. Isaly is a control person in accordance with ss.240.13d-1(b)(1)(ii)(G). Item 4. Ownership Please see Items 5 - 9 and 11 on each cover sheet for each filing person 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. Reporting persons are holding 11.18% of the securities on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or proceeds from sale of, such securities. No one such other person's interest in the securities whose ownership is reported here relates to more than five percent of the class. OrbiMed Advisors LLC is the general partner of Caduceus Private Investments, LP ("Caduceus"), a private equity fund, pursuant to the terms of its limited partnership agreement. OrbiMed Advisors LLC acts as managing member of OrbiMed Associates LLC ("Associates") pursuant to the terms of its limited liability company agreement. OrbiMed Advisors LLC, through a joint venture with UBS Fund Advisor, L.L.C. entitled UBS Juniper Management, LLC, acts as investment manager of UBS Juniper Crossover Fund ("Juniper"), a registered investment company, pursuant to the terms of the UBS Juniper Crossover Fund, L.L.C. investment advisory agreement. Pursuant to these agreements and relationships, OrbiMed Advisors LLC and OrbiMed Capital LLC have discretionary investment management authority with respect to the assets of Caduceus, Associates and Juniper. Such authority includes the power to vote and otherwise dispose of securities purchased by Caduceus, Associates and Juniper. The Reporting Persons previously held the right to appoint a representative to the Board of Directors (the "Board") of the Issuer, and exercised that right on April 2, 2002 by the appointment of a representative to the Board, so as to permit active monitoring of the operations of the Issuer. The right to appoint a Director expired December 22, 2003, and the Director who had been appointed by the Reporting Persons resigned his position December 22, 2003. The Reporting Persons have acquired securities in the ordinary course of business and not with the purpose nor with the effect of changing or influencing control of the issuer. 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. 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: March 23, 2004 OrbiMed Advisors LLC By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Managing Member OrbiMed Capital LLC By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Managing Member By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Caduceus Private Investments, LP By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Managing Partner OrbiMed Associates, LLC By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Managing Member UBS Juniper Crossover Fund By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Managing Member of J.V. Partner Exhibit 1.1 ----------- JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G, dated March 23, 2004, (the "Schedule 13G"), with respect to the Common Stock, par value $.001 per share, of LifeCell Corp., Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 23rd day of March, 2004. OrbiMed Advisors LLC By: By: ---------------------------- ----------------------------- Name: Samuel D. Isaly Name: Samuel D. Isaly Title: Managing Member OrbiMed Capital LLC Caduceus Private Investments, LP By: By: ---------------------------- ----------------------------- Name: Samuel D. Isaly Name: Samuel D. Isaly Title: Managing Member Title: Managing Partner OrbiMed Associates LLC UBS Juniper Crossover Fund By: By: ---------------------------- ----------------------------- Name: Samuel D. Isaly Name: Samuel D. Isaly Title: Managing Member Title: Managing Member of J.V. Partner Exhibit 2.1 ----------- Statement of Control Person The Statement on this Schedule 13G dated March 23, 2004 with respect to the common stock, $.001 par value per share, of LifeCell Corp. Inc. is filed by Samuel D. Isaly in accordance with the provisions of Rule 13d-1(b) and Rule 13d-1(k), respectively, as control person (HC) of OrbiMed Advisors LLC and OrbiMed Capital LLC. OrbiMed Advisors LLC and OrbiMed Capital LLC file this statement on Schedule 13G in accordance with the provisions of Rule 13d-1(b) and Rule 13d-1(k), respectively, as investment advisors (IA). -----END PRIVACY-ENHANCED MESSAGE-----