-----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, AlAbwFsETOQ6hqXWFW2731qA7ojAeWFqmrzpFGX1KhuUFF3TYnN+3oqKG2radb2H t3rpB8lighn/idgiobp3rA== 0000950133-02-000054.txt : 20020413 0000950133-02-000054.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950133-02-000054 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAIL WIND FUND LTD CENTRAL INDEX KEY: 0001074435 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: WINDERMERE HOUSE STREET 2: 404 EAST BAY STREET P O BOX SS-5539 CITY: BRITISH VIRGIN ISLES 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: 2503907 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 SC 13G 1 w56401sc13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 13d-2(b) (AMENDMENT NO.___ )* LifeCell Corporation (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 531927101 (CUSIP Number) December 13, 2001 (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) *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 disclosures provided in a prior cover page. The information required on 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). (Continued on the Following Pages) (Page 1 of 6) CUSIP No. 531927101 13G Page 2 of 6 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Tail Wind Fund, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A British Virgin Islands corporation NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 1,138,636 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 1,138,636 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,138,636 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.55% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 531927101 13G Page 3 of 6 Pages ITEM 1(a). NAME OF ISSUER: LifeCell Corporation (the "Issuer") ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: One Millennium Way Branchburg, New Jersey 08876 ITEM 2(a). NAME OF PERSON FILING: The name of the person filing this statement on Schedule 13G is The Tail Wind Fund, Ltd. ("Tail Wind"). Tail Wind Advisory and Management Ltd. is the investment manager for Tail Wind and expressly disclaims equitable ownership of and pecuniary interest in any shares of Common Stock arising from its status as the investment manager. ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: MeesPierson (Bahamas) Ltd. Windermere House 404 East Bay Street P.O. Box SS-5539 Nassau, Bahamas Attn: Ngaire Rolle ITEM 2(c). CITIZENSHIP: The Tail Wind Fund, Ltd. is a corporation duly formed under the laws of the British Virgin Islands. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $.001 par value (the "Common Stock") ITEM 2(e). CUSIP NUMBER: 531927101 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 Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). CUSIP No. 531927101 13G Page 4 of 6 Pages (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box [x] ITEM 4. OWNERSHIP. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 1,138,636 Tail Wind beneficially owns a total of 1,138,636 shares of Common Stock, which includes (i) 938,636 shares of Common Stock held by Tail Wind and (ii) 200,000 shares of Common Stock for which Tail Wind's Warrants are exercisable. (b) Percent of class: Tail Wind's aggregate beneficial ownership of 1,138,636 shares of Common Stock constitutes 5.55% of all of the outstanding shares of Common Stock, based upon 19,834,503 outstanding shares of Common Stock as of October 31, 2001 plus the 478,001 shares of Common Stock issued to Tail Wind on December 13, 2001. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 1,138,636 (ii) Shared power to vote or to direct the vote Not applicable. (iii) Sole power to dispose or to direct the disposition of 1,138,636 (iv) Shared power to dispose or to direct the disposition of Not applicable. CUSIP No. 531927101 13G Page 5 of 6 Pages 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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ [ ]. 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. 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 the undersigned certifies that, to the best of its 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. 531927101 13G Page 6 of 6 Pages SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Dated: January 3, 2002 THE TAIL WIND FUND, LTD. By:/s/ A. P. MacKellar --------------------------------- Andy P. MacKellar Director -----END PRIVACY-ENHANCED MESSAGE-----