-----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, RVtbdYEBHyhkLc9iWsob7ebRpEaebLC7a7XwzPx1gKXtQirYeqc/RIKu3352o9TB 5M3FzZD1xUezFlhNqm/61A== 0000905718-08-000450.txt : 20080926 0000905718-08-000450.hdr.sgml : 20080926 20080926153229 ACCESSION NUMBER: 0000905718-08-000450 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080926 DATE AS OF CHANGE: 20080926 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICAGEN INC CENTRAL INDEX KEY: 0000902622 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 561785001 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81358 FILM NUMBER: 081091157 BUSINESS ADDRESS: STREET 1: 4222 EMPEROR BLVD STREET 2: SUITE 350 CITY: DURHAM STATE: NC ZIP: 27703 BUSINESS PHONE: 919-941-5206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Xmark Opportunity Partners, LLC CENTRAL INDEX KEY: 0001347039 IRS NUMBER: 202052197 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 301 TRESSER BOULEVARD STREET 2: SUITE 1320 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-653-2500 MAIL ADDRESS: STREET 1: 301 TRESSER BOULEVARD STREET 2: SUITE 1320 CITY: STAMFORD STATE: CT ZIP: 06901 SC 13D 1 icagen13dsep08.txt SC13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ICAGEN, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 45104P104 - -------------------------------------------------------------------------------- (CUSIP Number) Mitchell D. Kaye Xmark Opportuntity Partners, LLC 90 Grove Street, Suite 201 Ridgefield, CT 06877 (203) 244-9503 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 25, 2008 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *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). Cusip No. 45104P104 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Xmark Opportunity Partners, LLC 20-2052197 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): AF, WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: 3,528,842* ------------------------------------ Shares Beneficially 8) Shared Voting Power: ------------------------------------ Owned by Each Reporting 9) Sole Dispositive Power: 3,528,842* ------------------------------------ Person With 10) Shared Dispositive Power: ------------------------------------ - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 3,528,842 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 7.5% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): IA - -------------------------------------------------------------------------------- * Xmark Opportunity Partners, LLC ("Opportunity Partners") is the sole member of the investment manager of Xmark Opportunity Fund, L.P., a Delaware limited partnership ("Opportunity LP"), and Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company ("Opportunity Ltd", together with Opportunity LP, the "Funds"), and, as such, possesses sole power to vote and direct the disposition of all securities of Icagen, Inc., a Delaware corporation (the "Company"), held by the Funds. David C. Cavalier and Mitchell D. Kaye, the Chief Operating Officer and Chief Executive Officer, respectively, of Xmark Capital Partners, LLC, the Managing Member of Opportunity Partners, share voting and investment power with respect to all securities beneficially owned by Opportunity Partners. As of September 25, 2008, Opportunity LP held 998,215 shares of common stock, $0.001 par value per share (the "Common Shares"), of the Company and Opportunity Ltd held 2,530,627 Common Shares of the Company. Based upon information set forth in the Company's most recent Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on August 6, 2008, there were 46,866,369 Common Shares of the Company issued and outstanding as of July 31, 2008. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Opportunity Partners is deemed to beneficially own 3,582,842 Common Shares of the Company, or 7.5% of the Common Shares of the Company deemed issued and outstanding as of September 25, 2008. Opportunity Partners' interest in the securities reported herein is limited to the extent of its pecuniary interest in the Funds, if any. Item 1. Security and Issuer. ------------------- The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.001 per share (the "Common Shares"), of Icagen, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 4222 Emperor Boulevard, Suite 350, Durham, North Carolina 27703. Item 2. Identity and Background. ----------------------- The person filing this statement is Xmark Opportunity Partners, LLC, a Delaware limited liability company ("Opportunity Partners"), whose principal address is 90 Grove Street, Suite 201, Ridgefield, Connecticut 06877. Opportunity Partners is the sole member of the investment manager of Xmark Opportunity Fund, L.P., a Delaware limited partnership ("Opportunity LP"), and Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company ("Opportunity Ltd", together with Opportunity LP, the "Funds"), and, as such, possesses sole power to vote and direct the disposition of all securities of the Company held by the Funds. The Funds are engaged in the investment in property of all kinds, including, without limitation, capital stock, depository receipts, investment companies, mutual funds, subscriptions, warrants, bonds, notes, debentures, options and other securities of whatever kind and nature. Mitchell D. Kaye and David C. Cavalier, the Chief Executive Officer and Chief Operating Officer, respectively, of Xmark Capital Partners, LLC, the Managing Member of Opportunity Partners, share voting and investment power with respect to all securities beneficially owned by Opportunity Partners. None of Opportunity Partners, the Funds, Mr. Kaye or Mr. Cavalier ever has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), and none ever has been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which it/he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Messrs. Kaye and Cavalier are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- All funds used to purchase the Common Shares on behalf of the Funds have come directly from the assets of the Funds. See Item 5 for further information. Item 4. Purpose of Transaction. ---------------------- The Funds acquired the Common Shares of the Company reported on this Schedule 13D for investment purposes. Opportunity Partners intends to evaluate closely the performance of the Common Shares of the Company, including, without limitation, analyzing and assessing the Company's business, assets, operations, financial condition, capital structure, management and prospects. Opportunity Partners may, from time to time, evaluate various options in order to attempt to influence the performance of the Company and the activities of its Board of Directors. Depending on various factors, Opportunity Partners may take such actions on behalf of the Funds as it deems appropriate, including, without limitation, (i) engaging in further discussions with management and/or the Board of Directors, (ii) communicating with other shareholders, (iii) making proposals to the Company concerning the operations of the Company, (iv) purchasing additional securities of the Company, (v) selling some or all of the securities of the Company held by the Funds, (vi) seeking to make a significant equity investment in the Company, and/or (vii) formally requesting a seat on the Board of Directors, all in accordance with applicable securities laws. Other than as described above in this Item 4, Opportunity Partners does not have any present plans or intentions which relate to, or would result in, any of the transactions required to be described in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ Based upon information set forth in the Company's most recent Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on August 6, 2008, there were 46,866,369 Common Shares of the Company issued and outstanding as of July 31, 2008. As of September 25, 2008, Opportunity LP held 998,215 Common Shares of the Company and Opportunity Ltd held 2,530,627 Common Shares of the Company. Opportunity Partners possesses sole power to vote and direct the disposition of all securities of the Company held by the Funds. Messrs. Kaye and Cavalier share voting and investment power with respect to all securities beneficially owned by Opportunity Partners. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Opportunity Partners is deemed to beneficially own 3,528,842 Common Shares of the Company, or 7.5% of the Common Shares of the Company deemed issued and outstanding as of September 25, 2008. The following table details all of the transactions in Common Shares of the Company, or securities convertible into, exercisable for or exchangeable for Common Shares of the Company, by the persons referenced in Item 2 (each of which were effected by the Funds in ordinary brokerage transactions), during the sixty (60) day period occurring on or prior to September 25, 2008: Type of Number Price per Date Transaction of Shares Security Type Share ($) ---- ----------- --------- ------------- ---------- 7/28/2008 Purchase 9,500 Common Shares $1.4807 7/29/2008 Purchase 1,000 Common Shares $1.4500 7/31/2008 Purchase 22,241 Common Shares $1.5347 7/31/2008 Purchase 33,900 Common Shares $1.6194 7/31/2008 Purchase 15,000 Common Shares $1.6399 8/04/2008 Purchase 1,500 Common Shares $1.5453 8/11/2008 Purchase 2,900 Common Shares $1.4769 8/14/2008 Purchase 25,000 Common Shares $1.5110 8/18/2008 Purchase 10,900 Common Shares $1.5085 8/21/2008 Purchase 5,900 Common Shares $1.5478 8/22/2008 Purchase 5,000 Common Shares $1.5126 8/25/2008 Purchase 2,959 Common Shares $1.4790 8/26/2008 Purchase 63,000 Common Shares $1.4997 8/27/2008 Purchase 9,200 Common Shares $1.4923 8/29/2008 Purchase 35,000 Common Shares $1.4701 9/05/2008 Purchase 1,000 Common Shares $1.4200 9/08/2008 Purchase 22,800 Common Shares $1.4592 9/09/2008 Purchase 11,000 Common Shares $1.4222 9/10/2008 Purchase 13,200 Common Shares $1.3739 9/11/2008 Purchase 9,100 Common Shares $1.2000 9/12/2008 Purchase 81,300 Common Shares $1.3178 9/15/2008 Purchase 27,900 Common Shares $1.2375 9/16/2008 Purchase 27,100 Common Shares $1.2458 9/17/2008 Purchase 105,000 Common Shares $1.1957 9/18/2008 Purchase 69,700 Common Shares $1.0500 9/22/2008 Purchase 5,000 Common Shares $1.1500 9/23/2008 Purchase 4,608 Common Shares $1.1065 9/24/2008 Purchase 5,000 Common Shares $1.0800 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ---------------------------------------------------------------------- Except as described herein, no contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company between the persons referenced in Item 2 of this Schedule 13D and any person or entity. Item 7. Material to be Filed as Exhibits. ------------------------------- Not applicable. 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. September 26, 2008 XMARK OPPORTUNITY PARTNERS, LLC By: XMARK CAPITAL PARTNERS, LLC, its Managing Member By: /s/ Mitchell D. Kaye ------------------------------- Name: Mitchell D. Kaye Title: Chief Executive Officer ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----