-----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, A/TeO2iXERon/TvnAl9ynUmmZSpVW/dil+VFf8d4tW/hOSaUzUukWzoN5Ke3nFDA jeYUGsTaoZAWT+hfGlo2aA== 0000921895-09-002614.txt : 20091023 0000921895-09-002614.hdr.sgml : 20091023 20091023172314 ACCESSION NUMBER: 0000921895-09-002614 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091023 DATE AS OF CHANGE: 20091023 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AVIGEN INC \DE CENTRAL INDEX KEY: 0000932903 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133647119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1121 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48313 FILM NUMBER: 091135181 BUSINESS ADDRESS: STREET 1: 1301 HARBOR BAY PARKWAY STREET 2: . CITY: ALAMEDA STATE: CA ZIP: 94502 BUSINESS PHONE: 5107487150 MAIL ADDRESS: STREET 1: 1301 HARBOR BAY PARKWAY CITY: ALAMEDA STATE: CA ZIP: 94502 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND L P CENTRAL INDEX KEY: 0000918923 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 363924731 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 900 N. MICHIGAN AVENUE, SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 900 N. MICHIGAN AVENUE, SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 SC 13D/A 1 sc13da807422003_10232009.htm AMENDMENT NO. 8 TO THE SCHEDULE 13D sc13da807422003_10232009.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 8)1

Avigen, Inc.
(Name of Issuer)

Common Stock, $0.001 par value
(Title of Class of Securities)

053690103
(CUSIP Number)
 
ELIZABETH DELANEY
BVF PARTNERS L.P.
900 North Michigan Avenue
Suite 1100
Chicago, Illinois 60611
(312) 506-6500

ADAM W. FINERMAN, Esq.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 21, 2009
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
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 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. 053690103
 
1
NAME OF REPORTING PERSON
 
BIOTECHNOLOGY VALUE FUND, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,860,140
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,860,140
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,860,140
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.24%
14
TYPE OF REPORTING PERSON
 
PN

2

CUSIP NO. 053690103
 
1
NAME OF REPORTING PERSON
 
BIOTECHNOLOGY VALUE FUND II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,284,911
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,284,911
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,284,911
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.31%
14
TYPE OF REPORTING PERSON
 
PN

3

CUSIP NO. 053690103
 
1
NAME OF REPORTING PERSON
 
BVF INVESTMENTS, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
4,692,764
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,692,764
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,692,764
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.73%
14
TYPE OF REPORTING PERSON
 
OO

4

CUSIP NO. 053690103
 
1
NAME OF REPORTING PERSON
 
INVESTMENT 10, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
ILLINOIS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
480,585
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
480,585
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
480,585
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.61%
14
TYPE OF REPORTING PERSON
 
OO

5

CUSIP NO. 053690103
 
1
NAME OF REPORTING PERSON
 
BVF PARTNERS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
8,318,400
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
8,318,400
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,318,400
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
27.88%
14
TYPE OF REPORTING PERSON
 
PN, IA

6

CUSIP NO. 053690103
 
1
NAME OF REPORTING PERSON
 
BVF INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
8,318,400
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
8,318,400
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,318,400
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
27.88%
14
TYPE OF REPORTING PERSON
 
CO

7

CUSIP NO. 053690103
 
1
NAME OF REPORTING PERSON
 
MARK N. LAMPERT
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
8,318,400
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
8,318,400
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,318,400
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
27.88%
14
TYPE OF REPORTING PERSON
 
IN

8

CUSIP NO. 053690103
 
The following constitutes Amendment No. 8 (“Amendment No. 8”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”).  This Amendment No. 8 amends the Schedule 13D as specifically set forth.

Item 2.
Identity and Background.
 
Item 2 is hereby amended to add the following:
 
In connection with the conclusion of the Special Meeting of Shareholders on March 27, 2009, the obligations of Messrs. Nodelman, Perry and Coppedge and BVF Acq to act in concert with the other Reporting Persons with respect to the securities of the Issuer terminated.  Accordingly, Messrs. Nodelman, Perry and Coppedge and BVF Acq are no longer members of the Section 13(d) group with respect to the securities of the Issuer or Reporting Persons for purposes of this Schedule 13D.  The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer, to the extent required by applicable law.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:

The shares of Common Stock purchased by BVF, BVF2, BVLLC and ILL10 were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.  The aggregate purchase cost of the 8,318,400 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2, BVLLC, and ILL10 is approximately $5,057,645 excluding brokerage commissions.

Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 29,831,115 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of August 5, 2009, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 10, 2009.
 
As of the date hereof, BVF beneficially owns 1,860,140 shares of Common Stock, BVF2 beneficially owns 1,284,911 shares of Common Stock, BVLLC beneficially owns 4,692,764 shares of Common Stock and ILL10 beneficially owned 480,585 shares of Common Stock, representing percentage ownership of approximately 6.24%, 4.31%, 15.73% and 1.61%, respectively, of the shares of Common Stock outstanding.
 
As the general partner of BVF and BVF2, the manager of BVLLC and the investment adviser of ILL10, Partners may be deemed to beneficially own the 8,318,400 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2, BVLLC and ILL10, representing percentage ownership of approximately 27.88% of the shares of Common Stock outstanding.  As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the 8,318,400 shares of Common Stock beneficially owned by Partners, representing percentage ownership of approximately 27.88% of the shares of Common Stock outstanding.
 
9

CUSIP NO. 053690103
 
Mr. Lampert, as a director and officer of BVF Inc. may be deemed to beneficially own the 8,318,400 shares of Common Stock beneficially owned by BVF Inc., representing percentage ownership of approximately 27.88% of the shares of Common Stock outstanding.
 
(b)            Each of BVF, BVF2, BVLLC and ILL10 shares with Partners voting and dispositive power over the Common Stock each such entity beneficially owns.  Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the 8,318,400 shares of Common Stock they may be deemed to beneficially own with BVF, BVF2, BVLLC and ILL10.
 
(c)           Transactions in the Common Stock by the Reporting Persons during the past 60 days:
 
     
BVF
ILL10
BVF2
BVLLC
 
Date of
Transaction
Type of
Securities
Price Per
Share
       
Type of
Transaction
               
10/21/09
Common Stock
 $1.5000
 115,200
 29,000
 80,000
277,000
SALE

(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Common Stock.

(e)           Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended and restated to read as follows::
 
Partners is the general partner of each of BVF and BVF2 pursuant to limited partnership agreements which authorize Partners, among other things, to invest the funds of BVF and BVF2 in the shares of Common Stock and other securities and to vote, exercise or convert and dispose of such securities. Pursuant to such limited partnership agreements, Partners is entitled to receive fees based on assets under management and allocations based on realized and unrealized gains on such assets.

Pursuant to the operating agreement of BVLLC, Partners is authorized, among other things, to invest the contributed capital of Samana Capital, L.P., the majority member of BVLLC, in the shares of Common Stock and other securities of the issuer and to vote, exercise or convert and dispose of each security, and is entitled to receive fees based on assets under management and, subject to certain exceptions, allocations based on realized and unrealized gains on such assets.

Pursuant to an investment management agreement with ILL10, Partners and BVF Inc. have authority, among other things, to invest funds of ILL10 in the shares of Common Stock and other securities and to vote, exercise or convert and dispose of such securities. Pursuant to such investment management agreement, Partners and BVF Inc. receive fees based on realized and unrealized gains thereon. BVF Inc. is the general partner of Partners and may be deemed to own beneficially securities over which Partners exercises voting and dispositive power.

On October 23, 2009, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law.  A copy of this agreement is attached hereto as Exhibit 99.1 hereto and is incorporated herein by reference.
 
10


Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibit:
 
 
99.1
Joint Filing Agreement by and among Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., BVF Investments, L.L.C., Investment 10, L.L.C., BVF Partners L.P., BVF Inc. and Mark N. Lampert, dated October 23, 2009.
 
11

CUSIP NO. 053690103
 
SIGNATURES
 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  October 23, 2009
 
BIOTECHNOLOGY VALUE FUND, L.P.
 
INVESTMENT 10, L.L.C.
         
By:
BVF Partners L.P., its general partner
 
By:
BVF Partners L.P., its investment manager
         
By:
BVF Inc., its general partner
 
By:
BVF Inc., its general partner
         
By:
/s/ Mark N. Lampert  
By:
/s/ Mark N. Lampert
 
Mark N. Lampert
   
Mark N. Lampert
 
President
 
 
President
       
 
       
 
BIOTECHNOLOGY VALUE FUND II, L.P.
 
BVF PARTNERS L.P.
         
By:
BVF Partners L.P., its general partner
  By:
BVF Inc., its general partner
         
By:
BVF Inc., its general partner
 
By:
/s/ Mark N. Lampert
       
Mark N. Lampert
By:
/s/ Mark N. Lampert  
 
President
 
Mark N. Lampert
     
 
President
 
 
 
       
 
       
 
BVF INVESTMENTS, L.L.C.
 
BVF INC.
         
By:
BVF Partners L.P., its manager
 
By:
/s/ Mark N. Lampert
       
Mark N. Lampert
By:
BVF Inc., its general partner
 
 
President
         
By:
/s/ Mark N. Lampert  
 
 
 
Mark N. Lampert
   
 
 
President
   
 
         
         
/s/ Mark N. Lampert  
 
MARK N. LAMPERT
     
 
12
EX-99.1 2 ex991to13da807422003_102309.htm JOINT FILING AGREEMENT ex991to13da807422003_102309.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 8 to the Schedule 13D originally filed on October 23, 2008 (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.001 per share, of Avigen, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated:  October 23, 2009
 
BIOTECHNOLOGY VALUE FUND, L.P.
 
INVESTMENT 10, L.L.C.
         
By:
BVF Partners L.P., its general partner
 
By:
BVF Partners L.P., its investment manager
         
By:
BVF Inc., its general partner
 
By:
BVF Inc., its general partner
         
By:
/s/ Mark N. Lampert  
By:
/s/ Mark N. Lampert
 
Mark N. Lampert
   
Mark N. Lampert
 
President
 
 
President
       
 
       
 
BIOTECHNOLOGY VALUE FUND II, L.P.
 
BVF PARTNERS L.P.
         
By:
BVF Partners L.P., its general partner
  By:
BVF Inc., its general partner
         
By:
BVF Inc., its general partner
 
By:
/s/ Mark N. Lampert
       
Mark N. Lampert
By:
/s/ Mark N. Lampert  
 
President
 
Mark N. Lampert
     
 
President
 
 
 
       
 
       
 
BVF INVESTMENTS, L.L.C.
 
BVF INC.
         
By:
BVF Partners L.P., its manager
 
By:
/s/ Mark N. Lampert
       
Mark N. Lampert
By:
BVF Inc., its general partner
 
 
President
         
By:
/s/ Mark N. Lampert  
 
 
 
Mark N. Lampert
   
 
 
President
   
 
         
         
/s/ Mark N. Lampert  
 
MARK N. LAMPERT
     
 
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