Schedule 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
LA JOLLA PHARMACEUTICAL COMPANY
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
503459109
(CUSIP Number)
May 24, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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).
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1 |
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NAMES OF REPORTING PERSONS
Boxer Capital, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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5 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
6 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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8,277,434 |
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EACH |
7 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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-0- |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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8,277,434 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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8,277,434 |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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8.741%* |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
* Based on 94,693,083 Common Shares outstanding, the sum of (i) 65,722,648 Common Shares reported outstanding on the Issuers Quarterly Report on Form 10-Q filed on May 21, 2010, and (ii) 28,970,435 shares issued by the Issuer pursuant to the Stock Purchase Agreement dated May 24, 2010, as reported on the Issuers Form 8-K filed on May 28, 2010.
Page 2 of 9
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1 |
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NAMES OF REPORTING PERSONS
Boxer Asset Management Inc. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Bahamas |
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5 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
6 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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8,277,434 |
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EACH |
7 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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-0- |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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8,277,434 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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8,277,434 |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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8.741%* |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
* Based on 94,693,083 Common Shares outstanding, the sum of (i) 65,722,648 Common Shares reported outstanding on the Issuers Quarterly Report on Form 10-Q filed on May 21, 2010, and (ii) 28,970,435 shares issued by the Issuer pursuant to the Stock Purchase Agreement dated May 24, 2010, as reported on the Issuers Form 8-K filed on May 28, 2010.
Page 3 of 9
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1 |
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NAMES OF REPORTING PERSONS
MVA Investors, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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5 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
6 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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1,190,927 |
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EACH |
7 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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-0- |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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1,190,927 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,190,927 |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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1.258%* |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
* Based on 94,693,083 Common Shares outstanding, the sum of (i) 65,722,648 Common Shares reported outstanding on the Issuers Quarterly Report on Form 10-Q filed on May 21, 2010, and (ii) 28,970,435 shares issued by the Issuer pursuant to the Stock Purchase Agreement dated May 24, 2010, as reported on the Issuers Form 8-K filed on May 28, 2010.
Page 4 of 9
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1 |
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NAMES OF REPORTING PERSONS
Joseph Lewis |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United Kingdom |
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5 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
6 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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8,277,434 |
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EACH |
7 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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-0- |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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8,277,434 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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8,277,434 |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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8.741%* |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
* Based on 94,693,083 Common Shares outstanding, the sum of (i) 65,722,648 Common Shares reported outstanding on the Issuers Quarterly Report on Form 10-Q filed on May 21, 2010, and (ii) 28,970,435 shares issued by the Issuer pursuant to the Stock Purchase Agreement dated May 24, 2010, as reported on the Issuers Form 8-K filed on May 28, 2010.
Page 5 of 9
Item 1(a). Name of Issuer:
La Jolla Pharmaceutical Company (the Issuer)
Item 1(b). Address of Issuers Principal Executive Offices:
4365 Executive Drive, Suite 300
San Diego, California
92121
Item 2(a). Name of Person Filing:
This Schedule 13G is jointly filed by Boxer Capital, LLC (Boxer Capital), Boxer Asset
Management Inc. (Boxer Management), Joseph Lewis, and MVA Investors, LLC (MVA) (together with
Boxer Capital and Boxer Management, and Joseph Lewis, the Reporting Persons). Boxer Management is
the managing member and majority owner of Boxer Capital. Joseph Lewis is the sole indirect owner
and controls Boxer Management. MVA is the independent, personal investment vehicle of certain
employees of Boxer Capital and Tavistock Life Sciences Company, which is a Delaware corporation and
an affiliate of Boxer Capital. As such, MVA is not controlled by Boxer Capital, Boxer Management
and Joseph Lewis.
Item 2(b). Address of Principal Business Office, or, if none, Residence:
The principal business address of both Boxer Capital and MVA is: 445 Marine View Avenue, Suite
100, Del Mar, CA 92014. The principal business address of both Boxer Management and Joseph Lewis
is: c/o Cay House P.O. Box N-7776 E.P. Taylor Drive Lyford Cay, New Providence, Bahamas.
Item 2(c). Citizenship:
Boxer Capital is a limited liability company organized under the laws of Delaware. Boxer
Management is organized under the laws of the Bahamas. MVA is a limited liability company
organized under the laws of Delaware. Joseph Lewis is a citizen of the United Kingdom.
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value, (the Common Shares).
Item 2(e). CUSIP Number:
503459109
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Item 3. |
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether
the person filing is a: |
Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned:
Boxer Capital, Boxer Management and Joseph Lewis beneficially own 8,277,434* Common Shares.
MVA beneficially owns 1,190,927* Common Shares.
(b) Percent of class:
The Common Shares beneficially owned by Boxer Capital, Boxer Management and Joseph Lewis
represent 8.741%* of the Issuers outstanding Common Shares outstanding. The Common Shares
beneficially owned by MVA represent 1.258%* of the Issuers outstanding Common Shares.
Page 6 of 9
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
MVA has the sole power to vote the 1,190,927* Common Shares it beneficially owns Boxer
Capital, Boxer Management and Joseph Lewis do not have the sole power to vote or direct the vote of
any Common Shares.
(ii) Shared power to vote or to direct the vote:
Boxer Capital, Boxer Management and Joseph Lewis have shared voting power with respect to the
8,277,434* Common Shares they beneficially own. MVA does not have shared power to vote or direct
the vote of any Common Shares.
(iii) Sole power to dispose or direct the disposition of:
MVA has the sole power to dispose of the 1,190,927* Common Shares it beneficially owns. Boxer
Capital, Boxer Management and Joseph Lewis do not have the sole power to dispose or direct the
disposition of any Common Shares.
(iv) Shared power to dispose or to direct the disposition of:
The Boxer Capital, Boxer Management and Joseph Lewis have shared dispositive power with
respect to the 8,277,434* Common Shares they beneficially own. MVA does not have shared power to
dispose of or direct the disposition of any Common Shares.
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* |
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The Reporting Persons may be deemed to beneficially own 9,468,361 Common Shares which
constitute approximately 9.999% of a notional number of the Issuers outstanding Common Shares
(based on 94,693,083 Common Shares outstanding, the sum of (i) 65,722,648 Common Shares reported
outstanding on the Issuers Quarterly Report on Form 10-Q filed on May 21, 2010, and (ii)
28,970,435 shares issued by the Issuer pursuant to the Stock Purchase Agreement dated May 24, 2010,
as reported on the Issuers Form 8-K filed on May 28, 2010.). Boxer Capital has shared voting and
dispositive power with regard to the 8,277,434 Common Shares it owns directly. Boxer Management and
Joseph Lewis each have shared voting and dispositive power with regard to the Common Shares owned
directly by Boxer Capital. MVA has sole voting and dispositive power over the Common Shares owned
by it. Neither Boxer Capital, Boxer Management nor Mr. Lewis have any voting or dispositive power
with regard to the Common Shares held by MVA. |
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.
Only Boxer Capital has the right to receive dividends and the proceeds from the sale of the
Common Shares held by Boxer Capital. Only MVA has the right to receive dividends and the proceeds
from sale of the Common Shares held by the MVA. See Item 4 above.
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Item 7. |
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Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported by the Parent Holding Company. |
Not applicable.
Item 8. Identification and Classification of Member of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Page 7 of 9
Item 10. Certification.
(c) 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 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.
Exhibits
1 Joint Filing Agreement, dated the date hereof, between the Reporting Persons.
Page 8 of 9
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.
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BOXER CAPITAL, LLC
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Date: June 3, 2010 |
By: |
/s/ Aaron Davis
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Name: |
Aaron Davis |
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Title: |
Authorized Signatory |
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BOXER ASSET MANAGEMENT INC.
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By: |
/s/ Jefferson R. Voss
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Name: |
Jefferson R. Voss |
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Title: |
Director |
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MVA Investors, LLC
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By: |
/s/ Neil Reisman
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Name: |
Neil Reisman |
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Title: |
Authorized Signatory |
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JOSEPH LEWIS
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By: |
/s/ Joseph Lewis
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Joseph Lewis, Individually |
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Page 9 of 9