SC 13D
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
SYNVISTA THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
87164M100
(CUSIP Number)
Scott Kislin, Esq.
General Counsel
Atticus Capital LP
152 West 57th Street, 45th Floor
New York, New York 10019
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 25, 2007
(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-l(e), 240.13d-l(f) or 240.13d-l (g), check the following box. o
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.
* 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 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).
Persons who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
TABLE OF CONTENTS
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CUSIP No. |
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87164M100 |
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2 |
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of |
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10 |
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1 |
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Names of Reporting Persons. Atticus Capital LP
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| I.R.S. Identification Nos. of Above Persons (entities only). |
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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) o |
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3 |
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SEC Use Only |
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4 |
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Source of Funds (See Instructions): |
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WC |
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5 |
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
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o |
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6 |
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Citizenship or Place of Organization: |
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Delaware
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7 |
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Sole Voting Power |
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Number of |
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2,000,000 |
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Shares |
8 |
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Shared Voting Power |
Beneficially by |
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Owned by |
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0 |
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Each |
9 |
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Sole Dispositive Power |
Reporting |
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Person |
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2,000,000 |
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With |
10 |
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Shared Dispositive Power |
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0 |
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11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person: |
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2,000,000 |
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12 |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
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13 |
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Percent of Class Represented by Amount in Row (11): |
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43.6% |
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14 |
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Type of Reporting Person (See Instructions) |
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PN |
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CUSIP No. |
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87164M100 |
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Page |
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3 |
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of |
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10 |
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1 |
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Names of Reporting Persons. Atticus Management LLC
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| I.R.S. Identification Nos. of above persons(entities only). |
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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) o |
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3 |
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SEC Use Only |
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4 |
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Source of Funds (See Instructions): |
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WC |
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5 |
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
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o |
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6 |
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Citizenship or Place of Organization: |
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Delaware
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7 |
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Sole Voting Power |
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Number of |
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2,000,000 |
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Shares |
8 |
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Shared Voting Power |
Beneficially |
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Owned by |
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0 |
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Each |
9 |
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Sole Dispositive Power |
Reporting |
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Person |
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2,000,000 |
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With: |
10 |
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Shared Dispositive Power |
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0 |
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11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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2,000,000 |
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12 |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) |
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o
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13 |
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Percent of Class Represented by Amount in Row (11) |
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43.6% |
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14 |
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Type of Reporting Person (See Instructions) |
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OO |
2
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CUSIP No. |
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87164M100 |
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Page |
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4 |
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of |
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10 |
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1 |
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Names of Reporting Persons. Timothy R. Barakett
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I.R.S. Identification Nos. of above persons (entities only). |
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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) o |
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3 |
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Sec Use Only |
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4 |
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Source of Funds (See Instructions) |
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OO |
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5 |
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) Or 2(e) |
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o |
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6 |
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Citizenship or Place of Organization: |
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Canada
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7 |
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Sole Voting Power |
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Number Of |
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2,000,000 |
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Shares |
8 |
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Shared Voting Power |
Beneficially |
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Owned By |
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0 |
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Each |
9 |
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Sole Dispositive Power |
Reporting |
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Person |
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2,000,000 |
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With |
10 |
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Shared Dispositive Power |
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0 |
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11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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2,000,000 |
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12 |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
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13 |
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Percent of Class Represented by Amount in Row (11) |
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43.6% |
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14 |
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Type of Reporting Person (See Instructions) |
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HC, IN |
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CUSIP No. 87164M100
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Page 5 of 10 |
This Statement on Schedule 13D relates to shares of common stock, par value $0.01 per share
(the Shares), of Synvista Therapeutics, Inc., f/k/a Alteon Inc., a Delaware corporation (the
Company).
Item 1. Security and Issuer
The class of equity securities to which this statement on Schedule 13D relates to is the
Shares. The address of the principal executive office of the Company is 221 West Grand Avenue,
Suite 200, Montvale, New Jersey 07645.
Item 2. Identity and Background
(a), (b) and (c) This statement is being filed by Atticus Capital LP (Atticus Capital),
Atticus Management LLC (Atticus Management) and Mr. Timothy R. Barakett (Mr. Barakett and
collectively with Atticus Capital and Atticus Management, the Reporting Persons). The address of
the principal business and principal office of the Reporting Persons is 152 W. 57th
Street, 45th Floor, New York, NY 10019.
Mr. Barakett is the Chairman, Chief Executive Officer and Managing Member of Atticus
Management, a Delaware limited liability company. Atticus Management is the sole general partner
of Atticus Capital, a Delaware limited partnership. Atticus Capital, together with certain of its
affiliated entities (collectively, the Atticus Entities), acts as adviser for various investment
funds (the Funds) and managed accounts (the Accounts).
(d) None of the Reporting Persons, nor any of their officers or managing directors, have,
during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) None of the Reporting Persons, nor any of their officers or managing directors, have,
during the last five years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in 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 violations with respect to such laws.
(f) Mr. Barakett is a citizen of Canada.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price for the Series B Preferred Stock, $0.01 par value per share (the
Series B Preferred Stock), and warrants to purchase shares of Series B Preferred Stock (the
Warrants) convertible within 60 days to Shares (the Series B Preferred Stock and the Warrants
collectively, the Convertible Securities) that the Reporting Persons may be deemed to
beneficially own is approximately $4,000,000. Such funds have come from the working capital of the
Funds and the Accounts.
The securities held for the Funds and Accounts may be held through margin accounts maintained
with brokers, which extend margin credit as and when required to open or carry positions in their
margin accounts, subject to applicable federal margin regulations, stock exchange rules and such
firms credit policies. The positions which may be held in the margin accounts, including the
Convertible Securities, are pledged as collateral security for the repayment of debit balances in
the respective accounts.
Item 4. Purpose of Transaction
The Reporting Persons acquired the Convertible Securities for investment purposes, and such
purchases have been made in the Reporting Persons ordinary course of business. The Reporting
Persons expect to review from time to time their investment in the Company and may, depending on
market and other conditions, (i) purchase additional Shares, options or related derivatives in the
open market, in privately negotiated transactions or otherwise and (ii) sell all or a portion of
the Convertible Securities, Shares, options or related derivatives now beneficially owned or
hereafter acquired by them.
Except as set forth above, none of the Reporting Persons has any plans or proposals which
relate to, or could result in, any of the matters referred to in subsections (a) through (j) of
Item 4 of Schedule 13D. The Reporting Persons reserve the right to change their plans or
intentions and to take any and all actions that they may deem to be in the best interests of the
Funds and the Accounts.
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CUSIP No. 87164M100
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Page 6 of 10 |
Item 5. Interest in Securities of the Issuer
(a) and (b) Based on the Companys Quarterly Report on Form 10-Q, filed August 14, 2007, as of
August 1, 2007, there were 2,586,377 Shares outstanding. Each of the Reporting Persons may be
deemed to beneficially own the aggregate number of Shares set forth in the table below that may be
acquired upon conversion of Series B Preferred Stock, including Series B Preferred Stock issuable
upon exercise of the Warrants, owned directly by the Funds and Accounts:
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Fund/Account |
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Number of Shares |
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Percentage of Class Outstanding |
Atticus Global Advisors, Ltd.
(Atticus Global) |
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1,750,000 |
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40.4 |
% |
Green Way Managed Account
Series, Ltd.
(Green Way) |
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250,000 |
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8.8 |
% |
Such aggregate number of Shares is comprised of (i) 1,600,000 Shares issuable upon conversion
of 1,600,000 shares of Series B Preferred Stock and (ii) 400,000 Shares issuable upon conversion of
400,000 shares of Series B Preferred Stock issuable upon exercise of warrants to purchase such
shares of Series B Preferred Stock. The Reporting Persons have sole power to vote, direct the
vote, dispose of or direct the disposition of the Convertible Securities that they beneficially
own.
The percentage of outstanding Shares that each of the Reporting Persons may be deemed to
beneficially own is calculated based on the conversion of the Series B Preferred Stock and the
Series B Preferred Stock issuable upon exercise of the Warrants that may be deemed to be
beneficially owned by such Reporting Person, but without the conversion or exercise of such
securities that may be owned by any other person. Assuming the conversion into Shares of all
shares of Series B Preferred Stock and Series B Preferred Stock issuable upon the exercise of
Warrants issued pursuant to the Series B Preferred Stock and Warrant Purchase Agreement, dated
April 5, 2007, among the Company, Atticus Global, Green Way and the other purchasers listed therein
(the Series B Preferred Stock and Warrant Purchase Agreement), as amended by Amendment No. 1,
dated June 1, 2007 (Amendment No. 1), the percentage of the outstanding Shares that the Reporting
Persons may be deemed beneficially to own would be approximately 13.3%.
(c) All of the Shares that the Reporting Persons may be deemed to beneficially own were
purchased by the entities noted above pursuant to the Series B Preferred Stock and Warrant Purchase
Agreement, as amended by Amendment No. 1. The Reporting Persons did not engage in any other
transactions involving the Shares during the past 60 days prior to and including August 17, 2007.
(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 the proceeds from the sale of, the Shares.
(e) Not applicable.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting
Persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any
securities covered by this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
The Shares that the Reporting Persons may be deemed to beneficially own were purchased
pursuant to the Series B Preferred Stock and Warrant Purchase Agreement, a copy of which is filed
as Exhibit 1 hereto, Amendment No. 1, a copy of which is filed as Exhibit 2 hereto, a Registration
Rights Agreement, dated July 25, 2007, with the Company, a copy of which is filed as Exhibit 3
hereto, and a Preferred Stock Purchase Warrant, a copy of which is filed as Exhibit 4 hereto.
Exhibits 1 through 4 are incorporated herein by reference.
In addition, the Funds and Accounts may in the future from time to time enter into and unwind
cash settled equity swaps, exchange traded over-the-counter puts and calls, warrants, forward
purchase or sale transactions, future transactions, cap transactions, floor transactions, collar
transactions, or other options or derivative or risk
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CUSIP No. 87164M100
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Page 7 of 10 |
management transactions with respect to the Shares. The return on such contracts may be
wholly or partially dependent on the market value of the Shares, the relative value of the Shares
in comparison to one or more other financial instruments, indexes, securities, baskets or groups of
securities in which Shares may be included, currencies, commodities, bonds, equity securities,
loans, interest rates, catastrophe events, weather-related events, credit-related events or
conditions or any index or other similar transaction (including any option with respect to any of
these transactions) or any combination of these transactions with one or more counterparties.
From time to time, each of the Reporting Persons may lend portfolio securities to brokers,
banks or other financial institutions. These loans typically obligate the borrower to return the
securities, or an equal amount of securities of the same class, to the lender and typically provide
that the borrower is entitled to exercise voting rights and retain dividends during the term of the
loan. From time to time, to the extent permitted by applicable law, each of the Reporting Persons
may borrow securities, including Shares, for the purpose of effecting, and may effect, short sale
transactions, and may purchase securities for the purpose of closing out short sale positions in
such securities.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have
entered into a Joint Filing Agreement attached hereto as Exhibit 5, with respect to the joint
filing of the Schedule 13D and any amendment or amendments thereto.
Except as described herein, the Reporting Persons do not have any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with respect to any securities
of the Company, including but not limited to the transfer or voting of any of the securities,
finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
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Exhibit 1
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Series B Preferred Stock and Warrant Purchase
Agreement, dated April 5, 2007, among the Company
and the Purchasers named therein (incorporated by
reference to Exhibit 10.1 to the Companys report on
Form 8-K filed April 11, 2007). |
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Exhibit 2
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Amendment No. 1 to Series B Preferred Stock and
Warrant Purchase Agreement, dated June 1, 2007,
among the Company and the Purchasers referred to in
Exhibit 1 (incorporated by reference to Exhibit 10.2
to the Companys report on Form 8-K filed June 7,
2007). |
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Exhibit 3
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Registration Rights Agreement, dated July 25, 2007,
among the Company and the Purchasers referred to in
Exhibit 1 (incorporated by reference to Exhibit 10.3
to the Companys report on Form 8-K filed April 11,
2007). |
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Exhibit 4
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Preferred Stock Purchase Warrant, dated July 25,
2007, made by the Company (incorporated by reference
to Exhibit 10.4 to the Companys report on Form 8-K
filed April 11, 2007). |
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Exhibit 5
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Joint Filing Agreement of the Reporting Persons. |
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Exhibit 6
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Power of Attorney dated June 7, 2007. |
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CUSIP No. 87164M100
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Page 8 of 10 |
Signatures
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: August 20, 2007
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ATTICUS CAPITAL LP |
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By:
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Atticus Management LLC,
its general partner |
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By:
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/s/ Timothy R. Barakett*
Timothy R. Barakett
Managing Member
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ATTICUS MANAGEMENT LLC |
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By:
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/s/ Timothy R. Barakett*
Timothy R. Barakett
Managing Member
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TIMOTHY BARAKETT |
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By:
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/s/ Timothy R. Barakett*
Timothy R. Barakett
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* by Dennis Bertron, attorney-in-fact |
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