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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington,
D.C. 20549 |
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SCHEDULE 13G |
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Under
the Securities Exchange Act of 1934
(Amendment No. )*
VIACELL, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
92554J105
(CUSIP Number)
DECEMBER 31, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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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 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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CUSIP No. 92554J105 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
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Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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Type of Reporting Person
(See Instructions) |
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(1) This Schedule is filed by TD Javelin Capital Fund, L.P., JVP, L.P., JVP, Inc., TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., TD II Regional Partners, Inc., Tullis-Dickerson Capital Focus II, L.P., Tullis-Dickerson Partners II, L.L.C., Joan P. Neuscheler, James L. L. Tullis, Thomas P. Dickerson, Lyle A. Hohnke and Timothy M. Buono (collectively, the “Tullis-Dickerson Entities”). The Tullis-Dickerson Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes: (i) 921,667 shares owned by TD Javelin Capital Fund, L.P.; (ii) 681,838 shares owned by TD Javelin Capital Fund II, L.P.; (iii) 558,317 shares owned by TD Lighthouse Capital Fund, L.P. (iv) 175,000 shares owned by TD Origen Capital Fund, L.P.; (v) 175,000 shares owned by Tullis-Dickerson Capital Focus II, L.P.; (vi) a fully-exercisable warrant to purchase 250,000 shares of common stock owned by TD Javelin Capital Fund, L.P.; (vii) 10,000 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 20,000 shares of common stock that vests in four equal annual installments beginning on April 14, 2004 held directly by James L. L. Tullis for the benefit of TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., Tullis-Dickerson Capital Focus II, L.P., and JVP, L.P. (the “TD Partnerships”); and (viii) 8,333 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 10,000 shares of common stock that vests in twelve equal monthly installments beginning on June 9, 2005 held directly by James L. L. Tullis for the benefit of the TD Partnerships. James L. L. Tullis, Thomas P. Dickerson, Joan P. Neuscheler, Timothy M. Buono and Lyle A. Hohnke share voting and/or dispositive power over all such shares. These individuals disclaim beneficial ownership of the shares owned by the above entities except to the extent of their proportionate pecuniary interests therein.
(3) This percentage is calculated based upon the aggregate of 38,352,967 shares of the Issuer’s common stock outstanding (as of November 11, 2005), as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2005, plus 250,000 shares of common stock issuable under a fully-exercisable warrant owned by TD Javelin Capital Fund, L.P.
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Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
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Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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(1) This Schedule is filed by TD Javelin Capital Fund, L.P., JVP, L.P., JVP, Inc., TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., TD II Regional Partners, Inc., Tullis-Dickerson Capital Focus II, L.P., Tullis-Dickerson Partners II, L.L.C., Joan P. Neuscheler, James L. L. Tullis, Thomas P. Dickerson, Lyle A. Hohnke and Timothy M. Buono (collectively, the “Tullis-Dickerson Entities”). The Tullis-Dickerson Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes: (i) 921,667 shares owned by TD Javelin Capital Fund, L.P.; (ii) 681,838 shares owned by TD Javelin Capital Fund II, L.P.; (iii) 558,317 shares owned by TD Lighthouse Capital Fund, L.P. (iv) 175,000 shares owned by TD Origen Capital Fund, L.P.; (v) 175,000 shares owned by Tullis-Dickerson Capital Focus II, L.P.; (vi) a fully-exercisable warrant to purchase 250,000 shares of common stock owned by TD Javelin Capital Fund, L.P.; (vii) 10,000 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 20,000 shares of common stock that vests in four equal annual installments beginning on April 14, 2004 held directly by James L. L. Tullis for the benefit of TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., Tullis-Dickerson Capital Focus II, L.P., and JVP, L.P. (the “TD Partnerships”); and (viii) 8,333 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 10,000 shares of common stock that vests in twelve equal monthly installments beginning on June 9, 2005 held directly by James L. L. Tullis for the benefit of the TD Partnerships. James L. L. Tullis, Thomas P. Dickerson, Joan P. Neuscheler, Timothy M. Buono and Lyle A. Hohnke share voting and/or dispositive power over all such shares. These individuals disclaim beneficial ownership of the shares owned by the above entities except to the extent of their proportionate pecuniary interests therein.
(3) This percentage is calculated based upon the aggregate of 38,352,967 shares of the Issuer’s common stock outstanding (as of November 11, 2005), as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2005, plus 250,000 shares of common stock issuable under a fully-exercisable warrant owned by TD Javelin Capital Fund, L.P.
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Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
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Number of |
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Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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(1) This Schedule is filed by TD Javelin Capital Fund, L.P., JVP, L.P., JVP, Inc., TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., TD II Regional Partners, Inc., Tullis-Dickerson Capital Focus II, L.P., Tullis-Dickerson Partners II, L.L.C., Joan P. Neuscheler, James L. L. Tullis, Thomas P. Dickerson, Lyle A. Hohnke and Timothy M. Buono (collectively, the “Tullis-Dickerson Entities”). The Tullis-Dickerson Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes: (i) 921,667 shares owned by TD Javelin Capital Fund, L.P.; (ii) 681,838 shares owned by TD Javelin Capital Fund II, L.P.; (iii) 558,317 shares owned by TD Lighthouse Capital Fund, L.P. (iv) 175,000 shares owned by TD Origen Capital Fund, L.P.; (v) 175,000 shares owned by Tullis-Dickerson Capital Focus II, L.P.; (vi) a fully-exercisable warrant to purchase 250,000 shares of common stock owned by TD Javelin Capital Fund, L.P.; (vii) 10,000 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 20,000 shares of common stock that vests in four equal annual installments beginning on April 14, 2004 held directly by James L. L. Tullis for the benefit of TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., Tullis-Dickerson Capital Focus II, L.P., and JVP, L.P. (the “TD Partnerships”); and (viii) 8,333 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 10,000 shares of common stock that vests in twelve equal monthly installments beginning on June 9, 2005 held directly by James L. L. Tullis for the benefit of the TD Partnerships. James L. L. Tullis, Thomas P. Dickerson, Joan P. Neuscheler, Timothy M. Buono and Lyle A. Hohnke share voting and/or dispositive power over all such shares. These individuals disclaim beneficial ownership of the shares owned by the above entities except to the extent of their proportionate pecuniary interests therein.
(3) This percentage is calculated based upon the aggregate of 38,352,967 shares of the Issuer’s common stock outstanding (as of November 11, 2005), as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2005, plus 250,000 shares of common stock issuable under a fully-exercisable warrant owned by TD Javelin Capital Fund, L.P.
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Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(b) |
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SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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(1) This Schedule is filed by TD Javelin Capital Fund, L.P., JVP, L.P., JVP, Inc., TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., TD II Regional Partners, Inc., Tullis-Dickerson Capital Focus II, L.P., Tullis-Dickerson Partners II, L.L.C., Joan P. Neuscheler, James L. L. Tullis, Thomas P. Dickerson, Lyle A. Hohnke and Timothy M. Buono (collectively, the “Tullis-Dickerson Entities”). The Tullis-Dickerson Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes: (i) 921,667 shares owned by TD Javelin Capital Fund, L.P.; (ii) 681,838 shares owned by TD Javelin Capital Fund II, L.P.; (iii) 558,317 shares owned by TD Lighthouse Capital Fund, L.P. (iv) 175,000 shares owned by TD Origen Capital Fund, L.P.; (v) 175,000 shares owned by Tullis-Dickerson Capital Focus II, L.P.; (vi) a fully-exercisable warrant to purchase 250,000 shares of common stock owned by TD Javelin Capital Fund, L.P.; (vii) 10,000 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 20,000 shares of common stock that vests in four equal annual installments beginning on April 14, 2004 held directly by James L. L. Tullis for the benefit of TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., Tullis-Dickerson Capital Focus II, L.P., and JVP, L.P. (the “TD Partnerships”); and (viii) 8,333 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 10,000 shares of common stock that vests in twelve equal monthly installments beginning on June 9, 2005 held directly by James L. L. Tullis for the benefit of the TD Partnerships. James L. L. Tullis, Thomas P. Dickerson, Joan P. Neuscheler, Timothy M. Buono and Lyle A. Hohnke share voting and/or dispositive power over all such shares. These individuals disclaim beneficial ownership of the shares owned by the above entities except to the extent of their proportionate pecuniary interests therein.
(3) This percentage is calculated based upon the aggregate of 38,352,967 shares of the Issuer’s common stock outstanding (as of November 11, 2005), as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2005, plus 250,000 shares of common stock issuable under a fully-exercisable warrant owned by TD Javelin Capital Fund, L.P.
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
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Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented
by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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(1) This Schedule is filed by TD Javelin Capital Fund, L.P., JVP, L.P., JVP, Inc., TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., TD II Regional Partners, Inc., Tullis-Dickerson Capital Focus II, L.P., Tullis-Dickerson Partners II, L.L.C., Joan P. Neuscheler, James L. L. Tullis, Thomas P. Dickerson, Lyle A. Hohnke and Timothy M. Buono (collectively, the “Tullis-Dickerson Entities”). The Tullis-Dickerson Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes: (i) 921,667 shares owned by TD Javelin Capital Fund, L.P.; (ii) 681,838 shares owned by TD Javelin Capital Fund II, L.P.; (iii) 558,317 shares owned by TD Lighthouse Capital Fund, L.P. (iv) 175,000 shares owned by TD Origen Capital Fund, L.P.; (v) 175,000 shares owned by Tullis-Dickerson Capital Focus II, L.P.; (vi) a fully-exercisable warrant to purchase 250,000 shares of common stock owned by TD Javelin Capital Fund, L.P.; (vii) 10,000 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 20,000 shares of common stock that vests in four equal annual installments beginning on April 14, 2004 held directly by James L. L. Tullis for the benefit of TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., Tullis-Dickerson Capital Focus II, L.P., and JVP, L.P. (the “TD Partnerships”); and (viii) 8,333 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 10,000 shares of common stock that vests in twelve equal monthly installments beginning on June 9, 2005 held directly by James L. L. Tullis for the benefit of the TD Partnerships. James L. L. Tullis, Thomas P. Dickerson, Joan P. Neuscheler, Timothy M. Buono and Lyle A. Hohnke share voting and/or dispositive power over all such shares. These individuals disclaim beneficial ownership of the shares owned by the above entities except to the extent of their proportionate pecuniary interests therein.
(3) This percentage is calculated based upon the aggregate of 38,352,967 shares of the Issuer’s common stock outstanding (as of November 11, 2005), as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2005, plus 250,000 shares of common stock issuable under a fully-exercisable warrant owned by TD Javelin Capital Fund, L.P.
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(b) |
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SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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(1) This Schedule is filed by TD Javelin Capital Fund, L.P., JVP, L.P., JVP, Inc., TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., TD II Regional Partners, Inc., Tullis-Dickerson Capital Focus II, L.P., Tullis-Dickerson Partners II, L.L.C., Joan P. Neuscheler, James L. L. Tullis, Thomas P. Dickerson, Lyle A. Hohnke and Timothy M. Buono (collectively, the “Tullis-Dickerson Entities”). The Tullis-Dickerson Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes: (i) 921,667 shares owned by TD Javelin Capital Fund, L.P.; (ii) 681,838 shares owned by TD Javelin Capital Fund II, L.P.; (iii) 558,317 shares owned by TD Lighthouse Capital Fund, L.P. (iv) 175,000 shares owned by TD Origen Capital Fund, L.P.; (v) 175,000 shares owned by Tullis-Dickerson Capital Focus II, L.P.; (vi) a fully-exercisable warrant to purchase 250,000 shares of common stock owned by TD Javelin Capital Fund, L.P.; (vii) 10,000 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 20,000 shares of common stock that vests in four equal annual installments beginning on April 14, 2004 held directly by James L. L. Tullis for the benefit of TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., Tullis-Dickerson Capital Focus II, L.P., and JVP, L.P. (the “TD Partnerships”); and (viii) 8,333 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 10,000 shares of common stock that vests in twelve equal monthly installments beginning on June 9, 2005 held directly by James L. L. Tullis for the benefit of the TD Partnerships. James L. L. Tullis, Thomas P. Dickerson, Joan P. Neuscheler, Timothy M. Buono and Lyle A. Hohnke share voting and/or dispositive power over all such shares. These individuals disclaim beneficial ownership of the shares owned by the above entities except to the extent of their proportionate pecuniary interests therein.
(3) This percentage is calculated based upon the aggregate of 38,352,967 shares of the Issuer’s common stock outstanding (as of November 11, 2005), as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2005, plus 250,000 shares of common stock issuable under a fully-exercisable warrant owned by TD Javelin Capital Fund, L.P.
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
ý (1) |
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SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
|||
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|
|||||
|
|
11. |
Percent of Class
Represented by Amount in Row (9) |
|||
|
|
|||||
|
|
12. |
Type of Reporting Person
(See Instructions) |
|||
(1) This Schedule is filed by TD Javelin Capital Fund, L.P., JVP, L.P., JVP, Inc., TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., TD II Regional Partners, Inc., Tullis-Dickerson Capital Focus II, L.P., Tullis-Dickerson Partners II, L.L.C., Joan P. Neuscheler, James L. L. Tullis, Thomas P. Dickerson, Lyle A. Hohnke and Timothy M. Buono (collectively, the “Tullis-Dickerson Entities”). The Tullis-Dickerson Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes: (i) 921,667 shares owned by TD Javelin Capital Fund, L.P.; (ii) 681,838 shares owned by TD Javelin Capital Fund II, L.P.; (iii) 558,317 shares owned by TD Lighthouse Capital Fund, L.P. (iv) 175,000 shares owned by TD Origen Capital Fund, L.P.; (v) 175,000 shares owned by Tullis-Dickerson Capital Focus II, L.P.; (vi) a fully-exercisable warrant to purchase 250,000 shares of common stock owned by TD Javelin Capital Fund, L.P.; (vii) 10,000 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 20,000 shares of common stock that vests in four equal annual installments beginning on April 14, 2004 held directly by James L. L. Tullis for the benefit of TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., Tullis-Dickerson Capital Focus II, L.P., and JVP, L.P. (the “TD Partnerships”); and (viii) 8,333 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 10,000 shares of common stock that vests in twelve equal monthly installments beginning on June 9, 2005 held directly by James L. L. Tullis for the benefit of the TD Partnerships. James L. L. Tullis, Thomas P. Dickerson, Joan P. Neuscheler, Timothy M. Buono and Lyle A. Hohnke share voting and/or dispositive power over all such shares. These individuals disclaim beneficial ownership of the shares owned by the above entities except to the extent of their proportionate pecuniary interests therein.
(3) This percentage is calculated based upon the aggregate of 38,352,967 shares of the Issuer’s common stock outstanding (as of November 11, 2005), as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2005, plus 250,000 shares of common stock issuable under a fully-exercisable warrant owned by TD Javelin Capital Fund, L.P.
8
|
|
1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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|
|||||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
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(a) |
o |
||
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(b) |
ý (1) |
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|||||
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3. |
SEC Use Only |
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|||||
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4. |
Citizenship or Place of
Organization |
|||
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|
|||
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Number of |
5. |
Sole Voting Power |
|||
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|||||
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6. |
Shared Voting Power |
||||
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|||||
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7. |
Sole Dispositive Power |
||||
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|||||
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8. |
Shared Dispositive Power |
||||
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|||||
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|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|
|||||
|
|
10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
|||
|
|
|||||
|
|
11. |
Percent of Class
Represented by Amount in Row (9) |
|||
|
|
|||||
|
|
12. |
Type of Reporting Person
(See Instructions) |
|||
(1) This Schedule is filed by TD Javelin Capital Fund, L.P., JVP, L.P., JVP, Inc., TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., TD II Regional Partners, Inc., Tullis-Dickerson Capital Focus II, L.P., Tullis-Dickerson Partners II, L.L.C., Joan P. Neuscheler, James L. L. Tullis, Thomas P. Dickerson, Lyle A. Hohnke and Timothy M. Buono (collectively, the “Tullis-Dickerson Entities”). The Tullis-Dickerson Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes: (i) 921,667 shares owned by TD Javelin Capital Fund, L.P.; (ii) 681,838 shares owned by TD Javelin Capital Fund II, L.P.; (iii) 558,317 shares owned by TD Lighthouse Capital Fund, L.P. (iv) 175,000 shares owned by TD Origen Capital Fund, L.P.; (v) 175,000 shares owned by Tullis-Dickerson Capital Focus II, L.P.; (vi) a fully-exercisable warrant to purchase 250,000 shares of common stock owned by TD Javelin Capital Fund, L.P.; (vii) 10,000 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 20,000 shares of common stock that vests in four equal annual installments beginning on April 14, 2004 held directly by James L. L. Tullis for the benefit of TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., Tullis-Dickerson Capital Focus II, L.P., and JVP, L.P. (the “TD Partnerships”); and (viii) 8,333 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 10,000 shares of common stock that vests in twelve equal monthly installments beginning on June 9, 2005 held directly by James L. L. Tullis for the benefit of the TD Partnerships. James L. L. Tullis, Thomas P. Dickerson, Joan P. Neuscheler, Timothy M. Buono and Lyle A. Hohnke share voting and/or dispositive power over all such shares. These individuals disclaim beneficial ownership of the shares owned by the above entities except to the extent of their proportionate pecuniary interests therein.
(3) This percentage is calculated based upon the aggregate of 38,352,967 shares of the Issuer’s common stock outstanding (as of November 11, 2005), as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2005, plus 250,000 shares of common stock issuable under a fully-exercisable warrant owned by TD Javelin Capital Fund, L.P.
9
|
|
1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
|||
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|
|||||
|
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
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(a) |
o |
||
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(b) |
ý (1) |
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|||||
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3. |
SEC Use Only |
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|||||
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4. |
Citizenship or Place of
Organization |
|||
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|||
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Number of |
5. |
Sole Voting Power |
|||
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|
|||||
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6. |
Shared Voting Power |
||||
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|||||
|
7. |
Sole Dispositive Power |
||||
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|||||
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8. |
Shared Dispositive Power |
||||
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|||||
|
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|
|||||
|
|
10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
|||
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|
|||||
|
|
11. |
Percent of Class
Represented by Amount in Row (9) 7.20% (3) |
|||
|
|
|||||
|
|
12. |
Type of Reporting Person
(See Instructions) |
|||
(1) This Schedule is filed by TD Javelin Capital Fund, L.P., JVP, L.P., JVP, Inc., TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., TD II Regional Partners, Inc., Tullis-Dickerson Capital Focus II, L.P., Tullis-Dickerson Partners II, L.L.C., Joan P. Neuscheler, James L. L. Tullis, Thomas P. Dickerson, Lyle A. Hohnke and Timothy M. Buono (collectively, the “Tullis-Dickerson Entities”). The Tullis-Dickerson Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes: (i) 921,667 shares owned by TD Javelin Capital Fund, L.P.; (ii) 681,838 shares owned by TD Javelin Capital Fund II, L.P.; (iii) 558,317 shares owned by TD Lighthouse Capital Fund, L.P. (iv) 175,000 shares owned by TD Origen Capital Fund, L.P.; (v) 175,000 shares owned by Tullis-Dickerson Capital Focus II, L.P.; (vi) a fully-exercisable warrant to purchase 250,000 shares of common stock owned by TD Javelin Capital Fund, L.P.; (vii) 10,000 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 20,000 shares of common stock that vests in four equal annual installments beginning on April 14, 2004 held directly by James L. L. Tullis for the benefit of TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., Tullis-Dickerson Capital Focus II, L.P., and JVP, L.P. (the “TD Partnerships”); and (viii) 8,333 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 10,000 shares of common stock that vests in twelve equal monthly installments beginning on June 9, 2005 held directly by James L. L. Tullis for the benefit of the TD Partnerships. James L. L. Tullis, Thomas P. Dickerson, Joan P. Neuscheler, Timothy M. Buono and Lyle A. Hohnke share voting and/or dispositive power over all such shares. These individuals disclaim beneficial ownership of the shares owned by the above entities except to the extent of their proportionate pecuniary interests therein.
(3) This percentage is calculated based upon the aggregate of 38,352,967 shares of the Issuer’s common stock outstanding (as of November 11, 2005), as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2005, plus 250,000 shares of common stock issuable under a fully-exercisable warrant owned by TD Javelin Capital Fund, L.P.
10
|
|
1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
|||
|
|
|||||
|
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
|
(a) |
o |
||
|
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(b) |
ý (1) |
||
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|||||
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3. |
SEC Use Only |
|||
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|||||
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4. |
Citizenship or Place of
Organization |
|||
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|||
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Number of |
5. |
Sole Voting Power |
|||
|
|
|||||
|
6. |
Shared Voting Power |
||||
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|
|||||
|
7. |
Sole Dispositive Power |
||||
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|
|||||
|
8. |
Shared Dispositive Power |
||||
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|
|||||
|
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|
|||||
|
|
10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
|||
|
|
|||||
|
|
11. |
Percent of Class Represented
by Amount in Row (9) |
|||
|
|
|||||
|
|
12. |
Type of Reporting Person
(See Instructions) |
|||
(1) This Schedule is filed by TD Javelin Capital Fund, L.P., JVP, L.P., JVP, Inc., TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., TD II Regional Partners, Inc., Tullis-Dickerson Capital Focus II, L.P., Tullis-Dickerson Partners II, L.L.C., Joan P. Neuscheler, James L. L. Tullis, Thomas P. Dickerson, Lyle A. Hohnke and Timothy M. Buono (collectively, the “Tullis-Dickerson Entities”). The Tullis-Dickerson Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes: (i) 921,667 shares owned by TD Javelin Capital Fund, L.P.; (ii) 681,838 shares owned by TD Javelin Capital Fund II, L.P.; (iii) 558,317 shares owned by TD Lighthouse Capital Fund, L.P. (iv) 175,000 shares owned by TD Origen Capital Fund, L.P.; (v) 175,000 shares owned by Tullis-Dickerson Capital Focus II, L.P.; (vi) a fully-exercisable warrant to purchase 250,000 shares of common stock owned by TD Javelin Capital Fund, L.P.; (vii) 10,000 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 20,000 shares of common stock that vests in four equal annual installments beginning on April 14, 2004 held directly by James L. L. Tullis for the benefit of TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., Tullis-Dickerson Capital Focus II, L.P., and JVP, L.P. (the “TD Partnerships”); and (viii) 8,333 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 10,000 shares of common stock that vests in twelve equal monthly installments beginning on June 9, 2005 held directly by James L. L. Tullis for the benefit of the TD Partnerships. James L. L. Tullis, Thomas P. Dickerson, Joan P. Neuscheler, Timothy M. Buono and Lyle A. Hohnke share voting and/or dispositive power over all such shares. These individuals disclaim beneficial ownership of the shares owned by the above entities except to the extent of their proportionate pecuniary interests therein.
(3) This percentage is calculated based upon the aggregate of 38,352,967 shares of the Issuer’s common stock outstanding (as of November 11, 2005), as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2005, plus 250,000 shares of common stock issuable under a fully-exercisable warrant owned by TD Javelin Capital Fund, L.P.
11
|
|
1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
|||
|
|
|||||
|
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
|
(a) |
o |
||
|
|
|
(b) |
ý (1) |
||
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|
|||||
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3. |
SEC Use Only |
|||
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|||||
|
|
4. |
Citizenship or Place of
Organization |
|||
|
|
|
|
|||
|
Number of |
5. |
Sole Voting Power |
|||
|
|
|||||
|
6. |
Shared Voting Power |
||||
|
|
|||||
|
7. |
Sole Dispositive Power |
||||
|
|
|||||
|
8. |
Shared Dispositive Power |
||||
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|
|||||
|
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|
|||||
|
|
10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
|||
|
|
|||||
|
|
11. |
Percent of Class
Represented by Amount in Row (9) |
|||
|
|
|||||
|
|
12. |
Type of Reporting Person
(See Instructions) |
|||
(1) This Schedule is filed by TD Javelin Capital Fund, L.P., JVP, L.P., JVP, Inc., TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., TD II Regional Partners, Inc., Tullis-Dickerson Capital Focus II, L.P., Tullis-Dickerson Partners II, L.L.C., Joan P. Neuscheler, James L. L. Tullis, Thomas P. Dickerson, Lyle A. Hohnke and Timothy M. Buono (collectively, the “Tullis-Dickerson Entities”). The Tullis-Dickerson Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes: (i) 921,667 shares owned by TD Javelin Capital Fund, L.P.; (ii) 681,838 shares owned by TD Javelin Capital Fund II, L.P.; (iii) 558,317 shares owned by TD Lighthouse Capital Fund, L.P. (iv) 175,000 shares owned by TD Origen Capital Fund, L.P.; (v) 175,000 shares owned by Tullis-Dickerson Capital Focus II, L.P.; (vi) a fully-exercisable warrant to purchase 250,000 shares of common stock owned by TD Javelin Capital Fund, L.P.; (vii) 10,000 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 20,000 shares of common stock that vests in four equal annual installments beginning on April 14, 2004 held directly by James L. L. Tullis for the benefit of TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., Tullis-Dickerson Capital Focus II, L.P., and JVP, L.P. (the “TD Partnerships”); and (viii) 8,333 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 10,000 shares of common stock that vests in twelve equal monthly installments beginning on June 9, 2005 held directly by James L. L. Tullis for the benefit of the TD Partnerships. James L. L. Tullis, Thomas P. Dickerson, Joan P. Neuscheler, Timothy M. Buono and Lyle A. Hohnke share voting and/or dispositive power over all such shares. These individuals disclaim beneficial ownership of the shares owned by the above entities except to the extent of their proportionate pecuniary interests therein.
(3) This percentage is calculated based upon the aggregate of 38,352,967 shares of the Issuer’s common stock outstanding (as of November 11, 2005), as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2005, plus 250,000 shares of common stock issuable under a fully-exercisable warrant owned by TD Javelin Capital Fund, L.P.
12
|
|
1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
|||
|
|
|||||
|
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
|
(a) |
o |
||
|
|
|
(b) |
ý (1) |
||
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|
|||||
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|
3. |
SEC Use Only |
|||
|
|
|||||
|
|
4. |
Citizenship or Place of
Organization |
|||
|
|
|
|
|||
|
Number of |
5. |
Sole Voting Power |
|||
|
|
|||||
|
6. |
Shared Voting Power |
||||
|
|
|||||
|
7. |
Sole Dispositive Power |
||||
|
|
|||||
|
8. |
Shared Dispositive Power |
||||
|
|
|||||
|
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|
|||||
|
|
10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
|||
|
|
|||||
|
|
11. |
Percent of Class
Represented by Amount in Row (9) |
|||
|
|
|||||
|
|
12. |
Type of Reporting Person
(See Instructions) |
|||
(1) This Schedule is filed by TD Javelin Capital Fund, L.P., JVP, L.P., JVP, Inc., TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., TD II Regional Partners, Inc., Tullis-Dickerson Capital Focus II, L.P., Tullis-Dickerson Partners II, L.L.C., Joan P. Neuscheler, James L. L. Tullis, Thomas P. Dickerson, Lyle A. Hohnke and Timothy M. Buono (collectively, the “Tullis-Dickerson Entities”). The Tullis-Dickerson Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes: (i) 921,667 shares owned by TD Javelin Capital Fund, L.P.; (ii) 681,838 shares owned by TD Javelin Capital Fund II, L.P.; (iii) 558,317 shares owned by TD Lighthouse Capital Fund, L.P. (iv) 175,000 shares owned by TD Origen Capital Fund, L.P.; (v) 175,000 shares owned by Tullis-Dickerson Capital Focus II, L.P.; (vi) a fully-exercisable warrant to purchase 250,000 shares of common stock owned by TD Javelin Capital Fund, L.P.; (vii) 10,000 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 20,000 shares of common stock that vests in four equal annual installments beginning on April 14, 2004 held directly by James L. L. Tullis for the benefit of TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., Tullis-Dickerson Capital Focus II, L.P., and JVP, L.P. (the “TD Partnerships”); and (viii) 8,333 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 10,000 shares of common stock that vests in twelve equal monthly installments beginning on June 9, 2005 held directly by James L. L. Tullis for the benefit of the TD Partnerships. James L. L. Tullis, Thomas P. Dickerson, Joan P. Neuscheler, Timothy M. Buono and Lyle A. Hohnke share voting and/or dispositive power over all such shares. These individuals disclaim beneficial ownership of the shares owned by the above entities except to the extent of their proportionate pecuniary interests therein.
(3) This percentage is calculated based upon the aggregate of 38,352,967 shares of the Issuer’s common stock outstanding (as of November 11, 2005), as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2005, plus 250,000 shares of common stock issuable under a fully-exercisable warrant owned by TD Javelin Capital Fund, L.P.
13
|
|
1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
|||
|
|
|||||
|
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
|
(a) |
o |
||
|
|
|
(b) |
ý (1) |
||
|
|
|||||
|
|
3. |
SEC Use Only |
|||
|
|
|||||
|
|
4. |
Citizenship or Place of
Organization |
|||
|
|
|
|
|||
|
Number of |
5. |
Sole Voting Power |
|||
|
|
|||||
|
6. |
Shared Voting Power |
||||
|
|
|||||
|
7. |
Sole Dispositive Power |
||||
|
|
|||||
|
8. |
Shared Dispositive Power |
||||
|
|
|||||
|
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|
|||||
|
|
10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
|||
|
|
|||||
|
|
11. |
Percent of Class
Represented by Amount in Row (9) |
|||
|
|
|||||
|
|
12. |
Type of Reporting Person
(See Instructions) |
|||
(1) This Schedule is filed by TD Javelin Capital Fund, L.P., JVP, L.P., JVP, Inc., TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., TD II Regional Partners, Inc., Tullis-Dickerson Capital Focus II, L.P., Tullis-Dickerson Partners II, L.L.C., Joan P. Neuscheler, James L. L. Tullis, Thomas P. Dickerson, Lyle A. Hohnke and Timothy M. Buono (collectively, the “Tullis-Dickerson Entities”). The Tullis-Dickerson Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes: (i) 921,667 shares owned by TD Javelin Capital Fund, L.P.; (ii) 681,838 shares owned by TD Javelin Capital Fund II, L.P.; (iii) 558,317 shares owned by TD Lighthouse Capital Fund, L.P. (iv) 175,000 shares owned by TD Origen Capital Fund, L.P.; (v) 175,000 shares owned by Tullis-Dickerson Capital Focus II, L.P.; (vi) a fully-exercisable warrant to purchase 250,000 shares of common stock owned by TD Javelin Capital Fund, L.P.; (vii) 10,000 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 20,000 shares of common stock that vests in four equal annual installments beginning on April 14, 2004 held directly by James L. L. Tullis for the benefit of TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., Tullis-Dickerson Capital Focus II, L.P., and JVP, L.P. (the “TD Partnerships”); and (viii) 8,333 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 10,000 shares of common stock that vests in twelve equal monthly installments beginning on June 9, 2005 held directly by James L. L. Tullis for the benefit of the TD Partnerships. James L. L. Tullis, Thomas P. Dickerson, Joan P. Neuscheler, Timothy M. Buono and Lyle A. Hohnke share voting and/or dispositive power over all such shares. These individuals disclaim beneficial ownership of the shares owned by the above entities except to the extent of their proportionate pecuniary interests therein.
(3) This percentage is calculated based upon the aggregate of 38,352,967 shares of the Issuer’s common stock outstanding (as of November 11, 2005), as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2005, plus 250,000 shares of common stock issuable under a fully-exercisable warrant owned by TD Javelin Capital Fund, L.P.
14
|
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
ý (1) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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(1) This Schedule is filed by TD Javelin Capital Fund, L.P., JVP, L.P., JVP, Inc., TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., TD II Regional Partners, Inc., Tullis-Dickerson Capital Focus II, L.P., Tullis-Dickerson Partners II, L.L.C., Joan P. Neuscheler, James L. L. Tullis, Thomas P. Dickerson, Lyle A. Hohnke and Timothy M. Buono (collectively, the “Tullis-Dickerson Entities”). The Tullis-Dickerson Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes: (i) 921,667 shares owned by TD Javelin Capital Fund, L.P.; (ii) 681,838 shares owned by TD Javelin Capital Fund II, L.P.; (iii) 558,317 shares owned by TD Lighthouse Capital Fund, L.P. (iv) 175,000 shares owned by TD Origen Capital Fund, L.P.; (v) 175,000 shares owned by Tullis-Dickerson Capital Focus II, L.P.; (vi) a fully-exercisable warrant to purchase 250,000 shares of common stock owned by TD Javelin Capital Fund, L.P.; (vii) 10,000 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 20,000 shares of common stock that vests in four equal annual installments beginning on April 14, 2004 held directly by James L. L. Tullis for the benefit of TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., Tullis-Dickerson Capital Focus II, L.P., and JVP, L.P. (the “TD Partnerships”); and (viii) 8,333 shares of common stock that have vested or will vest within 60 days under an employee stock option to purchase a total of 10,000 shares of common stock that vests in twelve equal monthly installments beginning on June 9, 2005 held directly by James L. L. Tullis for the benefit of the TD Partnerships. James L. L. Tullis, Thomas P. Dickerson, Joan P. Neuscheler, Timothy M. Buono and Lyle A. Hohnke share voting and/or dispositive power over all such shares. These individuals disclaim beneficial ownership of the shares owned by the above entities except to the extent of their proportionate pecuniary interests therein.
(3) This percentage is calculated based upon the aggregate of 38,352,967 shares of the Issuer’s common stock outstanding (as of November 11, 2005), as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2005, plus 250,000 shares of common stock issuable under a fully-exercisable warrant owned by TD Javelin Capital Fund, L.P.
15
Introductory Note: This Statement on Schedule 13G is filed on behalf of TD Javelin Capital Fund, L.P., a limited partnership organized under the laws of the State of Delaware (“Javelin”), JVP, L.P., a limited partnership organized under the laws of the State of Delaware (“JVP”), JVP, Inc., a corporation incorporation under the laws of the State of Delaware (“JVP, Inc.”), TD Javelin Capital Fund II, L.P., a limited partnership organized under the laws of the State of Delaware (“Javelin II”), TD Origen Capital Fund, L.P., a limited partnership organized under the laws of the State of Delaware (“Origen”), TD Lighthouse Capital Fund, L.P., a limited partnership organized under the laws of the State of Delaware (“Lighthouse”), TD II Regional Partners, Inc., a corporation incorporated under the laws of the State of Delaware (“Regional Partners”), Tullis-Dickerson Capital Focus II, L.P., a limited partnership organized under the laws of the State of Delaware (“Capital Focus III”), Tullis-Dickerson Partners II, L.L.C., a limited liability company organized under the laws of the State of Delaware (“Partners III”), James L. L. Tullis (“Tullis”), Joan P. Neuscheler (“Neuscheler”), Thomas P. Dickerson (“Dickerson”), Lyle A. Hohnke (“Hohnke”) and Timothy M. Buono (“Buono” and collectively with Origen, Lighthouse, Regional Partners, Capital Focus III, Partners III, Neuscheler, Tullis, Dickerson, and Hohnke, the “Tullis-Dickerson Entities”) in respect of shares of Common Stock of ViaCell, Inc. JVP, L.P. is the sole general partner of TD Javelin Capital Fund II, L.P. JVP, Inc. is the sole general partner of JVP, L.P. TD II Regional Partners, Inc. is the sole general partner of TD Javelin TD Origen Capital Fund, L.P. and TD Lighthouse Capital Fund, L.P. Tullis-Dickerson Partners II, L.L.C. is the sole general partner of Tullis-Dickerson Capital Focus II, L.P. James L. L. Tullis, Thomas P. Dickerson, Joan P. Neuscheler, Timothy M. Buono and Lyle A. Hohnke possess voting and dispositive power over JVP, L.P., JVP, Inc., TD II Regional Partners, Inc., and Tullis-Dickerson Partners II, L.L.C.
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Item 1. |
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(a) |
Name
of Issuer |
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(b) |
Address
of Issuer’s Principal Executive Offices Cambridge, Massachusetts 02142 |
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Item 2. |
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(a) |
Name
of Person Filing JVP, L.P. JVP, Inc. TD Javelin Capital Fund II, L.P. TD Origen Capital Fund, L.P. TD Lighthouse Capital Fund, L.P. TD II Regional Partners, Inc. Tullis-Dickerson Capital Focus II, L.P. Tullis-Dickerson Partners II, L.L.C. James L. L. Tullis Joan P. Neuscheler Thomas P. Dickerson Lyle A. Hohnke Timothy M. Buono |
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(b) |
Address
of Principal Business Office or, if none, Residence Greenwich, Connecticut 06830 |
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(c) |
Citizenship |
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(d) |
Title
of Class of Securities |
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(e) |
CUSIP
Number |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
o |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Not applicable. |
16
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Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned:
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(b) |
Percent of class:
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote
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(ii) |
Shared power to vote or to direct the vote
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(iii) |
Sole power to dispose or to direct the disposition of
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(iv) |
Shared power to dispose or to direct the disposition of
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Tullis-Dickerson |
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Shares Held |
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Warrants |
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Sole |
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Shared |
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Sole |
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Shared |
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Beneficial |
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Percentage |
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TD Javelin Capital Fund, L.P. |
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921,667 |
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250,000 |
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0 |
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2,780,155 |
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0 |
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2,780,155 |
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2,780,155 |
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7.25 |
% |
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JVP, L.P. |
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0 |
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0 |
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0 |
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2,780,155 |
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0 |
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2,780,155 |
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2,780,155 |
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7.25 |
% |
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JVP, Inc. |
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0 |
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0 |
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0 |
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2,780,155 |
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0 |
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2,780,155 |
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2,780,155 |
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7.25 |
% |
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TD Javelin Capital Fund II, L.P. |
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681,838 |
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0 |
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0 |
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2,780,155 |
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0 |
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2,780,155 |
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2,780,155 |
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7.25 |
% |
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TD Origen Capital Fund, L.P. |
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175,000 |
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0 |
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0 |
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2,780,155 |
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0 |
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2,780,155 |
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2,780,155 |
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7.25 |
% |
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TD Lighthouse Capital Fund, L.P. |
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558,317 |
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0 |
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0 |
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2,780,155 |
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0 |
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2,780,155 |
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2,780,155 |
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7.25 |
% |
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TD II Regional Partners, Inc. |
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0 |
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0 |
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0 |
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2,780,155 |
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0 |
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2,780,155 |
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2,780,155 |
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7.25 |
% |
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Tullis-Dickerson Capital Focus II, L.P. |
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175,000 |
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0 |
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0 |
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2,780,155 |
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0 |
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2,780,155 |
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2,780,155 |
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7.25 |
% |
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Tullis-Dickerson Partners II, L.L.C. |
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0 |
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0 |
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0 |
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2,780,155 |
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0 |
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2,780,155 |
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2,780,155 |
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7.25 |
% |
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James L. L. Tullis |
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18,333 |
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0 |
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0 |
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2,780,155 |
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0 |
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2,780,155 |
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2,780,155 |
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7.25 |
% |
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Joan P. Neuscheler |
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0 |
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0 |
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0 |
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2,780,155 |
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0 |
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2,780,155 |
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2,780,155 |
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7.25 |
% |
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Thomas P. Dickerson |
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0 |
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0 |
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0 |
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2,780,155 |
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0 |
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2,780,155 |
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2,780,155 |
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7.25 |
% |
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Lyle A. Hohnke |
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0 |
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0 |
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0 |
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2,780,155 |
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0 |
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2,780,155 |
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2,780,155 |
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7.25 |
% |
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Timothy M. Buono |
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0 |
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0 |
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0 |
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2,780,155 |
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0 |
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2,780,155 |
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2,780,155 |
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7.25 |
% |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not applicable. |
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Item 8. |
Identification and Classification of Members of the Group |
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Not applicable. |
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Item 9. |
Notice of Dissolution of Group |
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Not applicable. |
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Item 10. |
Certification |
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Not applicable. |
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17
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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February 14, 2006 |
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TD JAVELIN CAPITAL FUND, L.P. |
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BY: |
JVP, L.P. |
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ITS: |
GENERAL PARTNER |
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BY: |
JVP, INC. |
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ITS: |
GENERAL PARTNER |
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By: |
/s/ James L. L. Tullis |
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James L. L. Tullis |
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Chief Executive Officer |
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February 14, 2006 |
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JVP, L.P. |
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BY: |
JVP, INC. |
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ITS: |
GENERAL PARTNER |
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By: |
/s/ James L. L. Tullis |
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James L. L. Tullis |
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Chief Executive Officer |
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February 14, 2006 |
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JVP, INC. |
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By: |
/s/ James L. L. Tullis |
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James L. L. Tullis |
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Chief Executive Officer |
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February 14, 2006 |
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TD JAVELIN CAPITAL FUND II, L.P. |
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BY: |
TD II REGIONAL PARTNERS, INC. |
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ITS: |
GENERAL PARTNER |
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By: |
/s/ James L. L. Tullis |
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James L. L. Tullis |
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Chief Executive Officer |
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February 14, 2006 |
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TD ORIGEN CAPITAL FUND, L.P. |
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BY: |
TD II REGIONAL PARTNERS, INC. |
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ITS: |
GENERAL PARTNER |
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By: |
/s/ James L. L. Tullis |
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James L. L. Tullis |
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Chief Executive Officer |
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February 14, 2006 |
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TD LIGHTHOUSE CAPITAL FUND, L.P. |
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BY: |
TD II REGIONAL PARTNERS, INC. |
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ITS: |
GENERAL PARTNER |
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By: |
/s/ James L. L. Tullis |
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James L. L. Tullis |
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Chief Executive Officer |
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February 14, 2006 |
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TD II Regional Partners, Inc. |
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By: |
/s/ James L. L. Tullis |
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James L. L. Tullis |
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Chief Executive Officer |
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18
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February 14, 2006 |
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Tullis-Dickerson Capital Focus II, L.P. |
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BY: |
TULLIS-DICKERSON PARTNERS II, L.L.C. |
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ITS: |
GENERAL PARTNER |
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By: |
/s/ James L. L. Tullis |
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James L. L. Tullis |
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Principal |
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February 14, 2006 |
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TULLIS-DICKERSON PARTNERS II, L.L.C. |
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By: |
/s/ James L. L. Tullis |
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James L. L. Tullis |
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Principal |
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February 14, 2006 |
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By: |
/s/ James L. L. Tullis |
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JAMES L. L. TULLIS |
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February 14, 2006 |
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By: |
/s/ Joan P. Neuscheler |
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JOAN P. NEUSCHELER |
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February 14, 2006 |
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By: |
/s/ Thomas P. Dickerson |
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THOMAS P. DICKERSON |
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February 14, 2006 |
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By: |
/s/ Lyle A. Hohnke |
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LYLE A. HOHNKE |
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February 14, 2006 |
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By: |
/s/ Timothy M. Buono |
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TIMOTHY M. BUONO |
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19
EXHIBIT INDEX
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Exhibit No. |
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99.1 |
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Agreement pursuant to Rule 13d-1(k)(1) among TD Javelin Capital Fund, L.P., JVP, L.P., JVP, Inc., TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P., TD Lighthouse Capital Fund, L.P., TD II Regional Partners, Inc., Tullis-Dickerson Capital Focus II, L.P., Tullis-Dickerson Partners II, L.L.C., James L. L. Tullis, Joan P. Neuscheler, Thomas P. Dickerson, Lyle A. Hohnke and Timothy M. Buono. |
20