-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CRYySF24vvDRXsRNsupPxzepAFH6wGOnBT8NZs0Sx+OLB0SjWkJr+UUgimrQ7r8A zpO48C8MD83kLynOIg8eiQ== 0001104659-06-076480.txt : 20061120 0001104659-06-076480.hdr.sgml : 20061120 20061120135118 ACCESSION NUMBER: 0001104659-06-076480 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061120 DATE AS OF CHANGE: 20061120 GROUP MEMBERS: EFFICACY BIOTECH FUND L.P. GROUP MEMBERS: EFFICACY BIOTECH FUND LTD. GROUP MEMBERS: EFFICACY BIOTECH MASTER FUND LTD. GROUP MEMBERS: JON FAIZ KAYYEM GROUP MEMBERS: MARK LAPPE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRAECIS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001033025 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043200305 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60009 FILM NUMBER: 061229219 BUSINESS ADDRESS: STREET 1: 830 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 7817954100 MAIL ADDRESS: STREET 1: 830 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Efficacy Capital, Ltd. CENTRAL INDEX KEY: 0001350855 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11622 EL CAMINO REAL, SUITE 100 CITY: SAN DEIGO STATE: CA ZIP: 92130 BUSINESS PHONE: 858-759-1499 MAIL ADDRESS: STREET 1: 11622 EL CAMINO REAL, SUITE 100 CITY: SAN DEIGO STATE: CA ZIP: 92130 SC 13D/A 1 a06-24245_1sc13da.htm AMENDMENT

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: February 28, 2009

 

SCHEDULE 13D/A

Estimated average burden hours per response. . 14.5

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

PRAECIS PHARMACEUTICALS, INC.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

739421402

(CUSIP Number)

 

EFFICACY CAPITAL, LTD.

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

Mark Lappe, Managing Partner

 

with a copy to:

Jon Faiz Kayyem, Managing Partner

 

Morrison & Foerster LLP

11622 El Camino Real, Suite 100

 

Jeremy D. Glaser, Esq.

San Diego, CA 92130

 

12531 High Bluff Drive, Suite 100

Phone: (858) 759-1499

 

San Diego, CA 92130

Phone: (858) 720-5103

 

 

 

November 8, 2006

(Date of Event which Requires Filing of this Statement)

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

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

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




 

CUSIP No.   739421402

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Efficacy Biotech Fund L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware, USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
306,800

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
306,800

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
306,800

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.86%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

2




 

CUSIP No.   739421402

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Efficacy Biotech Fund Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Bermuda

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
306,800

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
306,800

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
306,800

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.86%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

3




 

CUSIP No.   739421402

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Efficacy Biotech Master Fund Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Bermuda

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
306,800

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
306,800

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
306,800

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.86%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

4




 

CUSIP No.   739421402

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Efficacy Capital Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Bermuda

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
306,800

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
306,800

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
306,800

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.86%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

5




 

CUSIP No.   739421402

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Mark Lappe

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
306,800

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
306,800

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
306,800

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.86%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

6




 

CUSIP No.   739421402

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jon Faiz Kayyem

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
306,800

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
306,800

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
306,800

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.86%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

7




 

Pursuant to Rule 13d-2(a) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby amends its Schedule 13D Statement, previously filed with the Securities and Exchange Commission on October 10, 2006 (the “Schedule 13D”), relating to the common stock of Praecis Pharmaceuticals, Inc. (“Issuer”).

 

Item 1.

Security and Issuer

No material change.

 

 

Item 2.

Identity and Background

No material change.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

No material change.

 

 

Item 4.

Purpose of Transaction

No material change.

 

 

Item 5.

Interest in Securities of the Issuer

(a)                    The Reporting Persons collectively own 306,800 shares of the Issuer’s Common Stock comprising 2.86% of the Issuer’s outstanding Common Stock.

(b)                   Each of the Reporting Persons has sole voting power and sole dispositive power of zero shares of the Issuer’s Common Stock.  The Reporting Persons collectively have shared voting power of 306,800 shares of the Issuer’s Common Stock and shared dispositive power of 306,800 shares of the Issuer’s Common Stock.

(c)                    Not applicable.

(d)                   No person other than the Reporting Persons has rights with respect to the economic or voting interests associated with the Shares.

(e)                    Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

No material change.

 

 

Item 7.

Material to Be Filed as Exhibits

Attached hereto as Exhibit 1 is the Joint Filing Agreement of the Reporting Persons.

 

8




 

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:  November 20, 2006

Efficacy Biotech Fund, L.P.,

Efficacy Capital Ltd.

a Delaware limited partnership

a Bermuda limited liability company

 

 

 

By: Efficacy Capital Ltd.

 

/s/ Mark Lappe

 

 

Its: General Partner

 

By: Mark Lappe

 

 

 

Its: Managing Partner

 

/s/ Mark Lappe

 

 

 

By: Mark Lappe

 

 

 

Its: Managing Partner

 

 

 

 

 

 

Efficacy Biotech Fund Limited,

Efficacy Biotech Master Fund Ltd.,

a Bermuda Exempted Mutual Fund
Company

a Bermuda Exempted Mutual Fund
Company

 

 

 

By: Efficacy Capital Ltd.

 

 

By: Efficacy Capital Ltd.

 

 

Its: Manager

 

 

Its: Manager

 

 

 

 

 

 

 

 

/s/ Mark Lappe

 

 

/s/ Mark Lappe

 

 

By: Mark Lappe

 

 

By: Mark Lappe

 

 

Its: Managing Partner

 

 

Its: Managing Partner

 

 

 

/s/ Mark Lappe

 

/s/ Jon Faiz Kayyem

 

Mark Lappe

Jon Faiz Kayyem

 

9



EX-1 2 a06-24245_1ex1.htm EX-1

Exhibit 1

AGREEMENT REGARDING JOINT FILING

The undersigned, Efficacy Capital Ltd., Efficacy Biotech Fund, L.P., Efficacy Biotech Fund Ltd., Efficacy Biotech Master Fund Ltd., Jon Faiz Kayyem and Mark Lappe, hereby agree and acknowledge that the information required by the Schedule 13D to which this Agreement is attached as an exhibit, is filed on behalf of each of them.  The undersigned further agree that any amendments or supplements thereto shall also be filed on behalf of each of them.

Dated:  November 20, 2006

Efficacy Biotech Fund, L.P.,

Efficacy Capital Ltd.

a Delaware limited partnership

a Bermuda limited liability company

 

 

 

By: Efficacy Capital Ltd.

 

/s/ Mark Lappe

 

 

Its: General Partner

 

By: Mark Lappe

 

 

 

Its: Managing Partner

 

/s/ Mark Lappe

 

 

 

By: Mark Lappe

 

 

 

Its: Managing Partner

 

 

 

 

 

 

Efficacy Biotech Fund Limited,

Efficacy Biotech Master Fund Ltd.,

a Bermuda Exempted Mutual Fund
Company

a Bermuda Exempted Mutual Fund
Company

 

 

 

By: Efficacy Capital Ltd.

 

 

By: Efficacy Capital Ltd.

 

 

Its: Manager

 

 

Its: Manager

 

 

 

 

 

 

 

 

/s/ Mark Lappe

 

 

/s/ Mark Lappe

 

 

By: Mark Lappe

 

 

By: Mark Lappe

 

 

Its: Managing Partner

 

 

Its: Managing Partner

 

 

 

 

 

/s/ Mark Lappe

 

/s/ Jon Faiz Kayyem

 

Mark Lappe

Jon Faiz Kayyem

 



-----END PRIVACY-ENHANCED MESSAGE-----