Schedule 13G

-----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, MuhoTSve48y0bwTzEanffBoEYgrdAxbD3J1mPmd9LtbA2BXt0dhNDkp3r1tmOxHl 3JE5ySQ9hr4Cb8Ei1iFRuA== 0001193125-06-123969.txt : 20060605 0001193125-06-123969.hdr.sgml : 20060605 20060605085626 ACCESSION NUMBER: 0001193125-06-123969 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060605 DATE AS OF CHANGE: 20060605 GROUP MEMBERS: ATLAS GLOBAL INVESTMENTS II, LTD. GROUP MEMBERS: ATLAS GLOBAL INVESTMENTS, LTD. GROUP MEMBERS: ATLAS GLOBAL, LLC GROUP MEMBERS: ATLAS MASTER FUND, LTD. GROUP MEMBERS: DMITRY BALYASNY GROUP MEMBERS: VISIUM BALANCED FUND, LP GROUP MEMBERS: VISIUM BALANCED LONG BIAS FUND, LTD. GROUP MEMBERS: VISIUM BALANCED OFFSHORE FUND, LTD. GROUP MEMBERS: VISIUM CAPITAL MANAGEMENT, LLC GROUP MEMBERS: VISIUM LONG BIAS FUND, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INSPIRE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001040416 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043209022 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60379 FILM NUMBER: 06884822 BUSINESS ADDRESS: STREET 1: 4222 EMPEROR BLVD STE 200 CITY: DURHAM STATE: NC ZIP: 27703-8466 BUSINESS PHONE: 9199419777 MAIL ADDRESS: STREET 1: 4222 EMPEROR BLVD STREET 2: STE 200 CITY: DURHAM STATE: NC ZIP: 27703-8466 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BALYASNY ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001218710 IRS NUMBER: 364472709 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 181 W MADISON STE 3600 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3124992999 MAIL ADDRESS: STREET 1: 181 W MADISON STE 3600 CITY: CHICAGO STATE: IL ZIP: 60602 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

INSPIRE PHARMACEUTICALS, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001

(Title of Class of Securities)

457733103

(CUSIP Number)

May 26, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ 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 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. 457733103				Page 2 of 23 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Atlas Master Fund, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		None
		6 SHARED VOTING POWER

		259,935 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		259,935 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	259,935 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	.62%
12	TYPE OF REPORTING PERSON*

	CO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 457733103				Page 3 of 23 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Atlas Global, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		None
		6 SHARED VOTING POWER

		259,935 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		259,935 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	259,935 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	.62%
12	TYPE OF REPORTING PERSON*

	OO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 457733103				Page 4 of 23 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Atlas Global Investments, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		None
		6 SHARED VOTING POWER

		259,935 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		259,935 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	259,935 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	.62%
12	TYPE OF REPORTING PERSON*

	CO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 457733103				Page 5 of 23 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Atlas Global Investments II, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		None
		6 SHARED VOTING POWER

		259,935 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		259,935 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	259,935 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	.62%
12	TYPE OF REPORTING PERSON*

	CO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 457733103				Page 6 of 23 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Visium Balanced Fund, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		None
		6 SHARED VOTING POWER

		619,627 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		619,627 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	619,627 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	1.47%
12	TYPE OF REPORTING PERSON*

	OO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 457733103				Page 7 of 23 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Visium Long Bias Fund, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		None
		6 SHARED VOTING POWER

		83,445 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		83,445 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	83,445 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	.2%
12	TYPE OF REPORTING PERSON*

	OO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 457733103				Page 8 of 23 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Visium Balanced Offshore Fund, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		None
		6 SHARED VOTING POWER

		901,047 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		901,047 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	901,047 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	2.13%
12	TYPE OF REPORTING PERSON*

	CO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 457733103				Page 9 of 23 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Visium Balanced Long Bias Fund, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		None
		6 SHARED VOTING POWER

		296,646 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		296,646 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	296,646 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	.70%
12	TYPE OF REPORTING PERSON*

	CO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 457733103				Page 10 of 23 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Visium Capital Management, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		None
		6 SHARED VOTING POWER

		1,900,765 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		1,900,765 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,900,765 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	4.5%
12	TYPE OF REPORTING PERSON*

	OO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 457733103				Page 11 of 23 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Balyasny Asset Management L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		259,935 (See Item 4)
		6 SHARED VOTING POWER

		1,900,765 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		259,935 (See Item 4)
		8 SHARED DISPOSITIVE POWER

		1,900,765 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,160,700 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.11%
12	TYPE OF REPORTING PERSON*

	OO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 457733103				Page 12 of 23 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Dmitry Balyasny
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		2,160,700 (See Item 4)
		6 SHARED VOTING POWER

		1,900,765 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		2,160,700 (See Item 4)
		8 SHARED DISPOSITIVE POWER

		1,900,765 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,160,700 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.11%
12	TYPE OF REPORTING PERSON*

	IN

*	SEE INSTRUCTIONS BEFORE FILLING OUT.

Item 1

(a)

Name of Issuer:

Inspire Pharmaceuticals, Inc. (the “Company”)

(b)

Address of Issuer’s Principal Executive Offices:

4222 Emperor Boulevard; Suite 200

Durham, NC 27703

Item 2

(a) – (c)

This statement is filed on behalf of the following:

(1) Atlas Master Fund, Ltd., a Cayman Islands corporation (“AMF”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman Islands, British West Indies.

(2) Atlas Global, LLC, a Delaware limited liability company (“AG”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AG owns 16.82% of the equity interests in AMF.

(3) Atlas Global Investments, Ltd., a Cayman Islands corporation (“AGI1”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman Islands, British West Indies. AGI1 owns 74.72% of the equity interests in AMF.

(4) Atlas Global Investments II, Ltd., a Cayman Islands corporation (“AGI2”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman Islands, British West Indies. AGI2 owns 8.46% of the equity interests in AMF.

(5) Visium Balanced Fund, LP, a Delaware limited partnership (“VBF”), with its principal business office at c/o Balyasny Asset Management L.P., 650 Madison Avenue, New York, NY 10022.

(6) Visium Long Bias Fund, LP, a Delaware limited partnership (“VLBF”), with its principal business office at c/o Balyasny Asset Management L.P., 650 Madison Avenue, New York, NY 10022.

(7) Visium Balanced Fund Offshore, Ltd., a Cayman Islands corporation (“VBFO”), with its principal business office at c/o Morgan Stanley Fund Services (Cayman) Limited, P.O. Box 2681GT, Century yard, 4th Floor, Cricket Square, Hutchins Drive, Grand Cayman, Cayman Islands, British West Indies.

(8) Visium Long Bias Fund Offshore, Ltd., a Cayman Islands corporation (“VLBFO”), with its principal business office at c/o Morgan Stanley Fund Services (Cayman) Limited, P.O. Box 2681GT, Century yard, 4^th Floor,

Page 13 of 23 Pages

Cricket Square, Hutchins Drive, Grand Cayman, Cayman Islands, British West Indies.

(9) Visium Capital Management, LLC, a Delaware limited liability company (“VCM”), with its principal business office at c/o Balyasny Asset Management L.P., 650 Madison Avenue, New York, NY 10022. VCM is the investment advisor to each of VBF, VLBF, VBFO and VLBFO.

(10) Balyasny Asset Management L.P., a Delaware limited partnership (“BAM”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. BAM is the sole managing member of AG, the investment advisor to each of AG, AGI1 and AGI2 and the investment sub-advisor to each of VBF, VLBF, VBFO and VLBFO.

(11) Dmitry Balyasny, a United States citizen whose business address is 181 West Madison, Suite 3600, Chicago, IL 60602. Dmitry Balyasny is the sole managing member of the general partner of BAM.

(d)

Title of Class of Securities:

Common Stock, Par Value $0.001

(e)

CUSIP Number:

457733103

Item 3

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable



Item 4	Ownership:

	AMF

	(a)	Amount Beneficially Owned:

		259,935 shares

	(b)	Percent of Class:

		.62%

	(c)	Number of Shares as to which person has:

		(i)	sole power to vote or to direct vote:

Page 14 of 23 Pages



		259,935 shares

	(ii)	shared power to vote or to direct vote:

		None

	(iii)	sole power to dispose or direct disposition of:

		259,935 shares

	(iv)	shared power to dispose or to direct disposition of:

		None

AG

(a)	Amount Beneficially Owned:

	By virtue of its ownership of 16.82% of the equity interest in AMF, AG may be deemed to beneficially own the 259,935 shares of the Company’s Common Stock beneficially owned by AMF.

(b)	Percent of Class:

	.62%

(c)	Number of Shares as to which person has:

	(i)	sole power to vote or to direct vote:

		None

	(ii)	shared power to vote or to direct vote:

		259,935 shares

	(iii)	sole power to dispose or direct disposition of:

		None

	(iv)	shared power to dispose or to direct disposition of:

		259,935 shares

Page 15 of 23 Pages


AGI1

(a)	Amount Beneficially Owned:

	By virtue of its ownership of 74.72% of the equity interest in AMF, AGI1 may be deemed to beneficially own the 259,935 shares of the Company’s Common Stock beneficially owned by AMF.

(b)	Percent of Class:

	.62%

(c)	Number of Shares as to which person has:

	(i)	sole power to vote or to direct vote:

		None

	(ii)	shared power to vote or to direct vote:

		259,935 shares

	(iii)	sole power to dispose or direct disposition of:

		None

	(iv)	shared power to dispose or to direct disposition of:

		259,935 shares

AGI2

(a)	Amount Beneficially Owned:

	By virtue of its ownership of 8.46% of the equity interest in AMF, AGI2 may be deemed to beneficially own the 259,935 shares of the Company’s Common Stock beneficially owned by AMF.

(b)	Percent of Class:

	.62%

(c)	Number of Shares as to which person has:

	(i)	sole power to vote or to direct vote:

		None

Page 16 of 23 Pages



	(ii)	shared power to vote or to direct vote:

		259,935 shares

	(iii)	sole power to dispose or direct disposition of:

		None

	(iv)	shared power to dispose or to direct disposition of:

		259,935 shares

VBF

(a)	Amount Beneficially Owned:

	619,627 shares

(b)	Percent of Class:

	1.47%

(c)	Number of Shares as to which person has:

	(i)	sole power to vote or to direct vote:

		None

	(ii)	shared power to vote or to direct vote:

		619,627 shares

	(iii)	sole power to dispose or direct disposition of:

		None

	(iv)	shared power to dispose or to direct disposition of:

		619,627 shares

VLBF

(a)	Amount Beneficially Owned:

	83,445 shares

Page 17 of 23 Pages


(b)	Percent of Class:

	.2%

(c)	Number of Shares as to which person has:

	(i)	sole power to vote or to direct vote:

		None

	(ii)	shared power to vote or to direct vote:

		83,445 shares

	(iii)	sole power to dispose or direct disposition of:

		None

	(iv)	shared power to dispose or to direct disposition of:

		83,445 shares

VBFO

(a)	Amount Beneficially Owned:

	901,047 shares

(b)	Percent of Class:

	2.13%

(c)	Number of Shares as to which person has:

	(i)	sole power to vote or to direct vote:

		None

	(ii)	shared power to vote or to direct vote:

		901,047 shares

	(iii)	sole power to dispose or direct disposition of:

		None

Page 18 of 23 Pages



	(iv)	shared power to dispose or to direct disposition of:

		901,047 shares

VLBFO

(a)	Amount Beneficially Owned:

	296,646 shares

(b)	Percent of Class:

	.70%

(c)	Number of Shares as to which person has:

	(i)	sole power to vote or to direct vote:

		None

	(ii)	shared power to vote or to direct vote:

		296,646 shares

	(iii)	sole power to dispose or direct disposition of:

		None

	(iv)	shared power to dispose or to direct disposition of:

		296,646 shares



		VCM

		(a)		Amount Beneficially Owned:

				By virtue of its position as investment advisor to each of VBF, VLBF, VBFO and VLBFO, VCM may be deemed to beneficially own the 1,900,765 shares of the Company’s Common Stock beneficially owned by VBF, VLBF, VBFO and VLBFO.

		(b)		Percent of Class:

				4.5%

Page 19 of 23 Pages



(c)	Number of Shares as to which person has:

	(i)	sole power to vote or to direct vote:

		None

	(ii)	shared power to vote or to direct vote:

		1,900,765 shares

	(iii)	sole power to dispose or direct disposition of:

		None

	(iv)	shared power to dispose or to direct disposition of:

		1,900,765 shares

BAM

(a)	Amount Beneficially Owned:

	By virtue of its position as investment advisor to each of AG, AGI1 and AGI2 and its role as sole managing member of AG, BAM may be deemed to beneficially own the 259,935 shares of the Company’s Common Stock beneficially owned by AG, AGI1 and AGI2. By virtue of its position as investment sub-advisor to each of VFB, VLBF, VBFO and VLBFO, BAM may be deemed to beneficially own the 1,900,765 shares of the Company’s Common Stock beneficially owned by VFB, VLBF, VBFO and VLBFO.

(b)	Percent of Class:

	5.11%

(c)	Number of Shares as to which person has:

	(i)	sole power to vote or to direct vote:

		259,935 shares

	(ii)	shared power to vote or to direct vote:

		1,900,765 shares

	(iii)	sole power to dispose or direct disposition of:

		259,935 shares

Page 20 of 23 Pages



	(iv)	shared power to dispose or to direct disposition of:

		1,900,765 shares

Dmitry Balyasny

(a)	Amount Beneficially Owned:

	By virtue of his position as the sole managing member of the general partner of BAM, Mr. Balyasny may be deemed to beneficially own the 2,160,700 shares of the Company’s Common Stock beneficially owned by BAM.

(b)	Percent of Class:

	5.11%



	(c)	Number of Shares as to which person has:

		(i)	sole power to vote or to direct vote:

			259,935 shares

		(ii)	shared power to vote or to direct vote:

			1,900,765 shares

		(iii)	sole power to dispose or direct disposition of:

			259,935 shares

		(iv)	shared power to dispose or to direct disposition of:

			1,900,765 shares

Item 5	Ownership of Five Percent or Less of a Class:

	Not Applicable

Item 6	Ownership of More than Five Percent on Behalf of Another Person:

	Not Applicable

Page 21 of 23 Pages



Item 7		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

		Not Applicable

Item 8		Identification and Classification of Members of the Group:

		Not Applicable

Item 9		Notice of Dissolution of Group:

		Not Applicable

Item 10		Certification:

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 22 of 23 Pages

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.

Date: June 2, 2006.


ATLAS MASTER FUND, LTD.		VISIUM LONG BIAS FUND, LP

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

ATLAS GLOBAL, LLC		VISIUM BALANCED FUND OFFSHORE, LTD.

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

ATLAS GLOBAL INVESTMENTS, LTD.		VISIUM LONG BIAS FUND OFFSHORE, LTD.

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

ATLAS GLOBAL INVESTMENTS II, LTD.		VISIUM CAPITAL MANAGEMENT, LLC

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

VISIUM BALANCED FUND, LP		BALYASNY ASSET MANAGEMENT L.P.

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

		DMITRY BALYASNY

		By:	/s/ Scott Schroeder
			Scott Schroeder
			Authorized Representative and Executive Officer
			Managing Director of Finance and General Counsel

Page 23 of 23 Pages

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