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, LDQnC0tAJ8x57lPSAQZqF64A1N2Y4DHglT4nwt9sladFkI073jAgu+aPJKwdb3T6 t1fevOm8tfdda4bkGjwptw== 0001193125-05-038771.txt : 20050228 0001193125-05-038771.hdr.sgml : 20050228 20050228170702 ACCESSION NUMBER: 0001193125-05-038771 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050228 DATE AS OF CHANGE: 20050228 GROUP MEMBERS: ALEXANDER JACKSON GROUP MEMBERS: KINGS ROAD INVESTMENTS LTD. GROUP MEMBERS: PADDY DEAR GROUP MEMBERS: POLYGON INVESTMENT MANAGEMENT LIMITED GROUP MEMBERS: POLYGON INVESTMENT PARTNERS GP, LLC GROUP MEMBERS: POLYGON INVESTMENT PARTNERS LLP GROUP MEMBERS: POLYGON INVESTMENT PARTNERS LP GROUP MEMBERS: POLYGON INVESTMENTS LTD. GROUP MEMBERS: READE GRIFFITH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACUSPHERE INC CENTRAL INDEX KEY: 0001115143 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043208947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79569 FILM NUMBER: 05646524 BUSINESS ADDRESS: STREET 1: 500 ARSENAL ST CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 6175778800 MAIL ADDRESS: STREET 1: 500 ARSENAL ST CITY: WATERTOWN STATE: MA ZIP: 02472 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POLYGON GLOBAL OPPORTUNITIES MASTER FUND CENTRAL INDEX KEY: 0001278736 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 10 DUKE OF YORK SQUARE CITY: LONDON STATE: X0 ZIP: SW34LY BUSINESS PHONE: 442079018300 MAIL ADDRESS: STREET 1: 10 DUKE OF YORK SQUARE CITY: LONDON STATE: X0 ZIP: SW34LY 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

Acusphere, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title and Class of Securities)

00511R870

(CUSIP Number)

February 18, 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:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

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 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.


CUSIP No. 00511R870		13G		Page 2 of 21


1		Name of Reporting Person Kings Road Investments Ltd. I.R.S. Identification No. of Above Person
2		Check the Appropriate Box if a Member of a Group (a) x (b) ¨
3		SEC Use Only
4		Citizenship or Place of Organization Cayman Islands, British West Indies

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5 Sole Voting Power

6 Shared Voting Power

1,013,316 (See Item 4(a))

7 Sole Dispositive Power

8 Shared Dispositive Power

1,013,316 (See Item 4(a))


9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,013,316
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11	Percent of Class Represented by Amount in Row (9) 5.6%
12	Type of Reporting Person OO


CUSIP No. 00511R780		13G		Page 3 of 21


1		Name of Reporting Person Polygon Global Opportunities Master Fund I.R.S. Identification No. of Above Person
2		Check the Appropriate Box if a Member of a Group (a) x (b) ¨
3		SEC Use Only
4		Citizenship or Place of Organization Cayman Islands, British West Indies

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5 Sole Voting Power

6 Shared Voting Power

1,114,316 (See Item 4(a))

7 Sole Dispositive Power

8 Shared Dispositive Power

1,114,316 (See Item 4(a))


9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,114,316
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11	Percent of Class Represented by Amount in Row (9) 6.1%
12	Type of Reporting Person OO


CUSIP No. 00511R780		13G		Page 4 of 21


1		Name of Reporting Person Polygon Investments Ltd. I.R.S. Identification No. of Above Person
2		Check the Appropriate Box if a Member of a Group (a) x (b) ¨
3		SEC Use Only
4		Citizenship or Place of Organization Cayman Islands, British West Indies

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5 Sole Voting Power

6 Shared Voting Power

1,114,316 (See Item 4(a))

7 Sole Dispositive Power

8 Shared Dispositive Power

1,114,316 (See Item 4(a))


9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,114,316
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11	Percent of Class Represented by Amount in Row (9) 6.1%
12	Type of Reporting Person OO


CUSIP No. 00511R780		13G		Page 5 of 21


1		Name of Reporting Person Polygon Investment Management Limited I.R.S. Identification No. of Above Person
2		Check the Appropriate Box if a Member of a Group (a) x (b) ¨
3		SEC Use Only
4		Citizenship or Place of Organization United Kingdom

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5 Sole Voting Power

6 Shared Voting Power

1,114,316 (See Item 4(a))

7 Sole Dispositive Power

8 Shared Dispositive Power

1,114,316 (See Item 4(a))


9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,114,316
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11	Percent of Class Represented by Amount in Row (9) 6.1%
12	Type of Reporting Person OO


CUSIP No. 00511R780		13G		Page 6 of 21


1		Name of Reporting Person Polygon Investment Partners LLP I.R.S. Identification No. of Above Person
2		Check the Appropriate Box if a Member of a Group (a) x (b) ¨
3		SEC Use Only
4		Citizenship or Place of Organization United Kingdom

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5 Sole Voting Power

6 Shared Voting Power

1,114,316 (See Item 4(a))

7 Sole Dispositive Power

8 Shared Dispositive Power

1,114,316 (See Item 4(a))


9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,114,316
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11	Percent of Class Represented by Amount in Row (9) 6.1%
12	Type of Reporting Person PN


CUSIP No. 00511R780		13G		Page 7 of 21


1		Name of Reporting Person Polygon Investment Partners LP I.R.S. Identification No. of Above Person
2		Check the Appropriate Box if a Member of a Group (a) x (b) ¨
3		SEC Use Only
4		Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5 Sole Voting Power

6 Shared Voting Power

1,114,316 (See Item 4(a))

7 Sole Dispositive Power

8 Shared Dispositive Power

1,114,316 (See Item 4(a))


9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,114,316
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11	Percent of Class Represented by Amount in Row (9) 6.1%
12	Type of Reporting Person PN


CUSIP No. 00511R780		13G		Page 8 of 21


1		Name of Reporting Person Polygon Investment Partners GP, LLC I.R.S. Identification No. of Above Person
2		Check the Appropriate Box if a Member of a Group (a) x (b) ¨
3		SEC Use Only
4		Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5 Sole Voting Power

6 Shared Voting Power

1,114,316 (See Item 4(a))

7 Sole Dispositive Power

8 Shared Dispositive Power

1,114,316 (See Item 4(a))


9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,114,316
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11	Percent of Class Represented by Amount in Row (9) 6.1%
12	Type of Reporting Person OO


CUSIP No. 00511R780		13G		Page 9 of 21


1		Name of Reporting Person Reade Griffith I.R.S. Identification No. of Above Person
2		Check the Appropriate Box if a Member of a Group (a) x (b) ¨
3		SEC Use Only
4		Citizenship or Place of Organization United States

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5 Sole Voting Power

6 Shared Voting Power

1,114,316 (See Item 4(a))

7 Sole Dispositive Power

8 Shared Dispositive Power

1,114,316 (See Item 4(a))


9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,114,316
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11	Percent of Class Represented by Amount in Row (9) 6.1%
12	Type of Reporting Person IN


CUSIP No. 00511R780		13G		Page 10 of 21


1		Name of Reporting Person Alexander Jackson I.R.S. Identification No. of Above Person
2		Check the Appropriate Box if a Member of a Group (a) x (b) ¨
3		SEC Use Only
4		Citizenship or Place of Organization United States

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5 Sole Voting Power

6 Shared Voting Power

1,114,316 (See Item 4(a))

7 Sole Dispositive Power

8 Shared Dispositive Power

1,114,316 (See Item 4(a))


9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,114,316
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11	Percent of Class Represented by Amount in Row (9) 6.1%
12	Type of Reporting Person IN


CUSIP No. 00511R780		13G		Page 11 of 21


1		Name of Reporting Person Paddy Dear I.R.S. Identification No. of Above Person
2		Check the Appropriate Box if a Member of a Group (a) x (b) ¨
3		SEC Use Only
4		Citizenship or Place of Organization United Kingdom

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5 Sole Voting Power

6 Shared Voting Power

1,114,316 (See Item 4(a))

7 Sole Dispositive Power

8 Shared Dispositive Power

1,114,316 (See Item 4(a))


9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,114,316
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11	Percent of Class Represented by Amount in Row (9) 6.1%
12	Type of Reporting Person IN


CUSIP No. 00511R780		13G		Page 12 of 21

Item 1

(a).

Name of Issuer:

Acusphere, Inc. (“Acusphere”)

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

500 Arsenal Street

Watertown, MA 02472

Item 2

(a).

Name of Person Filing

Item 2

(b).

Address of Principal Business Office

Item 2

(c).

Citizenship

This Schedule 13G is filed on behalf of Kings Road Investments Ltd., Polygon Global Opportunities Master Fund, Polygon Investments Ltd., Polygon Investment Management Limited, Polygon Investment Partners LLP, Polygon Investment Partners LP, Polygon Investment Partners GP, LLC, Mr. Reade Griffith, Mr. Alexander Jackson and Mr. Paddy Dear (the “Reporting Persons”).

Kings Road Investments Ltd. (“KRIL”)

c/o Polygon Investment Partners LLP

10 Duke of York Square

London SW3 4LY

United Kingdom

Citizenship: Cayman Islands, British West Indies

Polygon Global Opportunities Master Fund (the “Master Fund”)

c/o Polygon Investment Partners LLP

10 Duke of York Square

London SW3 4LY

United Kingdom

Citizenship: Cayman Islands, British West Indies

Polygon Investments Ltd. (the “Manager”)

c/o Polygon Investment Partners LLP

10 Duke of York Square

London SW3 4LY

United Kingdom

Citizenship: Cayman Islands, British West Indies

Polygon Investment Management Limited (“PIML”)

c/o Polygon Investment Partners LLP

10 Duke of York Square

London SW3 4LY

United Kingdom

Citizenship: United Kingdom

Polygon Investment Partners LLP (the “UK Investment Manager”)

10 Duke of York Square

London SW3 4LY

United Kingdom

Citizenship: United Kingdom


CUSIP No. 00511R780		13G		Page 13 of 21

Polygon Investment Partners LP (the “US Investment Manager”)

598 Madison Avenue

14th Floor

New York, NY 10022

Citizenship: Delaware

Polygon Investment Partners GP, LLC (the “General Partner”)

c/o Polygon Investment Partners LP

598 Madison Avenue

14th Floor

New York, NY 10022

Citizenship: Delaware

Reade Griffith (“Mr. Griffith”)

c/o Polygon Investment Partners LLP

10 Duke of York Square

London SW3 4LY

United Kingdom

Citizenship: United States

Alexander E. Jackson (“Mr. Jackson”)

c/o Polygon Investment Partners LP

595 Madison Avenue

14th Floor

New York, N.Y. 10022

Citizenship: United States

Paddy Dear (“Mr. Dear”)

c/o Polygon Investment Partners LLP

10 Duke of York Square

London SW3 4LY

United Kingdom

Citizenship: United Kingdom

Item 2

(d).

Title of Class of Securities:

Common stock, par value $0.01 per share, of Acusphere (the “Common Stock”).

Item 2

(e).

Acusphere common stock has the following CUSIP number: 00511R870.

Item3.

Not Applicable.

Item 4

(a).

Amount Beneficially Owned:

As of February 18, 2005, each Reporting Person may be deemed to be beneficial owner of 437,316 shares of Common Stock issuable to KRIL upon conversion of 60,000 shares of 6.5% Convertible Exchangeable Preferred Stock of Acusphere, 96,000 shares of Common Stock issuable to KRIL upon exercise of certain warrants of Acusphere and 480,000 shares of Common Stock held by KRIL. On February 18, 2005, all Reporting Persons, except KRIL, may be deemed to be the beneficial owners of 101,000 shares of Common Stock held by the Master Fund.


CUSIP No. 00511R780		13G		Page 14 of 21

Item 4

(b).

Percent of Class:

6.1% with respect to all Reporting Persons except KRIL, and 5.6% with respect to KRIL.

Item 4

(c).

Number of shares as to which reporting persons have:

Number of shares as to which KRIL has:

(i) sole power to vote or direct the vote: 0

(ii) shared power to vote or to direct the vote: 1,013,316

(iii) the sole power to dispose of or to direct the disposition of: 0

(iv) shared power to dispose of or to direct the disposition of: 1,013,316

Number of shares as to which the Reporting Persons, apart from KRIL, have:

(i) sole power to vote or direct the vote: 0

(ii) shared power to vote or to direct the vote: 1,114,316

(iii) the sole power to dispose of or to direct the disposition of: 0

(iv) shared power to dispose of or to direct the disposition of: 1,114,316

All of the shares of Common Stock and securities convertible or exercisable into shares of Common Stock are directly held by KRIL and Polygon Global Opportunities Master Fund. The US Investment Manager, the UK Investment Manager, PIML, the Manager and the General Partner have voting and depository control over securities owned by KRIL and Polygon Global Opportunities Master Fund. Messrs. Griffith, Dear and Jackson control the US Investment Manager, the UK Investment Manager, PIML, the Manager and the General Partner.

Item 5.

Ownership of Five Percent or Less of a Class

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 ¨

Item 6.

Ownership of More than Five Percent on Behalf of another Person

Not Applicable.

Item 7.

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

See Exhibit 1.

Item 8.

Identification and Classification of Members of the Group.

See Exhibit 2.

Item 9.

Notice of Dissolution of the Group.

Not Applicable.

Item 10.

Certification.

By signing below each of the undersigned certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired in the ordinary course of business and 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.


CUSIP No. 00511R780		13G		Page 15 of 21

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.


Date: February 28, 2005	KINGS ROAD INVESTMENTS LTD.

	By	/s/ Paddy Dear
	Name:	Paddy Dear
	Title:	Principal

Date: February 28, 2005	POLYGON GLOBAL OPPORTUNITIES MASTER FUND

	By:	/s/ Paddy Dear
	Name:	Paddy Dear
	Title:	Principal

Date: February 28, 2005	POLYGON INVESTMENTS LTD.

	By:	/s/ Paddy Dear
	Name:	Paddy Dear
	Title:	Principal


CUSIP No. 00511R780		13G		Page 16 of 21


Date: February 28, 2005	POLYGON INVESTMENT MANAGEMENT LIMITED

	By	/s/ Paddy Dear
	Name:	Paddy Dear
	Title:	Principal

Date: February 28, 2005	POLYGON INVESTMENT PARTNERS LLP

	By	/s/ Paddy Dear
	Name:	Paddy Dear
	Title:	Principal

Date: February 28, 2005	POLYGON INVESTMENT PARTNERS LP

	By	/s/ Paddy Dear
	Name:	Paddy Dear
	Title:	Principal

Date: February 28, 2005	POLYGON INVESTMENT PARTNERS GP, LLC

	By:	/s/ Paddy Dear
	Name:	Paddy Dear
	Title:	Principal

Date: February 28, 2005	/s/ Reade Griffith
	Reade Griffith

Date: February 28, 2005	/s/ Alexander Jackson
	Alexander Jackson

Date: February 28, 2005	/s/ Paddy Dear
	Paddy Dear


CUSIP No. 00511R780		13G		Page 17 of 21

Exhibit Index

Exhibit 1 Identification and Classification of the Subsidiaries Which Acquired the Security Being Reported on by the Parent Holding Company.

Exhibit 2 Identification of Members of the Group.

Exhibit 3 Joint Filing Agreement, dated as of February 28, 2005, by and among Kings Road Investments Ltd., Polygon Global Opportunities Master Fund, Polygon Investments Ltd., Polygon Investment Management Limited, Polygon Investment Partners LLP, Polygon Investment Partners LP, Polygon Investment Partners GP, LLC, Reade Griffith, Alexander E. Jackson and Paddy Dear.


CUSIP No. 00511R780		13G		Page 18 of 21

Exhibit 1

Identification and Classification of the Subsidiaries

Which Acquired the Security Being Reported on by the Parent Holding Company.

Kings Road Investments Ltd.


CUSIP No. 00511R780		13G		Page 19 of 21

Exhibit 2

Identification of Members of the Group.

Kings Road Investments Ltd.

Polygon Global Opportunities Master Fund

Polygon Investments Ltd.

Polygon Investment Management Limited

Polygon Investment Partners LP

Polygon Investment Partners LLP

Polygon Investment Partners GP, LLC

Reade Griffith

Alexander Jackson

Paddy Dear.


CUSIP No. 00511R780		13G		Page 20 of 21

Exhibit 3

Joint Filing Agreement

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, no par value per share, of Acusphere, Inc., a Delaware corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


Date: February 28, 2005	KINGS ROAD INVESTMENTS LTD.

	By	/s/ Paddy Dear
	Name:	Paddy Dear
	Title:	Principal

Date: February 28, 2005	POLYGON GLOBAL OPPORTUNITIES MASTER FUND

	By	/s/ Paddy Dear
	Name:	Paddy Dear
	Title:	Principal

Date: February 28, 2005	POLYGON INVESTMENTS LTD.

	By	/s/ Paddy Dear
	Name:	Paddy Dear
	Title:	Principal

Date: February 28, 2005	POLYGON INVESTMENT MANAGEMENT LIMITED

	By	/s/ Paddy Dear
	Name:	Paddy Dear
	Title:	Principal


CUSIP No. 00511R780		13G		Page 21 of 21



Date: February 28, 2005	POLYGON INVESTMENT PARTNERS LLP

	By	/s/ Paddy Dear
	Name:	Paddy Dear
	Title:	Principal

Date: February 28, 2005	POLYGON INVESTMENT PARTNERS LP

	By	/s/ Paddy Dear
	Name:	Paddy Dear
	Title:	Principal

Date: February 28, 2005	POLYGON INVESTMENT PARTNERS GP, LLC

	By	/s/ Paddy Dear
	Name:	Paddy Dear
	Title:	Principal

Date: February 28, 2005	/s/ Reade Griffith
	Reade Griffith

Date: February 28, 2005	/s/ Alexander Jackson
	Alexander Jackson

Date: February 28, 2005	/s/ Paddy Dear
	Paddy Dear

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