0000947871-01-500938.txt : 20011106
0000947871-01-500938.hdr.sgml : 20011106
ACCESSION NUMBER: 0000947871-01-500938
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 20011101
GROUP MEMBERS: ORBIMED ADVISORS INC.
GROUP MEMBERS: ORBIMED ADVISORS LLC.
GROUP MEMBERS: SAMUEL D. ISALY
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: GIVEN IMAGING LTD
CENTRAL INDEX KEY: 0001126140
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090]
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-62155
FILM NUMBER: 1772766
BUSINESS ADDRESS:
STREET 1: 2 HA CARMEL ST
STREET 2: NEW INDUSTRIAL PARK
CITY: YOQNEAM
STATE: L4
ZIP: 20692
MAIL ADDRESS:
STREET 1: 2 HA CARMEL ST
CITY: YOQNEAM
STATE: L4
ZIP: 20692
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC
CENTRAL INDEX KEY: 0001055951
STANDARD INDUSTRIAL CLASSIFICATION: []
IRS NUMBER: 133976876
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 41 MADISON AVE 40TH FL
CITY: NEW YORK
STATE: NY
ZIP: 10010
BUSINESS PHONE: 2126845700
SC 13G
1
s13g110101_llc-given.txt
SCHEDULE 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Given Imaging Ltd.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
2797140
(CUSIP Number)
October 4, 2001
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] 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 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).
CUSIP No. 2797140
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OrbiMed Advisers Inc.
2. Check the Appropriate Box if a Member Of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power 0
Number of
Shares 6. Shared Voting Power 3,936,518
Beneficially
Owned by 7. Sole Dispositive Power 0
Each Reporting
Person With 8. Shared Dispositive Power 3,936,518
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,936,518
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 15.68%
12. Type of Reporting Person (See Instructions) IA
CUSIP No. 2797140
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OrbiMed Advisors LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power 0
Number of
Shares 6. Shared Voting Power 3,936,518
Beneficially
Owned by 7. Sole Dispositive Power 0
Each Reporting
Person With 8. Shared Dispositive Power 3,936,518
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,936,518
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 15.68%
12. Type of Reporting Person (See Instructions) CO
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OrbiMed Capital LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power 0
Number of
Shares 6. Shared Voting Power 3,936,518
Beneficially
Owned by 7. Sole Dispositive Power 0
Each Reporting
Person With 8. Shared Dispositive Power 3,936,518
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,936,518
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 15.68%
12. Type of Reporting Person (See Instructions) CO
CUSIP No. 2797140
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Samuel D. Isaly
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power 0
Number of
Shares 6. Shared Voting Power 3,936,518
Beneficially
Owned by 7. Sole Dispositive Power 0
Each Reporting
Person With 8. Shared Dispositive Power 3,936,518
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,936,518
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 15.68%
12. Type of Reporting Person (See Instructions) HC
Item 1. (a) Issuer: Given Imaging Ltd.
(b) Address: 2 Ha'Carmel Street
Yogneam 20692 Israel
Item 2. (a) Name of Person Filing:
OrbiMed Advisers Inc.
OrbiMed Advisors LLC
OrbiMed Capital LLC
Samuel D. Isaly
(b) Address of Principal Business Offices:
767 Third Avenue, 6th Floor
New York, New York 10010
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person
(d) Title of Class of Securities
Common stock
(e) CUSIP Number: 2797140
Item 3. Not Applicable
Item 4. Ownership
Please see Items 5 - 9 and 11 for each cover sheet for each filing
separately
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.
Reporting persons are holding 15.68% of the securities on behalf of
other persons who have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such
securities.
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.
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: November 1, 2001
OrbiMed Advisers Inc.
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: President
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held 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.
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: November 1, 2001
OrbiMed Advisors LLC
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: Managing Member
Samuel D. Isaly
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held 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.
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: November 1, 2001
OrbiMed Capital LLC
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: Managing Member
Samuel D. Isaly
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
EX-1.1
3
ex1-1llc_110101.txt
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT
Exhibit 1.1
----------
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on this Schedule 13G, dated
November 1, 2001, (the "Schedule 13G"), with respect to the Common Stock, par
value NIS 0.05 per share, of Given Imaging Ltd. is filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities and Exchange Act of 1934, as amended, and that this Agreement shall
be included as an Exhibit to this Schedule 13G. Each of the undersigned agrees
to be responsible for the timely filing of the Schedule 13G, and for the
completeness and accuracy of the information concerning itself contained
therein. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 1st day of November, 2001.
OrbiMed Advisers Inc.
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: President
OrbiMed Advisors LLC
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: Managing Member
OrbiMed Capital LLC
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: Managing Member
EX-2.1
4
ex2-1llc_110101.txt
STATEMENT OF CONTROL PERSON
Statement of Control Person
Exhibit 2.1
----------
Statement of Control Person
The Statement on this Schedule 13G dated November 1, 2001 with respect to the
common stock par value NIS 0.05 per share of Given Imaging Ltd. is filed by
Samuel D. Isaly in accordance with the provisions of Rule 13d-1(c) and Rule
13d-1(k) respectively as a control person (HC) of Orbimed Advisors, LLC, Orbimed
Advisors, Inc and OrbiMed Capital LLC.
Orbimed Advisors, Inc. files this statement on Schedule 13G in accordance with
the provisions of Rule 13d-1(b) and Rule 13d-1(k) respectively as an investment
advisor (IA) and Orbimed Advisors, LLC and OrbiMed Capital LLC file this
statement on
Schedule 13G in accordance with the provisions or Rule 13d-1(c) and
13d-1(k) respectively as corporations (CO).