-----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, LBUUIuJM6kilSbeWJjz7F686PWcoDu4bffCIUFit1DAECHW/iI14JeKZRUCoI5GZ Hm9JQy0YgH5xmH6OA6Lyeg== 0000941655-06-000012.txt : 20060214 0000941655-06-000012.hdr.sgml : 20060214 20060214125021 ACCESSION NUMBER: 0000941655-06-000012 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: HABIB KAIROUZ GROUP MEMBERS: JOSHUA RUCH GROUP MEMBERS: MARK LESCHLY GROUP MEMBERS: RHO CAPITAL PARTNERS LLC GROUP MEMBERS: RHO VENTURES V AFFILIATES, L.L.C. GROUP MEMBERS: RMV V, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCIS PHARMACEUTICAL CORP CENTRAL INDEX KEY: 0001161924 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 522208264 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79326 FILM NUMBER: 06610637 BUSINESS ADDRESS: STREET 1: 20425 SENECA MEADOWS PARKWAY CITY: GERMANTOWN STATE: MD ZIP: 20878 BUSINESS PHONE: (301) 944-6600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rho Ventures V, L.P. CENTRAL INDEX KEY: 0001325383 IRS NUMBER: 201953730 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O RHO CAPITAL PARTNERS, INC. STREET 2: 152 WEST 57TH STREET, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-751-6677 MAIL ADDRESS: STREET 1: C/O RHO CAPITAL PARTNERS, INC. STREET 2: 152 WEST 57TH STREET, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 r_adv13gam1.txt AMENDMENT NO. 1 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Advancis Pharmaceutical Corporation ----------------------------------------- (Name of Issuer) Common Stock, $0.01 par value ----------------------------------------- (Title of Class of Securities) 00764L 10 9 ----------------------------------------- (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: [ ] 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. 00764L 10 9 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Rho Ventures V, 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 3,741,820 Shares (includes warrant to purchase 970,101 Shares) 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 3,741,820 Shares (includes warrant to purchase 970,101 Shares) 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,741,820 Shares (includes warrant to purchase 970,101 Shares) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.2 % 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 00764L 10 9 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Rho Capital Partners LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 4,070,351 Shares (includes warrants to purchase 1,055,276 Shares) 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 4,070,351 Shares (includes warrants to purchase 1,055,276 Shares) 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,070,351 Shares (includes warrants to purchase 1,055,276 Shares) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.2 % 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 00764L 10 9 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). RMV V, L.L.C. 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 4,070,351 Shares (includes warrants to purchase 1,055,276 Shares) 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 4,070,351 Shares (includes warrants to purchase 1,055,276 Shares) 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,070,351 Shares (includes warrants to purchase 1,055,276 Shares) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.2% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 00764L 10 9 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Rho Ventures V Affiliates, L.L.C. 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 328,531 Shares (includes warrant to purchase 85,175 Shares) 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 328,531 Shares (includes warrant to purchase 85,175 Shares) 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 328,531 Shares (includes warrant to purchase 85,175 Shares) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.1% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 00764L 10 9 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Joshua Ruch 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of South Africa NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 607,374 Shares 6 SHARED VOTING POWER 4,370,434 Shares (includes warrants to purchase 1,055,276 Shares) 7 SOLE DISPOSITIVE POWER 607,374 Shares 8 SHARED DISPOSITIVE POWER 4,370,434 Shares (includes warrants to purchase 1,055,276 Shares) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,977,808 Shares (includes warrants to purchase 1,055,276 Shares) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.2% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 00764L 10 9 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Habib Kairouz 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Canada NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 1,717 Shares 6 SHARED VOTING POWER 4,370,434 Shares (includes warrants to purchase 1,055,276 Shares) 7 SOLE DISPOSITIVE POWER 1,717 Shares 8 SHARED DISPOSITIVE POWER 4,370,434 Shares (includes warrants to purchase 1,055,276 Shares) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,372,151 Shares (includes warrants to purchase 1,055,276 Shares) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.2% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 00764L 10 9 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Mark Leschly 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Kingdom of Denmark NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 1,717 Shares 6 SHARED VOTING POWER 4,370,434 Shares (includes warrants to purchase 1,055,276 Shares) 7 SOLE DISPOSITIVE POWER 1,717 Shares 8 SHARED DISPOSITIVE POWER 4,370,434 Shares (includes warrants to purchase 1,055,276 Shares) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,372,151 Shares (includes warrants to purchase 1,055,276 Shares) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.2% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN This Amendment No. 1 to Schedule 13G for Advancis Pharmaceutical Corporation, a Delaware corporation ("Advancis" or the "Company"), amends a statement on Schedule 13G originally filed as of April 29, 2005, by Rho Capital Partners LLC ("Rho Capital"), RMV V, L.L.C. ("RMV V"), Rho Ventures V, L.P. ("Rho Ventures"), Rho Ventures V Affiliates, L.L.C. ("Rho Affiliates"), Joshua Ruch, Habib Kairouz and Mark Leschly (the "Reporting Persons"), with respect to the shares of Common Stock ("Shares"), par value $0.01 per share, of Advancis. This Amendment is filed to amend Item 4 in the Schedule 13G as previously filed, as follows: Items 1. - 3. No amendment Item 4. Ownership See cover page for each reporting person. By virtue of the relationships between and among the Reporting Persons, each of Rho Ventures and RMV may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to have sole power to direct the voting and disposition of the 3,741,820 Shares of Common Stock held by Rho Ventures (assumes exercise of a Warrant held for the account of Rho Ventures). Each such Reporting Person disclaims beneficial ownership of the Shares held by Rho Ventures except to the extent of its pecuniary interest therein. By virtue of the relationships between and among the Reporting Persons and the fact that RMV is the general partner of Rho Ventures V Affiliates, L.P. ("Rho Ventures Affiliates") and Rho Venture Partners V, L.P. ("Rho Venture Partners"), which are each members of Rho Affiliates, Rho Affiliates and RMV may be deemed to have the sole power to direct the voting and disposition of the 328,531 Shares of Common Stock held by Rho Affiliates (assumes exercise of a Warrant held for the account of Rho Affiliates). Each Reporting Person listed above disclaims beneficial ownership of the Shares held by Rho Affiliates except to the extent of its pecuniary interest therein. Based on calculations made in accordance with Rule 13d-3(d), as of the date hereof and after giving effect to the exercise of immediately exercisable Warrants, Rho Ventures may be deemed to beneficially own 12.2% of Advancis Shares, Rho Affiliates may be deemed to beneficially own 1.1% of Advancis Shares, and RMV may be deemed to beneficially own 13.2% of Advancis Shares. By virtue of the relationships between and among the Reporting Persons, Rho Capital may be deemed to have sole power, and Joshua Ruch, Habib Kairouz and Mark Leschly may be deemed to have shared power, to direct the voting and disposition of the 4,070,351 Shares of Common Stock beneficially owned by Rho Ventures and Rho Affiliates (assumes exercise of Warrants held for the account of Rho Ventures and Rho Affiliates). Rho Capital may therefore be deemed to beneficially own 13.2% of the Shares of Common Stock of Advancis. Joshua Ruch, Habib Kairouz and Mark Leschly directly hold 39,051, 1,717 and 1,717 Shares, respectively, through acquisitions of Advancis Shares for investment purposes, and thus have the sole power to direct the voting and disposition of such respective Share amounts. In addition, Joshua Ruch, by virtue of having control over certain entities as well as a trusteeship of a family trust, may be deemed to be the beneficial owner, and have sole powers of voting and disposition, over an additional 79,602 Shares. Furthermore, by virtue of having control over certain entities, Messrs Ruch, Kairouz and Leschly may be deemed to be beneficial owners of 115,316 Shares (in addition to Shares beneficially owned by virtue of their status as managing members of Rho Capital) over which they have shared powers of voting and disposition. Furthermore, by virtue of their control over certain managed accounts, Messrs Ruch, Kairouz and Leschly may be deemed to be beneficial owners of an additional 184,767 Shares over which they have shared powers of voting and disposition, and Joshua Ruch may be deemed to be the beneficial owner and have sole powers of voting and disposition over an additional 488,721 Shares of Common Stock. By including all such Shares of Common Stock, Messrs Ruch, Kairouz and Leschly may be deemed to beneficially own 4,977,808, 4,372,151 and 4,372,151 Shares, or 16.2%, 14.2%, and 14.2% of the Company's outstanding Shares, respectively (based on the Company's most recently issued 10-Q, as adjusted to account for Shares issuable under currently exercisable warrants). Other than the Shares of Advancis Common Stock in which they have a pecuniary interest, each of Messrs. Ruch, Kairouz and Leschly disclaims beneficial ownership of the Shares reported in this statement. Items 5. - 9. No amendment Item 10. Certifications 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. Dated: February 14, 2006 RHO VENTURES V, L.P. By: /s/ Jeffrey I. Martin - ------------------------------------------------------------------------ Jeffrey I. Martin, Authorized Signer RMV V, L.L.C. By: /s/ Jeffrey I. Martin - --------------------------------------------------------------------- Jeffrey I. Martin, Authorized Signer RHO CAPITAL PARTNERS LLC By: /s/ Jeffrey I. Martin - ------------------------------------------------------------------------ Jeffrey I. Martin, Authorized Signer RHO VENTURES V AFFILIATES, L.L.C. By: /s/ Jeffrey I. Martin - ------------------------------------------------------------------------ Jeffrey I. Martin, Authorized Signer /s/ Jeffrey I. Martin - ------------------------------------------------------------------------ Jeffrey I. Martin, Authorized Signer for Joshua Ruch /s/ Jeffrey I. Martin - ------------------------------------------------------------------------ Jeffrey I. Martin, Authorized Signer for Habib Kairouz /s/ Jeffrey I. Martin - ------------------------------------------------------------------------ Jeffrey I. Martin, Authorized Signer for Mark Leschly -----END PRIVACY-ENHANCED MESSAGE-----