0001010192-13-000107.txt : 20131216 0001010192-13-000107.hdr.sgml : 20131216 20131216172715 ACCESSION NUMBER: 0001010192-13-000107 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20131216 DATE AS OF CHANGE: 20131216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Transcept Pharmaceuticals Inc CENTRAL INDEX KEY: 0001178711 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330960223 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81821 FILM NUMBER: 131279837 BUSINESS ADDRESS: STREET 1: 1003 W. CUTTING BLVD STREET 2: SUITE 110 CITY: POINT RICHMOND STATE: CA ZIP: 94804 BUSINESS PHONE: (510) 215-3500 MAIL ADDRESS: STREET 1: 1003 W. CUTTING BLVD STREET 2: SUITE 110 CITY: POINT RICHMOND STATE: CA ZIP: 94804 FORMER COMPANY: FORMER CONFORMED NAME: NOVACEA INC DATE OF NAME CHANGE: 20020724 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Roumell Asset Management, LLC CENTRAL INDEX KEY: 0001331693 IRS NUMBER: 522145132 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2 WISCONSIN CIR STREET 2: SUITE 660 CITY: CHEVY CHASE STATE: MD ZIP: 20815 BUSINESS PHONE: 301-656-8500 MAIL ADDRESS: STREET 1: 2 WISCONSIN CIR STREET 2: SUITE 660 CITY: CHEVY CHASE STATE: MD ZIP: 20815 SC 13D/A 1 schedule13da.htm SCHEDULE 13D/A 12-16-13 schedule13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

SCHEDULE 13D/A
(Amendment No. 5)

Under the Securities Exchange Act of 1934
 
 
 Transcept Pharmaceuticals, Inc.
(Name of Issuer)
 
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
 
89354M106 
(CUSIP Number)

James C. Roumell
Roumell Asset Management, LLC
2 Wisconsin Circle, Suite 660
Chevy Chase, MD  20815
 
 (301) 656-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
 
 December 16, 2013
(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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  x
 
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. 892918103
 
13D/A
 
Page 2 of 3 Pages



This Amendment No. 5 (this “Amendment”) is being filed solely to update the materials filed as exhibits.  This Amendment amends, and to the extent inconsistent with, supersedes the disclosures in the Schedule 13D filed September 4, 2013 (the “Original 13D”), as amended by Amendment No. 1 on Schedule 13D/A filed September 19, 2013 (“Amendment No. 1), Amendment No. 2 filed October 3, 2013 (“Amendment No. 2”), Amendment No. 3 filed on October 7, 2013 (“Amendment No. 3”) and Amendment No. 4 on Schedule 13D/A filed December 3, 2013 (“Amendment No. 4), in each case by Roumell Asset Management, LLC and James C. Roumell (the “Reporting Persons”).

Item 4.  Purpose of Transaction.

The Reporting Persons acquired shares of the common stock of the Issuer as part of their ordinary course of business for investment purposes, based on their belief that the Issuer’s stock is undervalued and represents an attractive investment opportunity.  As of September 2, 2013, the Reporting Persons decided to discuss factors contributing to the current undervaluation of the Issuer’s stock and new strategies to create and maximize value for the Issuer’s stockholders directly with the Issuer’s management and its board of directors (the “Board”).  Accordingly, the Reporting Persons sent a letter, dated September 4, 2013, to the Issuer’s board of directors.  A copy of this letter was filed with the Original 13D as Exhibit 7.02.  The Reporting Persons also have had discussions with third parties and other stockholders.

In light of the publicly announced offer by Retrophin, Inc. to purchase the shares of Issuer’s common stock not owned by Retrophin, the Reporting Persons sent another letter, dated September 19, 2013, to the Issuer’s board of directors.  A copy of this letter was filed with Amendment No. 1as Exhibit 7.04.

On October 3, 2013, pursuant to Article V, Section B(4)(iv) of the Issuer’s amended and restated certificate of incorporation, as filed with the SEC, the Reporting Persons, Retrophin and SC Fundamental Value Fund, L.P. requested that the Board call a special meeting for the purpose of (1) voting on the so-called tax benefit preservation plan adopted by the Board on September 13, 2013, and (2) removing from the Board, without cause, Christopher B. Ehrlich, Glenn A. Oclassen, Jake R. Nunn, G. Kirk Raab and any person nominated appointed or otherwise elected to the Board after October 3, 2013 and prior to the special meeting.  A copy of this correspondence was incorporated by reference as Exhibit 7.06 in Amendment No. 3.  The Reporting Persons also sent a separate letter to the Board regarding the Issuer’s recent announcement that it had entered into a license agreement with Shin Nippon Biomedical Laboratories, Ltd., a Japanese corporation.  A copy of this letter was filed with Amendment No. 2 as Exhibit 7.05.

On December 3, 2013, in accordance with Article II, Section 2.4(ii) of Issuer’s bylaws, as filed with the SEC, the Reporting Persons nominated Gerald Hellerman and Matthhew M. Loar as candidates to serve as members of the Board.  A copy of this letter was filed with Amendment No. 4 as Exhibit 7.07.

On December 4, 2013, the Issuer issued a press release outlining its strategic initiatives and plans.  Subsequently, the Reporting Persons had discussions with the Issuer and, on December 16, 2013, the Reporting Persons decided to abstain from voting at the upcoming special meeting and sent a letter to the Board of Directors.  A copy of this letter is being filed with this Amendment and is incorporated by reference herein.
 
The Reporting Persons also understand that the Issuer will nominate and elect Matthew Loar as a member of the Issuer's board of directors.

The Reporting Persons, in the ordinary course of business, regularly review their equity interest in the Issuer.  The Reporting Persons have no current intention to purchase additional securities of the Issuer.  While the Reporting Persons have no present intention to dispose of all or any portion of the shares of Issuer common stock beneficially owned by them, Roumell Asset Management may be required to sell shares of the Issuer’s common stock from time to time to accommodate client requests to transfer or liquidate their accounts.  Any such sales of securities of the Issuer may be in the open market, privately negotiated transactions or otherwise.
 
 
 

 
CUSIP No. 892918103
 
13D/A
 
Page 3 of 3 Pages

 
Depending on their assessment of the foregoing factors, the Reporting Persons may, from time to time, modify their present intention as stated in this Item 4.

Except as set forth above, the Reporting Persons do not have at this time any specific plans which would result in (a) the acquisition by the Reporting Persons of additional securities of the Issuer or the disposition by the Reporting Persons of securities of the Issuer; (b) any extraordinary corporate transactions such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) any sale or transfer of a material amount of the assets of the Issuer or of any of its subsidiaries; (d) any change in the present management or board of directors, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any change in the Issuer’s charter or bylaws which may impede the acquisition of control of the Issuer by any person; (h) the Issuer’s common stock being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system or a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to those enumerated above.

Item 7.  Material to be Filed as Exhibits.

Exhibit 7.01
Form of Roumell Asset Management, LLC Investment Advisory Agreement (incorporated by reference to Exhibit 7.01 filed with the Original 13D).

Exhibit 7.02
Letter to the Board of Directors of Transcept Pharmaceuticals Inc. dated September 4, 2013 (incorporated by reference to Exhibit 7.02 filed with the Original 13D).

Exhibit 7.03
Joint Filing Agreement by and among the Reporting Persons, dated September 4, 2013 (incorporated by reference to Exhibit 7.0 filed with the Original 13D).

Exhibit 7.04
Letter to the Board of Directors of Transcept Pharmaceuticals Inc. dated September 19, 2013 (incorporated by reference to Exhibit 7.04 filed with Amendment No. 1).

Exhibit 7.05
Letter to the Board of Directors of Transcept Pharmaceuticals Inc. dated October 3, 2013 (incorporated by reference to Exhibit 7.04 filed with Amendment No. 2).

Exhibit 7.06
Letter to Transcept Pharmaceuticals Inc. dated October 3, 2013 (incorporated by reference to Exhibit A to Amendment No. 2 on Schedule 13D/A filed by SC Fundamental Value Fund L.P. on October 4, 2013).

Exhibit 7.07
Letter to the Board of Directors of Transcept Pharmaceuticals Inc. dated December 3, 2013 (incorporated by reference to Exhibit A to Amendment No. 4 on Schedule 13D/A filed by SC Fundamental Value Fund L.P. on October 4, 2013).

Exhibit 7.08
Letter to the Board of Directors of Transcept Pharmaceuticals Inc. dated December 16, 2013.

 
 
 
SIGNATURES

 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned Reporting Persons certifies that the information set forth in this statement with respect to him or it, as applicable, is true, complete and correct.

     
       
Date: December 16, 2013
By:
/s/ James C. Roumell  
    Name   
    Title   
       
 
     
  Roumell Asset Management, LLC  
       
Date: December 16, 2013
By:
/s/ James C. Roumell  
    James C. Roumell, President  
       
       

 
 

 EX-7.08 2 exh708.htm EXHIBIT 7.08 exh708.htm
Exhibit 7.08
 

 
December 16, 2013

Board of Directors
Transcept Pharmaceuticals, Inc.
1003 W. Cutting Blvd
Suite 110
Pt. Richmond, CA  94804


Dear Members of the Board:

Roumell Asset Management, LLC filed a 13D on September 5, 2013 to begin a dialogue with the board of directors to effectuate a change in the company’s direction.  We recommended that the company make a substantial cash distribution to shareholders, reduce expenses and begin a strategic process that would ultimately result in the company being merged, sold or liquidated.  To that end, we believe the company has taken a number of positive and noteworthy steps and we applaud those efforts.  The company has in fact implemented a meaningful workforce reduction, clearly identified its intention to merge, sell or liquidate and ended costly human trials on its DHE initiative.  Importantly, we were informed that the board has voted to invite Matthew Loar, who we nominated on December 3, to join the board.  We believe Mr. Loar is exceptionally qualified, and his independent perspective will be an asset to all shareholders.  Mr. Loar is also a Transcept shareholder.
 
Moreover, we believe the company’s current process is a good one.  We believe possible reverse-merger alternatives ought to be explored in the context of a substantial cash distribution to shareholders.  Further, any reverse-merger candidate should be required to invest additional capital into the new company to insure alignment of interests. The right reverse-merger candidate would have the added benefit of allowing shareholders continued optionality on Intermezzo.
 
As a result of these actions, and our cautious optimism that the company has a credible, value-enhancing process underway, we have decided to abstain from voting in the upcoming December 19th special shareholder meeting.  We will continue to carefully monitor company actions and act accordingly.
 
Lastly, we continue to believe Retrophin’s offer to buy Transcept for $4 per share was inadequate.  We believe the company is taking the right steps to realize far greater value from the company’s assets.
 
 
   ROUMELL ASSET MANAGEMENT, LLC
 
  
  /s/ James C. Roumell, President