-----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, TOrghZBFER611SfqsZreBGPmX8AF7ICdKzH+DlIfQ4uIFUEc7evD79HA1+UFJuF6 sH7GZU5MDjkn6qeyQTSPkQ== 0001144204-10-004874.txt : 20100202 0001144204-10-004874.hdr.sgml : 20100202 20100202135204 ACCESSION NUMBER: 0001144204-10-004874 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100202 DATE AS OF CHANGE: 20100202 GROUP MEMBERS: SPHERA GLOBAL HEALTHCARE FUND GROUP MEMBERS: SPHERA GLOBAL HEALTHCARE GP LTD. GROUP MEMBERS: SPHERA GLOBAL HEALTHCARE MANAGEMENT, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADAM INC CENTRAL INDEX KEY: 0000863650 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 581878070 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49157 FILM NUMBER: 10566200 BUSINESS ADDRESS: STREET 1: 10 10TH STREET NE STREET 2: SUITE 525 CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 4046042757 MAIL ADDRESS: STREET 1: 10 10TH STREET NE STREET 2: SUITE 525 CITY: ATLANTA STATE: GA ZIP: 30309 FORMER COMPANY: FORMER CONFORMED NAME: A D A M SOFTWARE INC DATE OF NAME CHANGE: 19950919 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPHERA GLOBAL HEALTHCARE MASTER FUND CENTRAL INDEX KEY: 0001436976 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: SPHERA GLOBAL HEALTHCARE MANAGEMENT STREET 2: PLATINUM HOUSE 24 HA ARBA AH STREET CITY: TEL AVIV STATE: L3 ZIP: 64739 BUSINESS PHONE: 972 3 684 5535 MAIL ADDRESS: STREET 1: SPHERA GLOBAL HEALTHCARE MANAGEMENT STREET 2: PLATINUM HOUSE 24 HA ARBA AH STREET CITY: TEL AVIV STATE: L3 ZIP: 64739 SC 13G/A 1 v172940_sc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
 
A.D.A.M. Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)

00088U108
(CUSIP Number)

December 31, 2009
(Date of Event which Requires Filing
of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
o
x
o
Rule 13d-1(b)
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 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).
 
Continued on following pages
Page 1 of 8 Pages



SCHEDULE 13G
 
CUSIP No. 00088U108
Page 2 of 8 Pages

1
Names of Reporting Persons
 
SPHERA GLOBAL HEALTHCARE MASTER FUND
 
I.R.S. Identification Nos. of above persons (entities only)
 
N/A
2
Check the Appropriate Box If a Member of a Group (See Instructions)
a.    x
b.    o
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
 
0
6
Shared Voting Power
 
0
7
Sole Dispositive Power
 
0
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
532,242
10
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
 
11
Percent of Class Represented By Amount in Row (9)
 
5.38%
12
Type of Reporting Person (See Instructions)
 
OO
 


SCHEDULE 13G
 
CUSIP No. 00088U108
Page 3 of 8 Pages
 
1
Names of Reporting Persons
 
SPHERA GLOBAL HEALTHCARE FUND
 
I.R.S. Identification Nos. of above persons (entities only)
 
N/A
2
Check the Appropriate Box If a Member of a Group (See Instructions)
a.    x
b.    o
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
 
0
6
Shared Voting Power
 
0
7
Sole Dispositive Power
 
0
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
532,242
10
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
 
11
Percent of Class Represented By Amount in Row (9)
 
5.38%
12
Type of Reporting Person (See Instructions)
 
OO
 


SCHEDULE 13G
 
CUSIP No. 00088U108
Page 4 of 8 Pages
 
1
Names of Reporting Persons
 
SPHERA GLOBAL HEALTHCARE MANAGEMENT, L.P.
 
I.R.S. Identification Nos. of above persons (entities only)
 
N/A
2
Check the Appropriate Box If a Member of a Group (See Instructions)
a.    x
b.    o
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
 
Israel
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
5
Sole Voting Power
 
0
6
Shared Voting Power
 
532,242
7
Sole Dispositive Power
 
0
8
Shared Dispositive Power
 
532,242
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
532,242
10
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
 
11
Percent of Class Represented By Amount in Row (9)
 
5.38%
12
Type of Reporting Person (See Instructions)
 
PN
 


SCHEDULE 13G
 
CUSIP No. 00088U108
Page 5 of 8 Pages
 
1
Names of Reporting Persons
 
SPHERA GLOBAL HEALTHCARE GP LTD.
 
I.R.S. Identification Nos. of above persons (entities only)
 
N/A
2
Check the Appropriate Box If a Member of a Group (See Instructions)
a.    x
b.    o
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
 
Israel
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
5
Sole Voting Power
 
0
6
Shared Voting Power
 
532,242
7
Sole Dispositive Power
 
0
8
Shared Dispositive Power
 
532,242
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
532,242
10
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
 
11
Percent of Class Represented By Amount in Row (9)
 
5.38%
12
Type of Reporting Person (See Instructions)
 
OO
 


SCHEDULE 13G
 
CUSIP No. 00088U108
Page 6 of 8 Pages
  
Item 1(a)
Name of Issuer:
   
 
A.D.A.M. Inc. (the "Issuer").
 
Item 1(b)
Address of the Issuer's Principal Executive Offices:
   
  10 10th Street NE, Suite 525, Atlanta, Georgia 30309-3848
  
Item 2(a)
Name of Person Filing:
   
 
This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
 
 
i)
SPHERA GLOBAL HEALTHCARE MASTER FUND (“Master Fund”)
     
 
ii)
SPHERA GLOBAL HEALTHCARE FUND (“Global Fund”)
     
 
iii)
SPHERA GLOBAL HEALTHCARE MANAGEMENT, L.P. (“Management”)
     
 
iv)
SPHERA GLOBAL HEALTHCARE GP Ltd. (“GP”)
 
This statement related to Shares (as defined herein below) held by Master Fund.  Approximately 100% of Master Fund is owned by Global Fund.  Management has voting and investment power with respect to securities owned by Master Fund, and GP has voting and investment power and control over Management.
 
Item 2(b)
Address of Principal Business Office or, if None, Residence:
 
For Master Fund and Global Fund, P.O. Box 309, Ugland House, Grand Cayman KY1-1104 Cayman Islands.  For Management and GP, Platinum House, 21 Ha'arba'ah Street, Tel Aviv 64739 Israel.

Item 2(c)
Citizenship:
 
 
1)
Cayman Islands
     
 
2)
Cayman Islands
     
 
3)
Israel
     
 
4)
Israel
 
Item 2(d)
Title of Class of Securities:
   
 
Common Stock (the "Shares").
 
Item 2(e)
CUSIP Number: 00088U108
 
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:
   
 
This Item 3 is not applicable.
 
Item 4.
Ownership:
   
Item 4(a)
Amount Beneficially Owned:
 
As of the Date of Event, each of the Reporting Persons may be deemed to be the beneficial owner of 532,242 Shares.  Management, Global Fund and GP, by virtue of the relationships described herein, may be deemed to beneficially own the Shares.  Management, Global Fund and GP disclaim beneficial ownership of the Shares, except to the extent of their pecuniary interest therein.



SCHEDULE 13G
 
CUSIP No. 00088U108
Page 7 of 8 Pages

Item 4(b)
Percent of Class:
 
According to the Issuer’s Form 10-Q filed on November 12, 2009, the number of Shares outstanding as of September 30, 2009 was 9,889,760. Each of the Reporting Persons may be deemed to be the beneficial owner of 532,242 of the total number of Shares outstanding.

Item 4(c)
Number of shares as to which such person has:
 
Master Fund
 
(i)
Sole power to vote or direct the vote
0
(ii)
Shared power to vote or to direct the vote
0
(iii)
Sole power to dispose or to direct the disposition of
0
(iv)
Shared power to dispose or to direct the disposition of
0
 
Global Fund
 
(i)
Sole power to vote or direct the vote
0
(ii)
Shared power to vote or to direct the vote
0
(iii)
Sole power to dispose or to direct the disposition of
0
(iv)
Shared power to dispose or to direct the disposition of
0
 
Management
  
(i)
Sole power to vote or direct the vote
0
(ii)
Shared power to vote or to direct the vote
532,242
(iii)
Sole power to dispose or to direct the disposition of
0
(iv)
Shared power to dispose or to direct the disposition of
532,242
 
GP
 
(i)
Sole power to vote or direct the vote
0
(ii)
Shared power to vote or to direct the vote
532,242
(iii)
Sole power to dispose or to direct the disposition of
0
(iv)
Shared power to dispose or to direct the disposition of
532,242

Item 5.
Ownership of Five Percent or Less of a Class:
 
This Item 5 is not applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
 
This Item 6 is not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
 
SPHERA GLOBAL HEALTHCARE MASTER FUND
 
Item 8.
Identification and Classification of Members of the Group:
 
SPHERA GLOBAL HEALTHCARE MASTER FUND
SPHERA GLOBAL HEALTHCARE FUND
SPHERA GLOBAL HEALTHCARE MANAGEMENT, L.P.
SPHERA GLOBAL HEALTHCARE GP Ltd.
 
Item 9.
Notice of Dissolution of Group:
 
This Item 9 is not applicable.
 
Item 10.
Certification:
 
By signing below each of the Reporting Persons certify that, to the best of such person's knowledge and belief, the securities referred to above were acquired and are 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.



SCHEDULE 13G
 
CUSIP No. 00088U108
Page 8 of 8 Pages
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Date:
February 2, 2010
SPHERA GLOBAL HEALTHCARE MASTER FUND
 
     
 
By:
/s/ Doron Breen
 
Name:
Doron Breen
 
Title:
Director
     
     
Date:
February 2, 2010
SPHERA GLOBAL HEALTHCARE FUND
 
     
 
By:
/s/ Doron Breen
 
Name:
Doron Breen
 
Title:
Director
 
 
Date:
February 2, 2010
SPHERA GLOBAL HEALTHCARE MANAGEMENT, L.P.
 
     
 
By:
/s/ Doron Breen
 
Name:
Doron Breen
 
Title:
Authorized Signatory
     
     
Date:
February 2, 2010
SPHERA GLOBAL HEALTHCARE GP Ltd.
 
     
 
By:
/s/ Doron Breen
 
Name:
Doron Breen
 
Title:
Director
 

Date:
February 2, 2010
 
 


Joint Filing Agreement

                        In accordance with Rule 13d-1(k) under the Securities Exchange Act, as amended, the undersigned hereby agree to the joint filing on behalf of each of them on a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.01 par value, of A.D.A.M. Inc.

                        IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 2nd day of February, 2010.
                                   

SPHERA GLOBAL HEALTHCARE MASTER FUND

By: /s/ Doron Breen
Name: Doron Breen
Title: Director

SPHERA GLOBAL HEALTHCARE FUND

By: /s/ Doron Breen
Name: Doron Breen
Title: Director

SPHERA GLOBAL HEALTHCARE MANAGEMENT, L.P.

By: /s/ Doron Breen
Name: Doron Breen
Title: Authorized Signatory

SPHERA GLOBAL HEALTHCARE GP Ltd.
 
By: /s/ Doron Breen
Name: Doron Breen
Title: Director
 

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