0001193125-12-060228.txt : 20120214 0001193125-12-060228.hdr.sgml : 20120214 20120214145753 ACCESSION NUMBER: 0001193125-12-060228 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: BOXER ASSET MANAGEMENT INC. GROUP MEMBERS: BOXER CAPITAL, LLC GROUP MEMBERS: JOSEPH LEWIS GROUP MEMBERS: MVA INVESTORS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LA JOLLA PHARMACEUTICAL CO CENTRAL INDEX KEY: 0000920465 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330361285 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44849 FILM NUMBER: 12608217 BUSINESS ADDRESS: STREET 1: 4365 EXECUTIVE DRIVE, SUITE 300 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8584526600 MAIL ADDRESS: STREET 1: 4365 EXECUTIVE DRIVE, SUITE 300 CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Boxer Capital, LLC CENTRAL INDEX KEY: 0001465837 IRS NUMBER: 203828456 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 445 MARINE VIEW AVENUE STREET 2: SUITE 100 CITY: DEL MAR STATE: CA ZIP: 92014 BUSINESS PHONE: (858) 400-3112 MAIL ADDRESS: STREET 1: 445 MARINE VIEW AVENUE STREET 2: SUITE 100 CITY: DEL MAR STATE: CA ZIP: 92014 SC 13G/A 1 d299292dsc13ga.htm SCHEDULE 13G/AMENDMENT NO. 1 Schedule 13G/Amendment No. 1

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

 

LA JOLLA PHARMACEUTICAL COMPANY

(Name of issuer)

 

 

 

Common Stock, $0.0001 par value

(Title of class of securities)

 

503459109

(CUSIP number)

 

December 31, 2011

(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).

 

 

 

SCHEDULE 13G

 

CUSIP No. 503459109   Page 2 of 8 Pages

 

  (1)   

Names of reporting persons

 

Boxer Capital, LLC

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  (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

 

-0-

   (6)   

Shared voting power

 

6,789,077

   (7)   

Sole dispositive power

 

-0-

   (8)   

Shared dispositive power

 

6,789,077

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

6,789,077

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

8.6%*

(12)

  

Type of reporting person (see instructions)

 

CO

 

* Based on 79,141,309 Common Shares reported outstanding as of November 9, 2011 on the Issuer’s Quarterly Report on Form 10-Q filed on November 11, 2011.

SCHEDULE 13G

 

CUSIP No. 503459109   Page 3 of 8 Pages

 

  (1)   

Names of reporting persons

 

Boxer Asset Management Inc.

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Bahamas

Number of

shares

beneficially

owned by

each

reporting

person

with:

    (5)    

Sole voting power

 

-0-

   (6)   

Shared voting power

 

6,789,077

   (7)   

Sole dispositive power

 

-0-

   (8)   

Shared dispositive power

 

6,789,077

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

6,789,077

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

8.6%*

(12)

  

Type of reporting person (see instructions)

 

CO

 

* Based on 79,141,309 Common Shares reported outstanding as of November 9, 2011 on the Issuer’s Quarterly Report on Form 10-Q filed on November 11, 2011.

SCHEDULE 13G

 

CUSIP No. 503459109   Page 4 of 8 Pages

 

  (1)   

Names of reporting persons

 

MVA Investors, LLC

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  (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

 

-0-

   (6)   

Shared voting power

 

976,607

   (7)   

Sole dispositive power

 

-0-

   (8)   

Shared dispositive power

 

976,607

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

976,607

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

1.2%*

(12)

  

Type of reporting person (see instructions)

 

CO

 

* Based on 79,141,309 Common Shares reported outstanding as of November 9, 2011 on the Issuer’s Quarterly Report on Form 10-Q filed on November 11, 2011.

SCHEDULE 13G

 

CUSIP No. 503459109   Page 5 of 8 Pages

 

  (1)   

Names of reporting persons

 

Joseph Lewis

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

United Kingdom

Number of

shares

beneficially

owned by

each

reporting

person

with:

    (5)    

Sole voting power

 

-0-

   (6)   

Shared voting power

 

6,789,077

   (7)   

Sole dispositive power

 

-0-

   (8)   

Shared dispositive power

 

6,789,077

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

6,789,077

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

8.6%*

(12)

  

Type of reporting person (see instructions)

 

IN

 

* Based on 79,141,309 Common Shares reported outstanding as of November 9, 2011 on the Issuer’s Quarterly Report on Form 10-Q filed on November 11, 2011.

 

  Page 6 of 8 Pages

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13G initially filed on June 3, 2010 (the “Original Filing”). The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Filing. This Amendment No. 1 is being filed jointly pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, by the Reporting Persons.

 

Item  2(d). Title of Class of Securities:

 

Item 2(d) is hereby Restated as follows:

Common Stock, $0.0001 par value (the “Common Shares”).

 

Item 4. Ownership.

Item 4 is hereby Restated as follows:

 

    (a) Amount beneficially owned:

Boxer Capital, Boxer Management and Joseph Lewis beneficially own 6,789,077* Common Shares. MVA beneficially owns 976,607* Common Shares.

 

    (b) Percent of class:

The Common Shares beneficially owned by Boxer Capital, Boxer Management and Joseph Lewis represent 8.6%* of the Issuer’s outstanding Common Shares outstanding. The Common Shares beneficially owned by MVA represent 1.2%* of the Issuer’s outstanding Common Shares.

 

    (c) Number of shares as to which such person has:

 

  (i) Sole power to vote or direct the vote:

MVA has the sole power to vote the 976,607* Common Shares it beneficially owns. Boxer Capital, Boxer Management and Joseph Lewis do not have the sole power to vote or direct the vote of any Common Shares.

 

  (ii) Shared power to vote or to direct the vote:

Boxer Capital, Boxer Management and Joseph Lewis have shared voting power with respect to the 6,789,077* Common Shares they beneficially own. MVA does not have shared power to vote or direct the vote of any Common Shares.

 

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

MVA has the sole power to dispose of the 976,607* Common Shares it beneficially owns. Boxer Capital, Boxer Management and Joseph Lewis do not have the sole power to dispose or direct the disposition of any Common Shares.

 

  (iv) Shared power to dispose or to direct the disposition of:

Boxer Capital, Boxer Management and Joseph Lewis have shared dispositive power with respect to the 6,789,077* Common Shares they beneficially own. MVA does not have shared power to dispose of or direct the disposition of any Common Shares.

 

* The Reporting Persons may be deemed to beneficially own 7,765,684 Common Shares which constitute approximately 9.8% of a notional number of the Issuer’s outstanding Common Shares (based on 79,141,309 Common Shares reported outstanding as of November 9, 2011 on the Issuer’s Quarterly Report on Form 10-Q filed on November 11, 2011). Boxer Capital has shared voting and dispositive power with regard to the 6,789,077 Common Shares it owns directly. Boxer Management and Joseph Lewis each have shared voting and dispositive power with regard to the Common Shares owned directly by Boxer Capital. MVA has sole voting and dispositive power over the Common Shares owned by it. Neither Boxer Capital, Boxer Management nor Mr. Lewis has any voting or dispositive power with regard to the Common Shares held by MVA. As of February 7, 2012, the Reporting Persons beneficially owned 21,026 Common Shares. As of February 7, 2012, the Reporting Persons owned approximately 1,139 shares of Series C-1 Preferred Stock (the “Preferred Stock”), and 1,113 Series D-1 warrants, 2,391 Series C-2 warrants, and 2,391 Series D-2 warrants (collectively, with the Series D-1 warrants and C-2 warrants, the “Warrants”). The Warrants are exercisable into additional shares of Preferred Stock, and the conversion price of the Preferred Stock to Common Shares is $0.006. The Preferred Stock can only be converted to the extent that, after such conversion, the Reporting Persons would beneficially own no more than 9.999% of the Issuer’s Common Shares. Because Boxer Capital, Boxer Management, Joseph Lewis and MVA may be deemed to be a group pursuant to Rule 13d, their aggregate beneficial ownership of Common Shares underlying the Preferred Stock cannot exceed 9.999% of the Issuer’s Common Shares.

 

  Page 7 of 8 Pages
Item 10. Certification.

    (c) 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 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.

Exhibits

 

  1 Joint Filing Agreement, dated June 3, 2010, between the Reporting Persons.

 

  Page 8 of 8 Pages

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.

 

    BOXER CAPITAL, LLC
Date: February 14, 2012     By:  

/s/ Aaron Davis

      Name: Aaron Davis
      Title: Authorized Signatory
   

BOXER ASSET MANAGEMENT INC.

    By:  

/s/ Jefferson R. Voss

      Name: Jefferson R. Voss
      Title: Director
   

MVA Investors, LLC

    By:  

/s/ Neil Reisman

      Name: Neil Reisman
      Title: Authorized Signatory
   

JOSEPH LEWIS

    By:  

/s/ Joseph Lewis

      Joseph Lewis, Individually
 EX-99.1 2 d299292dex991.htm EXHIBIT 1 Exhibit 1

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13G, dated June 3, 2010, with respect to the shares of La Jolla Pharmaceutical Company’s Common Stock, par value $0.01 per share, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13G and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, 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 3rd day of June, 2010.

 

    BOXER CAPITAL, LLC
    By:  

/s/ Aaron Davis

      Name: Aaron Davis
      Title: Authorized Signatory
   

BOXER ASSET MANAGEMENT INC.

    By:  

/s/ Jefferson R. Voss

      Name: Jefferson R. Voss
      Title: Director
   

MVA Investors, LLC

    By:  

/s/ Neil Reisman

      Name: Neil Reisman
      Title: Authorized Signatory
   

JOSEPH LEWIS

    By:  

/s/ Joseph Lewis

      Joseph Lewis, Individually