-----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, L2LLYTYecrOwuNJpoYA5ZuckU9o3HCNqmU0Z3ZvFCtDMP/EfadGQUrcFxE4Gdgwx 6KSMN0Wlcc8yaIZVcbLxAw== 0000902664-08-003309.txt : 20081202 0000902664-08-003309.hdr.sgml : 20081202 20081202161550 ACCESSION NUMBER: 0000902664-08-003309 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081202 DATE AS OF CHANGE: 20081202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OSCIENT PHARMACEUTICALS CORP CENTRAL INDEX KEY: 0000356830 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 042297484 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34935 FILM NUMBER: 081225318 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 2200 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 7813982300 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 2200 CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: GENOME THERAPEUTICS CORP DATE OF NAME CHANGE: 19941215 FORMER COMPANY: FORMER CONFORMED NAME: COLLABORATIVE RESEARCH INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Highbridge International LLC CENTRAL INDEX KEY: 0001308315 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: THE CAYMAN CORPORATE CENTRE, 4TH FLOOR STREET 2: 27 HOSPITAL ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 345-945-1400 MAIL ADDRESS: STREET 1: P.O. BOX 30554 STREET 2: SEVEN MILE BEACH CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: 00000 SC 13G/A 1 p08-1665sc13ga.txt OSCIENT PHARMACEUTICALS CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Oscient Pharmaceuticals Corporation (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 68812R303 (CUSIP Number) November 25, 2008 (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 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). Page 1 of 10 Pages CUSIP No. 68812R303 13G Page 2 of 10 Pages - -------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Highbridge International LLC - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies - -------------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES ----------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 2,317,877 shares of Common Stock $9,238,000 aggregate principal amount of 12.50% Convertible Guaranteed Senior Notes due 2011 convertible into 8,398,181 shares of Common Stock (See Item 4(a)) OWNED BY ----------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ----------------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER 2,317,877 shares of Common Stock $9,238,000 aggregate principal amount of 12.50% Convertible Guaranteed Senior Notes due 2011 convertible into 8,398,181 shares of Common Stock (See Item 4(a)) - -------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,317,877 shares of Common Stock $9,238,000 aggregate principal amount of 12.50% Convertible Guaranteed Senior Notes due 2011 convertible into 8,398,181 shares of Common Stock (See Item 4(a)) - -------------------------------------------------------------------------------- (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) 9.99% (See Item 4) - -------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (See instructions) OO - -------------------------------------------------------------------------------- CUSIP No. 68812R303 13G Page 3 of 10 Pages - -------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Highbridge Capital Management, LLC - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES ----------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 2,317,877 shares of Common Stock $9,238,000 aggregate principal amount of 12.50% Convertible Guaranteed Senior Notes due 2011 convertible into 8,398,181 shares of Common Stock (See Item 4(a)) OWNED BY ----------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ----------------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER 2,317,877 shares of Common Stock $9,238,000 aggregate principal amount of 12.50% Convertible Guaranteed Senior Notes due 2011 convertible into 8,398,181 shares of Common Stock (See Item 4(a)) - -------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,317,877 shares of Common Stock $9,238,000 aggregate principal amount of 12.50% Convertible Guaranteed Senior Notes due 2011 convertible into 8,398,181 shares of Common Stock (See Item 4(a)) - -------------------------------------------------------------------------------- (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) 9.99% (See Item 4) - -------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (See instructions) OO - -------------------------------------------------------------------------------- CUSIP No. 68812R303 13G Page 4 of 10 Pages - -------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Glenn Dubin - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES ----------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 2,317,877 shares of Common Stock $9,238,000 aggregate principal amount of 12.50% Convertible Guaranteed Senior Notes due 2011 convertible into 8,398,181 shares of Common Stock (See Item 4(a)) OWNED BY ----------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ----------------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER 2,317,877 shares of Common Stock $9,238,000 aggregate principal amount of 12.50% Convertible Guaranteed Senior Notes due 2011 convertible into 8,398,181 shares of Common Stock (See Item 4(a)) - -------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,317,877 shares of Common Stock $9,238,000 aggregate principal amount of 12.50% Convertible Guaranteed Senior Notes due 2011 convertible into 8,398,181 shares of Common Stock (See Item 4(a)) - -------------------------------------------------------------------------------- (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) 9.99% (See Item 4) - -------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (See instructions) IN - -------------------------------------------------------------------------------- CUSIP No. 68812R303 13G Page 5 of 10 Pages - -------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Henry Swieca - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES ----------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 2,317,877 shares of Common Stock $9,238,000 aggregate principal amount of 12.50% Convertible Guaranteed Senior Notes due 2011 convertible into 8,398,181 shares of Common Stock (See Item 4(a)) OWNED BY ----------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ----------------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER 2,317,877 shares of Common Stock $9,238,000 aggregate principal amount of 12.50% Convertible Guaranteed Senior Notes due 2011 convertible into 8,398,181 shares of Common Stock (See Item 4(a)) - -------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,317,877 shares of Common Stock $9,238,000 aggregate principal amount of 12.50% Convertible Guaranteed Senior Notes due 2011 convertible into 8,398,181 shares of Common Stock (See Item 4(a)) - -------------------------------------------------------------------------------- (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) 9.99% (See Item 4) - -------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (See instructions) IN - -------------------------------------------------------------------------------- CUSIP No. 68812R303 13G Page 6 of 10 Pages This Amendment No. 2 (this "Amendment") amends the statement on Schedule 13G filed on May 15, 2007 (the "Original Schedule 13G"), as amended by Amendment No. 1 filed on February 16, 2008 (the Original Schedule 13G as amended, the "Schedule 13G") with respect to shares of common stock par value $0.10 per share (the "Common Stock") of Oscient Pharmaceuticals Corporation, a Massachusetts corporation (the "Company"). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13G. This Amendment amends and restates Items 2(a), 2(b), 2(c), 4 and 5 in their entirety as set forth below. Item 2(a). Name of Person Filing Item 2(b). Address of Principal Business Office Item 2(c). Citizenship HIGHBRIDGE INTERNATIONAL LLC c/o Harmonic Fund Services The Cayman Corporate Centre, 4th Floor 27 Hospital Road Grand Cayman, Cayman Islands, British West Indies Citizenship: Cayman Islands, British West Indies HIGHBRIDGE CAPITAL MANAGEMENT, LLC 9 West 57th Street, 27th Floor New York, New York 10019 Citizenship: State of Delaware GLENN DUBIN c/o Highbridge Capital Management, LLC 9 West 57th Street, 27th Floor New York, New York 10019 Citizenship: United States HENRY SWIECA c/o Highbridge Capital Management, LLC 9 West 57th Street, 27th Floor New York, New York 10019 Citizenship: United States Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: The Company consummated a tender offer (the "Tender Offer") on November 25, 2008 to exchange each $1,000 principal amount of 3.50% Convertible Senior Notes (the "Existing Notes") that were tendered by the holders for (i) $400 principal amount of 12.50% Convertible Guaranteed Senior Notes due 2011 (the "New Notes") and (ii) 100 shares of Common Stock. Highbridge International LLC tendered $23,097,000 principal amount of Existing Notes and received in exchange therefor from the Company $9,238,000 principal amount of New Notes and 2,310,456 shares of Common Stock. The New Notes are convertible into 8,398,181 shares of Common Stock. However, pursuant to an agreement by and between the Company and Highbridge International LLC effective as of the receipt of the New Notes, CUSIP No. 68812R303 13G Page 7 of 10 Pages Highbridge International LLC can only convert the New Notes to the extent such conversion would not cause the Reporting Persons to beneficially own, after any such conversion, more than 9.99% of the outstanding shares of Common Stock (the "Blocker"). Therefore, as of the date of this filing, after giving effect to the Blocker (i) Highbridge International LLC beneficially owns 3,947,518 shares of Common Stock, including 2,317,877 shares of Common Stock and 1,629,641 shares of Common Stock issuable upon conversion of the New Notes and (ii) each of Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca may be deemed to beneficially own the 3,947,518 shares of Common Stock, including 2,317,877 shares of Common Stock and 1,629,641 shares of Common Stock issuable upon conversion of the New Notes. In addition to the foregoing, Highbridge International LLC may be deemed to own warrants to purchase 161,917 shares of Common Stock. However, pursuant to the terms of these warrants, the warrants cannot be exercised until such time as its holders would not beneficially own, after such exercise, more than 4.99% of the outstanding shares of Common Stock. Highbridge Capital Management, LLC is the trading manager of Highbridge International LLC. Glenn Dubin is the Chief Executive Officer of Highbridge Capital Management, LLC. Henry Swieca is the Chief Investment Officer of Highbridge Capital Management, LLC. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock owned by another Reporting Person. In addition, each of Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca disclaims beneficial ownership of the shares of Common Stock owned by Highbridge International LLC. (b) Percent of class: The Company's Quarterly Report for the quarterly period ended September 30, 2008 filed on Form 10-Q on November 10, 2008, indicates there were 14,256,628 shares of Common Stock outstanding as of November 3, 2008. In addition, the Company indicated in a Current Report on Form 8-K filed on November 28, 2008 that it issued an additional 21,310,549 shares of Common Stock in the Tender Offer. Therefore, based on the Company's total outstanding shares of Common Stock and the shares of Common Stock issuable upon the conversion of the New Notes (subject to the Blocker), (i) Highbridge International LLC beneficially owns 9.99% of the outstanding shares of Common Stock of the Company and (ii) each of Highbridge Capital Management LLC, Glenn Dubin and Henry Swieca may be deemed to beneficially own 9.99% of the outstanding shares of Common Stock of the Company. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 0 (ii) Shared power to vote or to direct the vote See Item 4(a) (iii) Sole power to dispose or to direct the disposition of 0 CUSIP No. 68812R303 13G Page 8 of 10 Pages (iv) Shared power to dispose or to direct the disposition of See Item 4(a) Item 5. Ownership of Five Percent or Less of a Class As of the date hereof Smithfield Fiduciary LLC no longer beneficially owns any shares of Common Stock of the Company and has ceased to be a Reporting Person with respect to the shares of Common Stock. Exhibits: Exhibit I: Joint Filing Agreement, dated as of December 2, 2008, by and among Highbridge International LLC, Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca. CUSIP No. 68812R303 13G Page 9 of 10 Pages SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: December 2, 2008 HIGHBRIDGE INTERNATIONAL LLC SMITHFIELD FIDUCIARY LLC By: Highbridge Capital Management, LLC By: Highbridge Capital Management, LLC its Trading Manager Its Trading Manager By: /s/ John Oliva By: /s/ John Oliva - ----------------------------- ----------------------------- Name: John Oliva Name: John Oliva Title: Managing Director Title: Managing Director HIGHBRIDGE CAPITAL MANAGEMENT, LLC /s/ Glenn Dubin ----------------------------- GLENN DUBIN By: /s/ John Oliva - ----------------------------- Name: John Oliva Title: Managing Director /s/ Henry Swieca - ----------------------------- HENRY SWIECA CUSIP No. 68812R303 13G Page 10 of 10 Pages EXHIBIT I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Shares, $0.10 par value, of Oscient Pharmaceuticals Corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated as of December 2, 2008 HIGHBRIDGE INTERNATIONAL LLC HIGHBRIDGE CAPITAL MANAGEMENT, LLC By: Highbridge Capital Management, LLC its Trading Manager By: /s/ John Oliva ------------------------------ By: /s/ John Oliva Name: John Oliva - ------------------------------ Title: Managing Director Name: John Oliva Title: Managing Director /s/ Henry Swieca /s/ Glenn Dubin - ------------------------------ ------------------------------ HENRY SWIECA GLENN DUBIN -----END PRIVACY-ENHANCED MESSAGE-----