Schedule 13G

-----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, KRmPLTVU/OcWyNnfwYIHKARaS16j/ssi/6U0s/h12VIvSJzorTkOHO69k1DOTznx jyHwnOlx0DvW5B1fpNqWRg== 0001193125-06-076431.txt : 20060410 0001193125-06-076431.hdr.sgml : 20060410 20060410092534 ACCESSION NUMBER: 0001193125-06-076431 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060410 DATE AS OF CHANGE: 20060410 GROUP MEMBERS: ATLAS GLOBAL INVESTMENTS II, LTD. GROUP MEMBERS: ATLAS GLOBAL INVESTMENTS, LTD. GROUP MEMBERS: ATLAS GLOBAL, LLC GROUP MEMBERS: ATLAS MASTER FUND, LTD GROUP MEMBERS: DMITRY BALYASNY GROUP MEMBERS: VISIUM BALANCED FUND, LP GROUP MEMBERS: VISIUM BALANCED LONG BIAS FUND, LTD. GROUP MEMBERS: VISIUM BALANCED OFFSHORE FUND, LTD. GROUP MEMBERS: VISIUM CAPITAL MANAGEMENT, LLC GROUP MEMBERS: VISIUM LONG BIAS FUND, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYPRESS BIOSCIENCE INC CENTRAL INDEX KEY: 0000716054 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 222389839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-35589 FILM NUMBER: 06749697 BUSINESS ADDRESS: STREET 1: 4350 EXECUTIVE DRIVE,SUITE 325 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8584522323 MAIL ADDRESS: STREET 1: 4350 EXECUTIVE DRIVE,SUITE 325 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: IMRE CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BALYASNY ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001218710 IRS NUMBER: 364472709 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 181 W MADISON STE 3600 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3124992999 MAIL ADDRESS: STREET 1: 181 W MADISON STE 3600 CITY: CHICAGO STATE: IL ZIP: 60602 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

CYPRESS BIOSCIENCE, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

232674507

(CUSIP Number)

April 4, 2006

(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 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).


CUSIP No. 232674507				Page 2 of 20 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Atlas Master Fund, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
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

		None
		6 SHARED VOTING POWER

		933,932 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		933,932 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	933,932 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	2.9%
12	TYPE OF REPORTING PERSON*

	CO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 232674507				Page 3 of 20 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Atlas Global, LLC
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

		None
		6 SHARED VOTING POWER

		933,932 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		933,932 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	933,932 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	2.9%
12	TYPE OF REPORTING PERSON*

	OO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 232674507				Page 4 of 20 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Atlas Global Investments, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
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

		None
		6 SHARED VOTING POWER

		933,932 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		933,932 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	933,932 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	2.9%
12	TYPE OF REPORTING PERSON*

	CO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 232674507				Page 5 of 20 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Atlas Global Investments II, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
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

		None
		6 SHARED VOTING POWER

		933,932 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		933,932 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	933,932 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	2.9%
12	TYPE OF REPORTING PERSON*

	CO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 232674507				Page 6 of 20 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Visium Balanced Fund, LP
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

		None
		6 SHARED VOTING POWER

		260,519 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		260,519 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	260,519 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	.81%
12	TYPE OF REPORTING PERSON*

	OO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 232674507				Page 7 of 20 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Visium Long Bias Fund, LP
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

		None
		6 SHARED VOTING POWER

		25,201 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		25,201 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	25,201 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	.07%
12	TYPE OF REPORTING PERSON*

	OO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 232674507				Page 8 of 20 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Visium Balanced Offshore Fund, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
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

		None
		6 SHARED VOTING POWER

		294,263 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		294,263 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	294,263 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	.92%
12	TYPE OF REPORTING PERSON*

	CO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 232674507				Page 9 of 20 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Visium Balanced Long Bias Fund, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
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

		None
		6 SHARED VOTING POWER

		124,585 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		124,585 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	124,585 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	.39%
12	TYPE OF REPORTING PERSON*

	CO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 232674507				Page 10 of 20 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Visium Capital Management, LLC
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

		None
		6 SHARED VOTING POWER

		704,568 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		704,568 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	704,568 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	2.19%
12	TYPE OF REPORTING PERSON*

	OO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 232674507				Page 11 of 20 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Balyasny Asset Management 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

		933,932 (See Item 4)
		6 SHARED VOTING POWER

		704,568 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		933,932 (See Item 4)
		8 SHARED DISPOSITIVE POWER

		704,568 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,638,500 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.12%
12	TYPE OF REPORTING PERSON*

	OO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 232674507				Page 12 of 20 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Dmitry Balyasny
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		1,638,500 (See Item 4)
		6 SHARED VOTING POWER

		704,568 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		1,638,500 (See Item 4)
		8 SHARED DISPOSITIVE POWER

		704,568 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,638,500 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.12%
12	TYPE OF REPORTING PERSON*

	IN

*	SEE INSTRUCTIONS BEFORE FILLING OUT.

Item 1

(a)

Name of Issuer:

Cypress Bioscience, Inc. (the “Company”)

(b)

Address of Issuer’s Principal Executive Offices:

4350 Executive Drive, Suite 325

San Diego, CA 92121

Item 2

(a) – (c)

This statement is filed on behalf of the following:

(1) Atlas Master Fund, Ltd., a Cayman Islands corporation (“AMF”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman Islands, British West Indies.

(2) Atlas Global, LLC, a Delaware limited liability company (“AG”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AG owns 16.82% of the equity interests in AMF.

(3) Atlas Global Investments, Ltd., a Cayman Islands corporation (“AGI1”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman Islands, British West Indies. AGI1 owns 74.72% of the equity interests in AMF.

(4) Atlas Global Investments II, Ltd., a Cayman Islands corporation (“AGI2”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman Islands, British West Indies. AGI2 owns 8.46% of the equity interests in AMF.

(5) Visium Balanced Fund, LP, a Delaware limited partnership (“VBF”), with its principal business office at c/o Balyasny Asset Management L.P., 650 Madison Avenue, New York, NY 10022.

(6) Visium Long Bias Fund, LP, a Delaware limited partnership (“VLBF”), with its principal business office at c/o Balyasny Asset Management L.P., 650 Madison Avenue, New York, NY 10022.

(7) Visium Balanced Fund Offshore, Ltd., a Cayman Islands corporation (“VBFO”), with its principal business office at c/o Morgan Stanley Fund Services (Cayman) Limited, P.O. Box 2681GT, Century yard, 4^th Floor, Cricket Square, Hutchins Drive, Grand Cayman, Cayman Islands, British West Indies.

(8) Visium Long Bias Fund Offshore, Ltd., a Cayman Islands corporation (“VLBFO”), with its principal business office at c/o Morgan Stanley Fund Services (Cayman) Limited, P.O. Box 2681GT, Century yard, 4^th Floor, Cricket Square, Hutchins Drive, Grand Cayman, Cayman Islands, British West Indies.

(9) Visium Capital Management, LLC, a Delaware limited liability company (“VCM”), with its principal business office at c/o Balyasny Asset Management L.P., 650 Madison Avenue, New York, NY 10022. VCM is the investment advisor to each of VBF, VLBF, VBFO and VLBFO.

(10) Balyasny Asset Management L.P., a Delaware limited partnership (“BAM”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. BAM is the sole managing member of AG, the investment advisor to each of AG, AGI1 and AGI2 and the investment subadvisor to each of VBF, VLBF, VBFO and VLBFO.

(11) Dmitry Balyasny, a United States citizen whose business address is 181 West Madison, Suite 3600, Chicago, IL 60602. Dmitry Balyasny is the sole managing member of the general partner of BAM.

(d)

Title of Class of Securities:

Common Stock, Par Value $0.001 Per Share

(e)

CUSIP Number:

232674507

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:

Not Applicable

Page 13 of 20 Pages


Item 4	Ownership:

	AMF

	(a)	Amount Beneficially Owned:

		933,932 shares

	(b)	Percent of Class:

		2.9%

	(c)	Number of Shares as to which person has:

		(i)	sole power to vote or to direct vote:

			933,932 shares

		(ii)	shared power to vote or to direct vote:

			None

		(iii)	sole power to dispose or direct disposition of:

			933,932 shares

		(iv)	shared power to dispose or to direct disposition of:

			None

	AG

	(a)	Amount Beneficially Owned:

		By virtue of its ownership of 16.82% of the equity interest in AMF, AG may be deemed to beneficially own the 933,932 shares of the Company’s Common Stock beneficially owned by AMF.

	(b)	Percent of Class:

		2.9%

	(c)	Number of Shares as to which person has:

		(i)	sole power to vote or to direct vote:

			None

		(ii)	shared power to vote or to direct vote:

			933,932 shares

		(iii)	sole power to dispose or direct disposition of:

			None

		(iv)	shared power to dispose or to direct disposition of:

			933,932 shares

Page 14 of 20 Pages


AGI1

(a)	Amount Beneficially Owned:

	By virtue of its ownership of 74.72% of the equity interest in AMF, AGI1 may be deemed to beneficially own the 933,932 shares of the Company’s Common Stock beneficially owned by AMF.

(b)	Percent of Class:

	2.9%

(c)	Number of Shares as to which person has:

	(i)	sole power to vote or to direct vote:

		None

	(ii)	shared power to vote or to direct vote:

		933,932 shares

	(iii)	sole power to dispose or direct disposition of:

		None

	(iv)	shared power to dispose or to direct disposition of:

		933,932 shares

AGI2

(a)	Amount Beneficially Owned:

	By virtue of its ownership of 8.46% of the equity interest in AMF, AGI2 may be deemed to beneficially own the 933,932 shares of the Company’s Common Stock beneficially owned by AMF.

(b)	Percent of Class:

	2.9%

(c)	Number of Shares as to which person has:

	(i)	sole power to vote or to direct vote:

		None

	(ii)	shared power to vote or to direct vote:

		933,932 shares

	(iii)	sole power to dispose or direct disposition of:

		None

	(iv)	shared power to dispose or to direct disposition of:

		933,932 shares

Page 15 of 20 Pages


VBF

(a)	Amount Beneficially Owned:

	260,519 shares

(b)	Percent of Class:

	.81%

(c)	Number of Shares as to which person has:

	(i)	sole power to vote or to direct vote:

		None

	(ii)	shared power to vote or to direct vote:

		260,519 shares

	(iii)	sole power to dispose or direct disposition of:

		None

	(iv)	shared power to dispose or to direct disposition of:

		260,519 shares

VLBF

(a)	Amount Beneficially Owned:

	25,201 shares

(b)	Percent of Class:

	.07%

(c)	Number of Shares as to which person has:

	(i)	sole power to vote or to direct vote:

		None

	(ii)	shared power to vote or to direct vote:

		25,201 shares

	(iii)	sole power to dispose or direct disposition of:

		None

	(iv)	shared power to dispose or to direct disposition of:

		25,201 shares

Page 16 of 20 Pages


VBFO

(a)	Amount Beneficially Owned:

	294,263 shares

(b)	Percent of Class:

	.92%

(c)	Number of Shares as to which person has:

	(i)	sole power to vote or to direct vote:

		None

	(ii)	shared power to vote or to direct vote:

		294,263 shares

	(iii)	sole power to dispose or direct disposition of:

		None

	(iv)	shared power to dispose or to direct disposition of:

		294,263 shares

VLBFO

(a)	Amount Beneficially Owned:

	124,585 shares

(b)	Percent of Class:

	.39%

(c)	Number of Shares as to which person has:

	(i)	sole power to vote or to direct vote:

		None

	(ii)	shared power to vote or to direct vote:

		124,585 shares

	(iii)	sole power to dispose or direct disposition of:

		None

	(iv)	shared power to dispose or to direct disposition of:

		124,585 shares

Page 17 of 20 Pages


VCM

(a)	Amount Beneficially Owned:

	By virtue of its position as investment advisor to each of VBF, VLBF, VBFO and VLBFO, VCM may be deemed to beneficially own the 704,568 shares of the Company’s Common Stock beneficially owned by VBF, VLBF, VBFO and VLBFO.

(b)	Percent of Class:

	2.19%

(c)	Number of Shares as to which person has:

	(i)	sole power to vote or to direct vote:

		None

	(ii)	shared power to vote or to direct vote:

		704,568 shares

	(iii)	sole power to dispose or direct disposition of:

		None

	(iv)	shared power to dispose or to direct disposition of:

		704,568 shares

BAM

(a)	Amount Beneficially Owned:

	By virtue of its position as investment advisor to each of AG, AGI1 and AGI2 and its role as sole managing member of AG, BAM may be deemed to beneficially own the 933,932 shares of the Company’s Common Stock beneficially owned by AG, AGI1 and AGI2. By virtue of its position as investment subadvisor to each of VFB, VLBF, VBFO and VLBFO, BAM may be deemed to beneficially own the 704,568 shares of the Company’s Common Stock beneficially owned by VFB, VLBF, VBFO and VLBFO.

(b)	Percent of Class:

	5.12%

(c)	Number of Shares as to which person has:

	(i)	sole power to vote or to direct vote:

		933,932 shares

	(ii)	shared power to vote or to direct vote:

		704,568 shares

	(iii)	sole power to dispose or direct disposition of:

		933,932 shares

	(iv)	shared power to dispose or to direct disposition of:

		704,568 shares

Page 18 of 20 Pages


	Dmitry Balyasny

	(a)	Amount Beneficially Owned:

		By virtue of his position as the sole managing member of the general partner of BAM, Mr. Balyasny may be deemed to beneficially own the 1,638,500 shares of the Company’s Common Stock beneficially owned by BAM.

	(b)	Percent of Class:

		5.12%

	(c)	Number of Shares as to which person has:

		(i)	sole power to vote or to direct vote:

			933,932 shares

		(ii)	shared power to vote or to direct vote:

			704,568 shares

		(iii)	sole power to dispose or direct disposition of:

			933,932 shares

		(iv)	shared power to dispose or to direct disposition of:

			704,568 shares

Item 5	Ownership of Five Percent or Less of a Class:

	Not Applicable

Item 6	Ownership of More than Five Percent on Behalf of Another Person:

	Not Applicable

Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

	Not Applicable

Item 8	Identification and Classification of Members of the Group:

	Not Applicable

Item 9	Notice of Dissolution of Group:

	Not Applicable

Item 10	Certification:

	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.

Page 19 of 20 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.

Date: April 7, 2006.


ATLAS MASTER FUND, LTD.		VISIUM LONG BIAS FUND, LP

By:	/s/ Scott Shroeder	By:	/s/ Scott Shroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

ATLAS GLOBAL, LLC		VISIUM BALANCED FUND OFFSHORE, LTD.

By:	/s/ Scott Shroeder	By:	/s/ Scott Shroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

ATLAS GLOBAL INVESTMENTS, LTD.		VISIUM LONG BIAS FUND OFFSHORE, LTD.

By:	/s/ Scott Shroeder	By:	/s/ Scott Shroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

ATLAS GLOBAL INVESTMENTS II, LTD.		VISIUM CAPITAL MANAGEMENT, LLC

By:	/s/ Scott Shroeder	By:	/s/ Scott Shroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

VISIUM BALANCED FUND, LP		BALYASNY ASSET MANAGEMENT L.P.

By:	/s/ Scott Shroeder	By:	/s/ Scott Shroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

		DMITRY BALYASNY

		By:	/s/ Scott Shroeder
			Scott Schroeder
			Authorized Representative and Executive Officer
			Managing Director of Finance and General Counsel

Page 20 of 20 Pages

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