-----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, Rz1WXLrOPr1+OR2wtXqvNYSYcpLqir+Nknruy2kH8ryU7By1R2K2fmuLnJXjko3b CBGChcu+5MvS3r0RdHeqIQ== 0001144204-09-006827.txt : 20090211 0001144204-09-006827.hdr.sgml : 20090211 20090211140954 ACCESSION NUMBER: 0001144204-09-006827 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090211 DATE AS OF CHANGE: 20090211 GROUP MEMBERS: SPHERA GLOBAL HEALTHCARE FUND 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: 09588972 BUSINESS ADDRESS: STREET 1: 1600 RIVEREDGE PARKWAY STREET 2: STE 800 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 7709800888 MAIL ADDRESS: STREET 1: 1600 RIVEREDGE PKWY STREET 2: STE 800 CITY: ATLANTA STATE: GA ZIP: 30328 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 v139585_sc13ga.txt 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, 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 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 7 Pages SCHEDULE 13G CUSIP No. 00088U108 Page 2 of 7 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. |_| 3 SEC Use Only 4 Citizenship or Place of Organization Cayman Islands 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 552,380 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) 5.59% 12 Type of Reporting Person (See Instructions) OO SCHEDULE 13G CUSIP No. 00088U108 Page 3 of 7 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. |_| 3 SEC Use Only 4 Citizenship or Place of Organization Cayman Islands 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 552,380 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) 5.59% 12 Type of Reporting Person (See Instructions) OO SCHEDULE 13G CUSIP No. 00088U108 Page 4 of 7 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. |_| 3 SEC Use Only 4 Citizenship or Place of Organization Israel 5 Sole Voting Power Number of 552,380 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 552,380 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 552,380 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) 5.59% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 00088U108 Page 5 of 7 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: 1600 RiverEdge Parkway, Suite 100, Atlanta, Georgia 30328-4696 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") 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. Item 2(b) Address of Principal Business Office or, if None, Residence: For Master Fund and Global Fund, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman KY1-1104 Cayman Islands. For Management, Platinum House, 21 Ha'arba'ah Street, Tel Aviv 64739 Israel. Item 2(c) Citizenship: 1) Cayman Islands 2) Cayman Islands 3) 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 Amount Beneficially Owned: 4(a) As of the Date of Event, each of the Reporting Persons may be deemed to be the beneficial owner of 552,380 Shares. Management, by virtue of the relationships described herein, may be deemed to beneficially own the Shares. Management disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest therein. SCHEDULE 13G CUSIP No. 00088U108 Page 6 of 7 Pages Item 4(b) Percent of Class: According to the Issuer's Form 10-Q filed on November 14, 2008, the number of Shares outstanding as of September 30, 2008 was 9,875,440. Each of the Reporting Persons may be deemed to be the beneficial owner of approximately 552,380 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 552,380 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 552,380 (iv) Shared power to dispose or to direct the disposition of 0 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. 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 7 of 7 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 11, 2009 SPHERA GLOBAL HEALTHCARE MASTER FUND By: /s/ Doron Breen ----------- Name: Doron Breen Title: Director Date: February 11, 2009 SPHERA GLOBAL HEALTHCARE FUND By: /s/ Doron Breen ----------- Name: Doron Breen Title: Director February 11, 2009 SPHERA GLOBAL HEALTHCARE MANAGEMENT, L.P. By: /s/ Doron Breen ----------- Name: Doron Breen Title: Authorized Signatory Date: February 11, 2009 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 11th day of February, 2009. 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 -----END PRIVACY-ENHANCED MESSAGE-----