-----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, PogEmwpSu7QIgXayoG68tLUsvlw/sBXxUwHfLVuSDUtd41qPYhZ8ej6X1Z8TbF/q JcORBV6w4FVTW6JN/nA9yQ== 0001013594-09-001266.txt : 20090622 0001013594-09-001266.hdr.sgml : 20090622 20090622170734 ACCESSION NUMBER: 0001013594-09-001266 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090622 DATE AS OF CHANGE: 20090622 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CURAGEN CORP CENTRAL INDEX KEY: 0001030653 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 061331400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53811 FILM NUMBER: 09903831 BUSINESS ADDRESS: STREET 1: 322 EAST MAIN STREET CITY: BRANFORD STATE: CT ZIP: 06405 BUSINESS PHONE: 203 481 1104 MAIL ADDRESS: STREET 1: 322 EAST MAIN STREET CITY: BRANFORD STATE: CT ZIP: 06405 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DellaCamera Capital Management, LLC CENTRAL INDEX KEY: 0001391052 IRS NUMBER: 061757281 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 461 FIFTH AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 808-3590 MAIL ADDRESS: STREET 1: 461 FIFTH AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 curagen13da-062209.htm JUNE 22, 2009

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

CuraGen Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

23126R101

(CUSIP Number)

Stephen M. Schultz, Esq.

Kleinberg, Kaplan, Wolff & Cohen, P.C.

551 Fifth Avenue, New York, New York 10176

Tel: (212) 986-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

  June 18, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box (.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*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 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 13D

CUSIP No. 23126R101

 

 

 

1

NAME OF REPORTING PERSON

DellaCamera Capital Master Fund, Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b)

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH

7

SOLE VOTING POWER

            0

8

SHARED VOTING POWER

           2,562,546

9

SOLE DISPOSITIVE POWER

            0

10

SHARED DISPOSITIVE POWER

           2,562,546

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                2,562,546

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                4.5%

14

TYPE OF REPORTING PERSON

                CO

 

 


 

 

1

NAME OF REPORTING PERSON

DellaCamera Capital Fund, Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b)

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH

7

SOLE VOTING POWER

            0

8

SHARED VOTING POWER

           2,562,546

9

SOLE DISPOSITIVE POWER

            0

10

SHARED DISPOSITIVE POWER

           2,562,546

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                2,562,546

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                4.5%

14

TYPE OF REPORTING PERSON

CO

 

 


 

 

1

NAME OF REPORTING PERSON

DellaCamera Capital Management, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b)

3

SEC USE ONLY

4

SOURCE OF FUNDS


                AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION


                Delaware

NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH

7

SOLE VOTING POWER

            0

8

SHARED VOTING POWER

           2,562,546

9

SOLE DISPOSITIVE POWER

            0

10

SHARED DISPOSITIVE POWER
           
           2,562,546

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                2,562,546

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                4.5%

14

TYPE OF REPORTING PERSON

00

 

 


 

 

1

NAME OF REPORTING PERSON

Ralph DellaCamera, Jr.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b)

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH

7

SOLE VOTING POWER

            0

8

SHARED VOTING POWER

           2,562,546

9

SOLE DISPOSITIVE POWER

            0

10

SHARED DISPOSITIVE POWER
           
           2,562,546

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                2,562,546

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                4.5%

14

TYPE OF REPORTING PERSON

IN, HC

 

 


 

 

1

NAME OF REPORTING PERSON


                Andrew Kurtz

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b)

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH

7

SOLE VOTING POWER

            0

8

SHARED VOTING POWER

           2,562,546

9

SOLE DISPOSITIVE POWER

            0

10

SHARED DISPOSITIVE POWER
           
           2,562,546

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                2,562,546

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                4.5%

14

TYPE OF REPORTING PERSON

IN, HC

 

 


 

 

1

NAME OF REPORTING PERSON


                Vincent Spinnato

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b)

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH

7

SOLE VOTING POWER

            0

8

SHARED VOTING POWER

           2,562,546

9

SOLE DISPOSITIVE POWER

            0

10

SHARED DISPOSITIVE POWER
           
           2,562,546

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                2,562,546

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                4.5%

14

TYPE OF REPORTING PERSON

IN, HC

 

 


 

 

This statement is filed with respect to the shares of the common stock, $0.01 par value (the “Common Stock”), of CuraGen Corporation (the “Issuer”), beneficially owned by the Reporting Persons (as defined below) as of June 21, 2009 and amends and supplements the Schedule 13D filed originally on January 15, 2009, as previously amended (collectively, the “Schedule 13D”). Except as set forth herein, the Schedule 13D is unmodified.

The names of the persons filing this statement on Schedule 13D are: DellaCamera Capital Master Fund, Ltd., a Cayman Islands exempted company (the “Master Fund”), DellaCamera Capital Fund, Ltd., a Cayman Islands exempted company (the “Offshore Fund”), DellaCamera Capital Management, LLC, a Delaware limited liability company (“DCM” and, collectively with the Master Fund and the Offshore Fund, the “Fund”), Ralph DellaCamera, Jr., a citizen of the United States (“Mr. DellaCamera”), Andrew Kurtz, a citizen of the United States (“Mr. Kurtz”) and Vincent Spinnato, a citizen of the United States (“Mr. Spinnato”) (together, the “Reporting Persons”). DCM is the Investment Manager of the Master Fund. Messrs. DellaCamera, Kurtz and Spinnato are the controlling persons of DCM.

Item 3. Source and Amount of Funds or Other Consideration

The Master Fund acquired the securities reported herein at an aggregate cost of $1,555,181 (including commissions). The funds used to purchase these securities were obtained from the general working capital of the Master Fund and margin account borrowings made in the ordinary course of business, although the Master Fund cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D has been supplemented by adding the following:

The Master Fund decided not to nominate candidates for election to the Issuer’s Board of Directors at the Issuer’s 2009 annual meeting of stockholders.

Item 5. Interest in Securities of the Issuer

(a). The Reporting Persons as a group beneficially own 2,562,546 shares of Common Stock, representing 4.5% of the outstanding shares of Common Stock.

(b). None of the Reporting Persons has sole power to vote or to direct the vote or sole power to dispose or to direct the disposition of the shares of Common Stock beneficially owned by them.

Each of the Reporting Persons has shared power to vote and to direct the vote and shared power to dispose and to direct the disposition of the 2,562,546 shares of Common Stock beneficially owned by them.

(c). A list of the transactions in the Issuer’s Common Stock that were effected by the Reporting Persons during the past sixty days is attached hereto as Appendix I.

(e) The Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding Common Stock on June 19, 2009.

 


 

 

Item 7. Material to Be Filed as Exhibits

The following documents are filed as exhibits:

Appendix I: List of the transactions in the Issuer’s Common Stock that were effected by the Reporting Persons during the past sixty days.

Appendix II: Joint Filing Agreement (previously filed).

Appendix III: Instruction C Person Information (previously filed).

Appendix IV: Solicitation Notice from the DellaCamera Master Fund to the Issuer dated March 3, 2009 (previously filed).

 


 

 

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.

Dated: June 22, 2009

DELLACAMERA CAPITAL MASTER FUND, LTD.

 

By:  /s/  Andrew Kurtz

Andrew Kurtz, Director

 

 

DELLACAMERA CAPITAL FUND, LTD.

 

By:  /s/  Andrew Kurtz

Andrew Kurtz, Director

 

 

DELLACAMERA CAPITAL MANAGEMENT, LLC

 

By:  /s/  Ralph DellaCamera, Jr.

Ralph DellaCamera, Jr., Managing Member

 

 

/s/  Ralph DellaCamera, Jr.

Ralph DellaCamera, Jr.

 

 

/s/  Andrew Kurtz

Andrew Kurtz

 

 

/s/  Vincent Spinnato

Vincent Spinnato

 

 

 

 


 

 

APPENDIX I

TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS

Transactions Effected by DellaCamera Capital Master Fund, Ltd. in Common Stock

Date of transaction

Amount of securities

Bought/

(Sold)

Price per share or unit (excluding commissions)

Where and how the transaction was effected

6/01/09               

(258,300)

$1.44

Open Market

6/05/09             

(48,359)

$1.40

Open Market

6/08/09            

(2,400)

$1.40

Open Market

6/09/09        

(20,950)

$1.40

Open Market

6/10/09              

(3,991)

$1.40

Open Market

6/16/09               

(3,500)

$1.35

Open Market

6/17/09              

(150,000)

$1.36

Open Market

6/18/09               

(250,000)

$1.42

Open Market

6/18/09             

(375,000)

$1.41

Open Market

6/19/09              

(200,000)

$1.41

Open Market

6/19/09               

(100,000)

$1.42

Open Market

 

 

 

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