-----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, PCc287yYrp2OSDDYzE67EWR2AiVwrG9ytoKYf/d4MZovUq52HnaKn9AXnClzRQ+G /tYTRZvpNd23cLS1Isw2CA== 0000902664-08-003306.txt : 20081128 0000902664-08-003306.hdr.sgml : 20081127 20081128135702 ACCESSION NUMBER: 0000902664-08-003306 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081125 FILED AS OF DATE: 20081128 DATE AS OF CHANGE: 20081128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dubin Glenn CENTRAL INDEX KEY: 0001308597 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10824 FILM NUMBER: 081220211 BUSINESS ADDRESS: BUSINESS PHONE: 212-287-4900 MAIL ADDRESS: STREET 1: C/O HIGHBRIDGE CAPITAL MANAGEMENT, LLC STREET 2: 9 WEST 57TH STREET, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Swieca Henry CENTRAL INDEX KEY: 0001308598 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10824 FILM NUMBER: 081220210 BUSINESS ADDRESS: BUSINESS PHONE: 212-287-4900 MAIL ADDRESS: STREET 1: C/O HIGHBRIDGE CAPITAL MANAGEMENT, LLC STREET 2: 9 WEST 57TH STREET, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIGHBRIDGE CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000919185 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10824 FILM NUMBER: 081220213 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122874900 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: HIGHBRIDGE CAPITAL MANAGEMENT INC /NY DATE OF NAME CHANGE: 19980610 FORMER NAME: FORMER CONFORMED NAME: DUBIN & SWIECA ASSET MANAGEMENT INC DATE OF NAME CHANGE: 19950817 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highbridge International LLC CENTRAL INDEX KEY: 0001308315 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10824 FILM NUMBER: 081220212 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 4 1 p08-1661form4_ex.xml X0303 4 2008-11-25 1 0000356830 OSCIENT PHARMACEUTICALS CORP OSCI 0000919185 HIGHBRIDGE CAPITAL MANAGEMENT LLC 9 WEST 57TH STREET 27TH FLOOR NEW YORK NY 10019 0 0 1 0 0001308315 Highbridge International LLC THE CAYMAN CORPORATE CENTRE, 4TH FLOOR 27 HOSPITAL ROAD GEOGE TOWN, GRAND CAYMAN E9 CAYMAN ISLANDS 0 0 1 0 0001308597 Dubin Glenn C/O HIGHBRIDGE CAPITAL MANAGEMENT, LLC 9 WEST 57TH STREET, 27TH FLOOR NEW YORK NY 10019 0 0 1 0 0001308598 Swieca Henry C/O HIGHBRIDGE CAPITAL MANAGEMENT, LLC 9 WEST 57TH STREET, 27TH FLOOR NEW YORK NY 10019 0 0 1 0 3.50% Convertible Senior Notes 13.50 2008-11-25 4 J 0 23097000 D 2007-05-01 2011-04-14 Common Stock 1710889 0 I See footnote The issuer consummated a tender offer on November 25, 2008 to exchange each $1,000 principal amount of 3.50% Convertible Senior Notes (the "Existing Notes") that is tendered for (i) $400 principal amount of 12.50% Convertible Guaranteed Senior Notes (the "New Notes") and (ii) 100 shares of common stock par value $0.10 per share, of the issuer (the "Common Stock"). Highbridge International LLC tendered $23,097,000 principal amount of Existing Notes and received in exchange therefor from the issuer $9,238,800 principal amount of New Notes and 2,309,700 shares of Common Stock. Pursuant to an agreement by and between the issuer and Highbridge International LLC effective as of the receipt of the New Notes, Highbridge International LLC cannot convert any of the New Notes until such time as the Reporting Owners would not beneficially own, after any such conversion, more than 9.99% of the outstanding shares of Common Stock (the "Blocker"). Following the consummation of the tender offer, the Reporting Owners no longer beneficially own 10% of the issuer's shares of Common Stock. Highbridge International LLC beneficially owned $23,097,000 principal amount of the Existing Notes. 1,710,889 shares of Common Stock were issuable to Highbridge International LLC upon conversion of the Existing Notes. 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. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock to the extent such beneficial ownership exceeds such Reporting Person's pecuniary interest. ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). HIGHBRIDGE CAPITAL MANAGEMENT, LLC By: /s/ John Oliva, Managing Director 2008-11-28 EX-99 2 p08-1661joint_filer.txt JOINT FILER INFORMATION Joint Filer Information Name: Highbridge International LLC Address: The Cayman Corporate Centre, 4th Floor 27 Hospital Road George Town, Grand Cayman Cayman Islands, British West Indies Designated Filer: Highbridge Capital Management, LLC Issuer: Oscient Pharmaceuticals Corporation Date of Event Requiring Statement: November 25, 2008 Signature: HIGHBRIDGE INTERNATIONAL LLC By: Highbridge Capital Management, LLC its Trading Manager By: /s/ John Oliva ----------------------------- Name: John Oliva Title: Managing Director Joint Filer Information Name: Glenn Dubin Address: c/o Highbridge Capital Management, LLC 9 West 57th Street, 27th Floor New York, New York 10019 Designated Filer: Highbridge Capital Management, LLC Issuer: Oscient Pharmaceuticals Corporation Date of Event Requiring Statement: November 25, 2008 Signature: /s/ Glenn Dubin ---------------------------- GLENN DUBIN Joint Filer Information Name: Henry Swieca Address: c/o Highbridge Capital Management, LLC 9 West 57th Street, 27th Floor New York, New York 10019 Designated Filer: Highbridge Capital Management, LLC Issuer: Oscient Pharmaceuticals Corporation Date of Event Requiring Statement: November 25, 2008 Signature: /s/ Henry Swieca ---------------------------- HENRY SWIECA -----END PRIVACY-ENHANCED MESSAGE-----