-----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, Kbubdf4gxS4yl26YEdlnomrt5z2QNsbvfJNwbCI260IuzJQog/MAdHofRRKBczZ0 XvZJQjexAeLgg9wiERoALA== 0000905148-08-005342.txt : 20081223 0000905148-08-005342.hdr.sgml : 20081223 20081223200653 ACCESSION NUMBER: 0000905148-08-005342 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081125 FILED AS OF DATE: 20081223 DATE AS OF CHANGE: 20081223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Michael Kao CENTRAL INDEX KEY: 0001452251 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10824 FILM NUMBER: 081268695 BUSINESS ADDRESS: BUSINESS PHONE: 818-883-8270 MAIL ADDRESS: STREET 1: 21700 OXNARD STREET STREET 2: SUITE 1520 CITY: WOODLAND HILLS STATE: CA ZIP: 91367-7584 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: AKANTHOS ARBITRAGE MASTER FUND LP CENTRAL INDEX KEY: 0001218962 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10824 FILM NUMBER: 081268696 BUSINESS ADDRESS: STREET 1: C/O HUNTLAW CORP SERVICES LTD STREET 2: PO BOX 1350GT 75 FORT ST. CITY: GEORGE TOWN GRAND CAYMAN STATE: C8 ZIP: 91367-7584 BUSINESS PHONE: 8184565220 MAIL ADDRESS: STREET 1: C/O APPLEBY TRUST (CAYMAN) LTD. STREET 2: CLIFTON HOUSE,75 FORT ST., P.O. BOX 1350 CITY: GRAND CAYMAN KY1-1108 STATE: E9 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AKANTHOS CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001218957 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10824 FILM NUMBER: 081268697 BUSINESS ADDRESS: STREET 1: 21700 OXNARD ST STREET 2: SUITE 1520 CITY: WOODLAND HILLS STATE: CA ZIP: 91367-7584 BUSINESS PHONE: 8188838270 MAIL ADDRESS: STREET 1: 21700 OXNARD ST STREET 2: SUITE 1520 CITY: WOODLAND HILLS STATE: CA ZIP: 91367-7584 4 1 efc8-1696_ex.xml X0303 4 2008-11-25 1 0000356830 OSCIENT PHARMACEUTICALS CORP OSCI 0001218957 AKANTHOS CAPITAL MANAGEMENT LLC 21700 OXNARD ST SUITE 1520 WOODLAND HILLS CA 91367-7584 0 0 1 0 0001218962 AKANTHOS ARBITRAGE MASTER FUND LP C/O APPLEBY TRUST (CAYMAN) LTD. CLIFTON HOUSE,75 FORT ST., P.O. BOX 1350 GRAND CAYMAN KY1-1108 E9 00000 CAYMAN ISLANDS 0 0 1 0 0001452251 Michael Kao 21700 OXNARD STREET SUITE 1520 WOODLAND HILLS CA 91367-7584 0 0 1 0 12.50% Convertible Guaranteed Senior Notes Due 2011 1.10 2008-12-19 4 J 0 0 0 D COMMON STOCK 4532787 7160000 I See Footnotess This statement is filed by and on behalf of each of Akanthos Capital Management, LLC ("ACM"), Akanthos Arbitrage Master Fund, L.P. ("AAMF"), and Michael Kao ("Mr. Kao"). ACM acts as the investment adviser and general partner to, and manages investment and trading accounts of, other persons, including AAMF. ACM may be deemed, through investment advisory contracts or otherwise, to beneficially own securities owned by other persons, including AAMF. Mr. Kao is the Manager of ACM and may be deemed to beneficially own securities owned by ACM. On December 15, 2008, AAMF and ACM reported ownership in excess of 10% due to an exchange offer (the "Exchange") made by the issuer in which AAMF participated. (Mr. Kao was added as a reporting person through an amendment to the original Form 3, dated December 17, 2008.) All Shares (as defined below) beneficially owned by ACM and Mr. Kao are held by AAMF. On December 15, 2008, the reporting persons reported ownership of 8,299,091 shares of common stock, par value $.10 per share ("Shares"), of the issuer, consisting of: (A) 1,790,000 Shares; and (B) $7,160,000 worth of 12.50% Convertible Guaranteed Senior Notes due 2011 (the "Notes"), convertible at $1.10 per share into 6,509,091 Shares. Pursuant to an agreement by and between the issuer and AAMF effective as of December 19, 2008 (the "Blocking Agreement"), AAMF may not convert any of the Notes to the extent that AAMF would beneficially own, after any such conversion, more than 9.9% of the issuer's outstanding Shares. The Blocking Agreement had the immediate effect of restricting AAMF's use of the conversion feature of the Notes with respect to 4,532,787 Shares. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. The Notes are immediately convertible into Shares. The Notes mature on January 15, 2011, unless earlier converted or repurchased. The initial conversion rate of the Notes is 909.0909 Shares per $1,000 principal amount of Notes (equal to a conversion price of approximately $1.10 per Share). AAMF currently owns $7,160,000 worth of Notes, which, absent the Blocking Agreement, would be convertible at $1.10 per share into 6,509,091 Shares. The Blocking Agreement prohibits conversion of the Notes to the extent that AAMF would beneficially own, after any such conversion, more than 9.9% of the issuer's outstanding Shares. As of the date hereof, the Blocking Agreement would permit conversion of the Notes into 1,976,304 Shares. Adding such 1,976,304 Shares to the 1,790,000 Shares currently held by AAMF would result in total ownership of 3,766,304 Shares. As per the information provided by the Issuer: (i) in its Prospectus dated November 24, 2008, prior to the Exchange, on November 3, 2008, the Issuer had 14,256,628 Shares outstanding; and (ii) in its Form 8-K dated November 24, 2008, 21,310,549 Shares were issued in the Exchange and 500,000 Shares were issued to Paul Royalty Fund Holdings II pursuant to that certain First Amendment to the Revenue Interests Assisgnment Agreement. Therefore, as of November 24, 2008, outstanding shares of the Issuer totaled 36,067,177 ("Current Shares Outstanding"). The number of Shares of which AAMF (and, therefore, ACM and Mr. Kao) may be deemed to be the beneficial owner constitutes approximatelly 9.9% of the total number of Shares outstanding (i.e., 3,766,304 divided by 38,043,481 total Shares outstanding which total is the sum of (A) the Current Shares Outstanding plus (B) the 1,976,304 Shares attributable to the Notes). By: /s/ Michael Kao, Manager, Akanthos Capital Management, LLC, general partner to Akanthos Arbitrage Master Fund, L.P. 2008-12-23 By: /s/ Michael Kao, Manager, Akanthos Capital Management, LLC 2008-12-23 By: /s/ Michael Kao, an individual 2008-12-23 -----END PRIVACY-ENHANCED MESSAGE-----