-----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, BkHRsDgPebNPy0BwPuH7swQhL/T3YfV4VUreLE/615m33iProBWxYJ2jgAHQjYZv BEJEgiONuOwb2EiEbp8cZA== 0001193805-10-000642.txt : 20100304 0001193805-10-000642.hdr.sgml : 20100304 20100304170603 ACCESSION NUMBER: 0001193805-10-000642 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100302 FILED AS OF DATE: 20100304 DATE AS OF CHANGE: 20100304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flynn James E CENTRAL INDEX KEY: 0001352546 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31564 FILM NUMBER: 10657922 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fibrocell Science, Inc. CENTRAL INDEX KEY: 0000357097 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 870458888 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 405 EAGLEVIEW BOULEVARD CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 484-713-6000 MAIL ADDRESS: STREET 1: 405 EAGLEVIEW BOULEVARD CITY: EXTON STATE: PA ZIP: 19341 FORMER COMPANY: FORMER CONFORMED NAME: ISOLAGEN INC DATE OF NAME CHANGE: 20020320 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN FINANCIAL HOLDING INC /DE DATE OF NAME CHANGE: 19960330 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN FINANCIAL HOLDING INC /CO DATE OF NAME CHANGE: 19921008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD CAPITAL LP CENTRAL INDEX KEY: 0001010823 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31564 FILM NUMBER: 10657920 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125511600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD CAPITAL LP ET AL DATE OF NAME CHANGE: 19960318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Special Situations Fund, L.P. CENTRAL INDEX KEY: 0001354395 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31564 FILM NUMBER: 10657919 BUSINESS ADDRESS: STREET 1: 780 3RD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 3RD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 3 1 e606561_ex.xml X0203 3 2010-03-02 0 0000357097 Fibrocell Science, Inc. FCSC 0001352546 Flynn James E 780 THIRD AVENUE 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Members of 10% Group 0001010823 DEERFIELD CAPITAL LP 780 THIRD AVENUE 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Members of 10% Group 0001354395 Deerfield Special Situations Fund, L.P. 780 3RD AVENUE 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Members of 10% Group Common Stock 708000 I Through Deerfield Special Situations Fund, L.P. Common Stock 1292000 I Through Deerfield Special Situations Fund International Limited Common Stock Warrants (right to buy) .98 2010-03-02 2015-03-02 Common Stock 708000 I Through Deerfield Special Situations Fund, L.P. Common Stock Warrants (right to buy) .98 2010-03-02 2015-03-02 Common Stock 1292000 I Through Deerfield Special Situations Fund International Limited This Form 3 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Capital, L.P. is the general partner of Deerfield Special Situations Fund, L.P. (the "Capital Fund"). James E. Flynn is the managing member of the general partner of Deerfield Capital, L.P. In accordance with Instruction 5(b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Capital Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Deerfield Management Company, L.P. is the investment manager of Deerfield Special Situations Fund International Limited (the "Management Fund"). James E. Flynn is the managing member of the general partner of Deerfield Management Company, L.P. In accordance with Instruction 5(b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Management Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Darren Levine, Attorney-in-Fact: Power of Attorney is attached hereto as exhibit 24 /s/ Darren Levine 2010-03-04 EX-24 2 e606561_ex24.htm Unassociated Document
Exhibit 24

Exhibit 24: POWER OF ATTORNEY

      Know all by these presents, each of the undersigned hereby constitutes and appoints Darren Levine, signing singly, the undersigned's true and lawful
attorney-in-fact to:

(1) execute for and on behalf of the undersigned (i) Forms 3, 4 and 5 (and all amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder and (ii) reports on Schedule 13G (and all amendments thereto) in accordance with Section 13 of the Exchange Act and the rules thereunder, in each case with respect to the beneficial ownership of securities by the undersigned;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 4 or 5 of Schedule 13G, complete and execute any amendment or amendments thereto, and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Exchange Act.

      This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, each the undersigned has caused this Power of Attorney to be executed as of this 24th day of January, 2007.

 
DEERFIELD CAPITAL, L.P.
     
By:
J.E. Flynn Capital LLC,
General Partner
  
     
By:
/s/ Darren Levine
  
 
Darren Levine, Authorized Signatory
  
     
     
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
     
By:
Deerfield Capital, L.P.
  
     
By:
J.E. Flynn Capital LLC,
General Partner
  
     
By:
/s/ Darren Levine
  
 
Darren Levine, Authorized Signatory
  
     
     
DEERFIELD MANAGEMENT COMPANY
     
By:
Flynn Management LLC
General Partner
  
     
By:
/s/ Darren Levine
  
 
Darren Levine, Authorized Signatory
  
     
     
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
     
By:
Deerfield Management Company
  
     
By:
Flynn Management LLC,
General Partner
  
     
By:
/s/ Darren Levine
  
 
Darren Levine, Authorized Signatory
  
     
     
JAMES E. FLYNN
     
/s/ Darren Levine
  
Darren Levine, Power of Attorney
  
 
 EX-99 3 e606561_ex99.htm Unassociated Document
Joint Filer Information
 
Names:   Deerfield Capital L.P., Deerfield Special Situations Fund, L.P., Deerfield Management Company, L.P. and Deerfield Special Situations Fund International Limited. 
   
Address: 
Deerfield Capital, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Management Company, L.P
780 Third Avenue, 37th Floor
New York, NY  10017
   
 
Deerfield Special Situations Fund International Limited:
c/o Bisys Management (B.V.I.) Limited
Bison Court, Columbus Centre, P.O. Box 3460
Road Town, Tortola
British Virgin Islands
   
Designated Filer:     James E. Flynn 
   
Issuer and Ticker Symbol:  Fibrocell Science, Inc. (FCSC) 
   
Date of Event Requiring Statement:            
March 2, 2010
 
The undersigned, Deerfield Capital, L.P., Deerfield Special Situations Fund, L.P., Deerfield Management Company, L.P and Deerfield Special Situations Fund International Limited are jointly filing the attached Initial Statement of Beneficial Ownership on Form 3 with James E. Flynn with respect to the beneficial ownership of securities of Hana Biosciences, Inc.

Signatures:
 
DEERFIELD CAPITAL, L.P.
     
By:
J.E. Flynn Capital LLC, General Partner
  
     
By:
/s/ Darren Levine
  
 
Darren Levine, Attorney-in-Fact
  
     
     
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
     
By:
Deerfield Capital, L.P., General Partner
  
     
By:
J.E. Flynn Capital LLC, General Partner
  
     
By:
/s/ Darren Levine
  
 
Darren Levine, Attorney-in-Fact
  
     
     
DEERFIELD MANAGEMENT COMPANY, L.P.
     
By:
Flynn Management LLC, General Partner
  
     
By:
/s/ Darren Levine
  
 
Darren Levine, Attorney-in-Fact
  
     
     
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
     
By:
Deerfield Management Company
  
     
By:
Flynn Management LLC, General Partner
  
     
By:
/s/ Darren Levine
  
 
Darren Levine, Attorney-in-Fact
  
 
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