-----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, Hto507B5ZSiwMLq1GN/rg2o3uXI1Pql25iyYJw6d0R8bcWa2/P29sxrBRrkG2Pzn 8X8J5FxdlNMw5pEPd6ZB0A== 0001193805-03-000395.txt : 20030528 0001193805-03-000395.hdr.sgml : 20030528 20030528161926 ACCESSION NUMBER: 0001193805-03-000395 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030523 FILED AS OF DATE: 20030528 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EDELMAN JOSEPH CENTRAL INDEX KEY: 0001164426 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-12943 FILM NUMBER: 03721829 MAIL ADDRESS: STREET 1: C/O FIRST NEW YORK SECURITIES, LLC STREET 2: 850 THIRD AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CYPRESS BIOSCIENCE INC CENTRAL INDEX KEY: 0000716054 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 222389839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4350 EXECUTIVE DRIVE,SUITE 325 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 2062989400 MAIL ADDRESS: STREET 1: 401 QUEEN ANNE AVE NORTH CITY: SEATTLE STATE: WA ZIP: 98109 FORMER COMPANY: FORMER CONFORMED NAME: IMRE CORP DATE OF NAME CHANGE: 19920703 4 1 e300404_ex.xml X0101 4 2003-05-23 0 0000716054 CYPRESS BIOSCIENCE INC CYPB 0001164426 EDELMAN JOSEPH 0 0 1 0 Common Stock, $0.02 par value 2003-05-23 4 S 0 100 3.75 D 6700 I FNYT Common Stock, $0.02 par value 2003-05-23 4 S 0 9900 3.75 D 1267663 I Master Fund These securities are held by Perceptive Life Sciences Master Fund Ltd.("Master Fund") of which Perceptive Advisors LLC ("Advisors") is the investment advisor. As investment advisor of Master Fund, Advisors has the sole power to vote and dispose of the securities held by Master Fund which power is exercisable by Joseph Edelman as the managing member of Advisors. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Master Fund is reported herein. Mr. Edelman and Advisors each disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, any beneficial ownership of any of the Issuer's securities that are held by Master Fund, except to the extent of its indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Edelman or Advisors is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. These securities are held in an account of First New York Trading, LLC ("FNYT"), of which account Mr. Edelman has sole voting and dispositive power. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held in the FNYT account is reported herein. Mr. Edelman disclaims Section 16 beneficial ownership over such securities except to the extent of his indirect pecuniary interest therein. In addition, neither Master Fund nor Advisors has any pecuniary interest in the securities that are held in the FNYT account. These transactions were effected by Master Fund. These transactions were effected through the FNYT Account. Joseph Edelman 2003-05-28 EX-99.1 3 ex99-1.txt JOINT FILER INFORMATION Joint Filer Information Names: Perceptive Life Sciences Master Fund Ltd. and Perceptive Advisors LLC IRS I.D. No.: 980338943 (Master Fund) 52-2291758 (Advisors) Address: c/o First New York Securities, LLC 850 Third Avenue, 8th Floor New York, New York 10022 Designated Filer: Joseph Edelman Issuer and Ticker Symbol: Cypress Bioscience, Inc. (CYPB) Date of Earliest Transaction: 5/23/03 The undersigned, Perceptive Life Sciences Master Fund Ltd. and Perceptive Advisors LLC are jointly filing the attached Initial Statement of Beneficial Ownership on Form 4 with Joseph Edelman with respect to the beneficial ownership of securities of Cypress Bioscience, Inc. PERCEPTIVE LIFE SCIENCES PERCEPTIVE ADVISORS LLC MASTER FUND LTD. By: Perceptive Advisors LLC, its investment advisor By: /s/ Joseph Edelman By: /s/ Joseph Edelman --------------------------------------- --------------------------- Name: Joseph Edelman Name: Joseph Edelman Title: Managing Member Title: Managing Member Page 3 of 3 -----END PRIVACY-ENHANCED MESSAGE-----