-----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, TyQ+7v+++S4wMLzsaPh5RL0uc8yONRtAhkws50m1JJUSURCHMCBauzYTnMX46j6h wmvO4sI0bI3KEinuhTxYGA== 0001362310-09-001929.txt : 20090213 0001362310-09-001929.hdr.sgml : 20090213 20090213102941 ACCESSION NUMBER: 0001362310-09-001929 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090213 DATE AS OF CHANGE: 20090213 GROUP MEMBERS: HOWARD GOLDEN GROUP MEMBERS: KEVIN WYMAN GROUP MEMBERS: SOUTHPAW ASSET MANAGEMENT LP GROUP MEMBERS: SOUTHPAW CREDIT OPPORTUNITY MASTER FUND LP GROUP MEMBERS: SOUTHPAW HOLDINGS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEOSE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000877902 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 133549286 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49977 FILM NUMBER: 09598858 BUSINESS ADDRESS: STREET 1: 102 ROCK RD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2159819000 MAIL ADDRESS: STREET 1: 102 ROCK ROAD CITY: HORSHAM STATE: PA ZIP: 19044 FORMER COMPANY: FORMER CONFORMED NAME: NEOSE PHARMACEUTICALS INC DATE OF NAME CHANGE: 19950817 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Southpaw Asset Management LP CENTRAL INDEX KEY: 0001361978 IRS NUMBER: 202641361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 203.862.6206 MAIL ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06831 SC 13G 1 c80636sc13g.htm SCHEDULE 13G Filed by Bowne Pure Compliance
     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Neose Technologies, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
640522108
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     þ Rule 13d-1(b)

     o Rule 13d-1(c)

     o Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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 (“Act”) 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).

 
 

 

                     
CUSIP No.
  
640522108 
  

 

           
1   NAMES OF REPORTING PERSONS
Southpaw Credit Opportunity Master Fund LP
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands
       
  5   SOLE VOTING POWER
     
NUMBER OF   4,825,764
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   4,825,764
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  4,825,764
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  8.9%**
     
12   TYPE OF REPORTING PERSON
   
  PN
**SEE ITEM 4(b).

2

 

                     
CUSIP No.
  
640522108 
  

 

           
1   NAMES OF REPORTING PERSONS
Southpaw Asset Management LP
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   5,293,769
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   5,293,769
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,293,769
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.7%**
     
12   TYPE OF REPORTING PERSON
   
  PN
**SEE ITEM 4(b).

3

 

                     
CUSIP No.
  
640522108 
  

 

           
1   NAMES OF REPORTING PERSONS
Southpaw Holdings LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   5,293,769
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   5,293,769
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,293,769
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.7%**
     
12   TYPE OF REPORTING PERSON
   
  OO
**SEE ITEM 4(b).

4

 

                     
CUSIP No.
  
640522108 
  

 

           
1   NAMES OF REPORTING PERSONS
Kevin Wyman
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   5,293,769
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   5,293,769
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,293,769
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.7%**
     
12   TYPE OF REPORTING PERSON
   
  IN
**SEE ITEM 4(b).

5

 

                     
CUSIP No.
  
640522108 
  

 

           
1   NAMES OF REPORTING PERSONS
Howard Golden
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   5,293,769
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   5,293,769
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,293,769
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.7%**
     
12   TYPE OF REPORTING PERSON
   
  IN
**SEE ITEM 4(b).

6

 

SCHEDULE 13G
This Schedule 13G (the “Schedule 13G”) relates to shares of common stock, $0.01 par value (“Common Stock”), of Neose Technologies, Inc., a Delaware corporation (the “Issuer”), and is being filed on behalf of (i) Southpaw Credit Opportunity Master Fund LP (“Fund ”), a Cayman Islands limited partnership, (ii) Southpaw Asset Management LP (“Southpaw Management”), a Delaware limited partnership, as the investment manager to Fund and certain managed accounts (the “Managed Accounts”), (iii) Southpaw Holdings LLC (“Southpaw Holdings”), a Delaware limited liability company, as the general partner of Southpaw Management, (iv) Kevin Wyman, a principal of Southpaw Holdings, and (v) Howard Golden, a principal of Southpaw Holdings (the persons mentioned in (ii) (iii), (iv) and (v) are referred to as the “Southpaw Management Group,” and together with the Fund, the “Reporting Persons”). All shares of Common Stock are held by the Fund and the Managed Accounts.
Item 1(a) Name of Issuer.
Neose Technologies, Inc.
Item 1(b) Address of Issuer’s Principal Executive Offices.
102 Rock Road
Horsham, PA 19044
Item 2(a) Name of Person Filing.
(i) Southpaw Credit Opportunity Master Fund LP (“Fund”), (ii) Southpaw Asset Management LP (“Southpaw Management”) (iii) Southpaw Holdings LLC (“Southpaw Holdings”) (iv) Kevin Wyman and (v) Howard Golden
Item 2(b) Address of Principal Business Office, or, if none, Residence.
Four Greenwich Office Park
Greenwich, CT 06831
Item 2(c) Citizenship or Place of Organization.
Fund is a Cayman Islands limited partnership. Southpaw Management is a Delaware limited partnership. Southpaw Holdings is a Delaware limited liability company. Mr. Wyman and Mr. Golden are United States citizens.
Item 2(d) Title of Class of Securities.
Common stock $0.01 par value (the “Common Stock”)

 

7

 

Item 2(e) CUSIP Number.
640522108
Item 3   
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  (a) o 
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
  (b) o 
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
  (c) o 
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
  (d) o 
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
  (e) þ 
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
 
  (f) o 
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
 
  (g) o 
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
  (h) o 
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
  (i) o 
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
 
  (j) o 
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4 Ownership.
  (a)  
The Fund may be deemed the beneficial owner of 4,825,764 shares of Common Stock it holds. The Southpaw Management Group may be deemed the beneficial owner of 5,293,769 shares of Common Stock held by Fund and the Managed Accounts.
 
  (b)  
The Fund may be deemed the beneficial owner of 8.9%, and the Southpaw Management Group may be deemed the beneficial owner of 9.7%, of the Issuer’s outstanding shares of Common Stock, which such percentages were calculated by dividing (i) 4,825,764 (the number of shares of Common Stock held by the Fund) and 5,293,769 (the number of shares of Common Stock held by the Fund and the Managed Accounts), respectively, by (ii) 54,473,919 shares of Common Stock outstanding as of November 7, 2008 as reported in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 10, 2008.
 
  (c)  
The Southpaw Management Group has the power to vote and dispose of the 5,293,769 shares of Common Stock held by Fund and the Managed Accounts. The Fund has the power to vote and dispose of the 4,825,764 shares of Common Stock it holds.

 

8

 

Item 5 Ownership of Five Percent or Less of a Class.
Inapplicable.
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Inapplicable.
Item 7   
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
Inapplicable.
Item 8 Identification and Classification of Members of the Group.
Inapplicable.
Item 9 Notice of Dissolution of Group.
Inapplicable.
Item 10 Certification.
By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits Exhibit 1
Joint Filing Agreement by and among the Reporting Persons.

 

9

 

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.
Date: February 13, 2009
         
  Southpaw Credit Opportunity Master Fund LP
 		  
  By:   Southpaw GP LLC, its general partner    
     
  By:   /s/ Howard Golden    
    Name:   Howard Golden   
    Title:   Managing Member   
 
  Southpaw Asset Management LP
 		  
  By:   Southpaw Holdings LLC, its general partner    
     
  By:   /s/ Howard Golden    
    Name:   Howard Golden   
    Title:   Managing Member   
 
  Southpaw Holdings LLC
 		  
  By:   /s/ Howard Golden    
    Name:   Howard Golden   
    Title:   Managing Member   
     
  /s/ Kevin Wyman    
  Kevin Wyman   
     
  /s/ Howard Golden    
  Howard Golden   

 

10

 

EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Neose Technologies, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 13, 2009.
         
  Southpaw Credit Opportunity Master Fund LP
 		  
  By:   Southpaw GP LLC, its general partner    
     
  By:   /s/ Howard Golden    
    Name:   Howard Golden   
    Title:   Managing Member   
     
  Southpaw Asset Management LP
 		  
  By:   Southpaw Holdings LLC, its general partner    
     
  By:   /s/ Howard Golden    
    Name:   Howard Golden   
    Title:   Managing Member   

 

11

 

         
  Southpaw Holdings LLC
 		  
  By:   /s/ Howard Golden    
    Name:   Howard Golden   
    Title:   Managing Member   
     
  /s/ Kevin Wyman    
  Kevin Wyman   
     
  /s/ Howard Golden    
  Howard Golden   

 

12

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