0001013594-05-000171.txt : 20120629 0001013594-05-000171.hdr.sgml : 20120629 20050308160230 ACCESSION NUMBER: 0001013594-05-000171 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050308 DATE AS OF CHANGE: 20050308 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STAR SCIENTIFIC INC CENTRAL INDEX KEY: 0000776008 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 521402131 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-38497 FILM NUMBER: 05666930 BUSINESS ADDRESS: STREET 1: 801 LIBERTY WAY CITY: CHESTER STATE: VA ZIP: 23836 BUSINESS PHONE: 8048610681 MAIL ADDRESS: STREET 1: 801 LIBERTY WAY CITY: CHESTER STATE: VA ZIP: 23836 FORMER COMPANY: FORMER CONFORMED NAME: EYE TECHNOLOGY INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES LP CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: ELLIOTT ASSOCIATES LP STREET 2: 712 5TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 star13g-030805.txt MARCH 8, 2005 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Star Scientific, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 85517P 10 1 (CUSIP Number) February 28, 2005 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] 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 disclosures provided in a prior cover page. The information required on 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 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). 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott Associates, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 2,472,196 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 2,472,196 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,472,196 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.3% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott International, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,629,137 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,629,137 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,629,137 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.2% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott International Capital Advisors Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,629,137 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,629,137 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,629,137 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.2% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1(a). Name of Issuer: Star Scientific, Inc. ("Issuer") Item 1(b). Address of Issuer's Principal Executive Offices: 801 Liberty Way Chester, Virginia 23836 Item 2(a). Name of Persons Filing: The names of the persons filing this statement on Schedule 13G are: Elliott Associates, L.P. and its wholly-owned subsidiaries (collectively, "Elliott Associates"), Elliott International, L.P. ("Elliott International"), and Elliott International Capital Advisors Inc. ("International Advisors" and collectively with Elliott Associates and Elliott International, the "Reporting Persons"). Paul E. Singer ("Singer") and Elliott Capital Advisors, L.P. ("Capital Advisors"), which is controlled by Singer, are the general partners of Elliott. Hambledon, Inc. ("Hambledon") is the general partner of Elliott International. International Advisors is the investment manager for Elliott International. International Advisors expressly disclaims equitable ownership of and pecuniary interest in any Common Stock. Item 2(b). Address of Principal Business Office or, if None, Residence: The business address of Elliott Associates, International Advisors, Capital Advisors and Singer is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The business address of Elliott International and Hambledon is c/o HSBC Financial Services (Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman, Cayman Islands, British West Indies. Item 2(c). Citizenship: Each of Elliott Associates and Capital Advisors is a limited partnership formed under the laws of the State of Delaware. Elliott International is a limited partnership formed under the laws of the Cayman Islands, British West Indies. International Advisors is a corporation formed under the laws of the State of Delaware. Hambledon is a corporation formed under the laws of the Cayman Islands, British West Indies. Singer is a U.S. citizen. Item 2(d). Title of Class of Securities: Common Stock, par value $.0001 per share ("Common Stock"). Item 2(e). CUSIP Number: 85517P 10 1 Item 3. If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box [x] Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Elliott Associates beneficially owns 2,472,196 shares of Common Stock. Elliott International and International Advisors together beneficially own 1,629,137 shares of Common Stock. Elliott Associates, Elliott International and International Advisors together beneficially own an aggregate of 4,101,333 shares of Common Stock. (b) Percent of class: Elliott Associates' beneficial ownership of 2,472,196 shares of Common Stock constitutes 3.3% of all of the outstanding shares of Common Stock. Elliott International and International Advisors' aggregate beneficial ownership of 1,629,137 shares of Common Stock constitutes 2.2% of all of the outstanding shares of Common Stock. Elliott Associates, Elliott International and International Advisors' aggregate beneficial ownership of 4,101,333 shares of Common Stock constitutes 5.5% of all the outstanding shares of Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Elliott Associates has sole power to vote or direct the vote of 2,472,196 shares of Common Stock. (ii) Shared power to vote or to direct the vote Elliott International and International Advisors together have shared power to vote or direct the vote of 1,629,137 shares of Common Stock. (iii) Sole power to dispose or to direct the disposition of Elliott Associates has sole power to dispose or direct the disposition of 2,472,196 shares of Common Stock. (iv) Shared power to dispose or to direct the disposition of Elliott International and International Advisors together have shared power to dispose or direct the disposition of 1,629,137 shares of Common Stock. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. See Item 2(a) for the group of Reporting Persons in lieu of an Exhibit. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are 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. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: March 8, 2005 ELLIOTT ASSOCIATES, L.P. By: Elliott Capital Advisors, L.P., as General Partner By: Braxton Associates, Inc., as General Partner By: /s/ Elliot Greenberg -------------------- Elliot Greenberg Vice President ELLIOTT INTERNATIONAL, L.P. By: Elliott International Capital Advisors Inc., as Attorney-in-Fact By: /s/ Elliot Greenberg -------------------- Elliot Greenberg Vice President ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC. By: /s/ Elliot Greenberg -------------------- Elliot Greenberg Vice President EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Star Scientific, Inc. dated March 8, 2005 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: March 8, 2005 ELLIOTT ASSOCIATES, L.P. By: Elliott Capital Advisors, L.P., as General Partner By: Braxton Associates, Inc., as General Partner By: /s/ Elliot Greenberg -------------------- Elliot Greenberg Vice President ELLIOTT INTERNATIONAL, L.P. By: Elliott International Capital Advisors Inc., as Attorney-in-Fact By: /s/ Elliot Greenberg -------------------- Elliot Greenberg Vice President ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC. By: /s/ Elliot Greenberg -------------------- Elliot Greenberg Vice President