-----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, ItDdeSZy/TAdC0LFpeOHNTDIUDGnlw2OX143cIRGe7UvND5uDYZikN3xPZN0s/B+ Ib1nNwzScwS/NDyvHKazwQ== 0001104659-08-006879.txt : 20080204 0001104659-08-006879.hdr.sgml : 20080204 20080204154022 ACCESSION NUMBER: 0001104659-08-006879 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080204 DATE AS OF CHANGE: 20080204 GROUP MEMBERS: HEIGHTS CAPITAL MANAGEMENT, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DISCOVERY LABORATORIES INC /DE/ CENTRAL INDEX KEY: 0000946486 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943171943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52027 FILM NUMBER: 08572201 BUSINESS ADDRESS: STREET 1: 2600 KELLY ROAD STREET 2: SUITE 100 CITY: WARRINGTON STATE: PA ZIP: 18976 BUSINESS PHONE: 2154889300 MAIL ADDRESS: STREET 1: 2600 KELLY ROAD STREET 2: SUITE 100 CITY: WARRINGTON STATE: PA ZIP: 18976 FORMER COMPANY: FORMER CONFORMED NAME: ANSAN PHARMACEUTICALS INC DATE OF NAME CHANGE: 19961121 FORMER COMPANY: FORMER CONFORMED NAME: ANSAN INC DATE OF NAME CHANGE: 19950609 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL VENTURES INTERNATIONAL /E9/ CENTRAL INDEX KEY: 0001011712 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 401 CITY LINE AVENUE, SUITE 220 STREET 2: C/O BALA INTERNATIONAL INC CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 6106172700 MAIL ADDRESS: STREET 1: 1900 MARKET ST STREET 2: C/O ARBIT INC CITY: PDELPHIA STATE: PA ZIP: 19102 SC 13G/A 1 a08-4234_1sc13ga.htm SC 13G/A

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

 

(Amendment No. 2)*

 

 

DISCOVERY LABORATORIES, INC.

(Name of Issuer)

 

Common Stock, $.001 par value per share

(Title of Class of Securities)

 

254668106

(CUSIP Number)

 

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

 

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

o

Rule 13d-1(b)

x

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. 254668106

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Capital Ventures International

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
3,000,023 (1)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,000,023 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,023 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.4%

 

 

12.

Type of Reporting Person (See Instructions)
CO

(1)

Heights Capital Management, Inc. is the investment advisor to Capital Ventures International and, as such, may exercise voting and dispositive power over these shares.

 

 

2


 

CUSIP No. 254668106

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Heights Capital Management, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

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
3,000,023 (1)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,000,023 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,023 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.4% (2)

 

 

12.

Type of Reporting Person (See Instructions)
CO

(1)

Heights Capital Management, Inc. is the investment advisor to Capital Ventures International and, as such, may exercise voting and dispositive power over these shares.

 

 

 

3


 

Item 1.

 

(a)

Name of Issuer
Discovery Laboratories, Inc.  (the “Company”)

 

(b)

Address of Issuer’s Principal Executive Offices
2600 Kelly Road, Suite 100, Warrington, PA  18976

 

Item 2.

 

(a)

Name of Person Filing
(1) Capital Ventures International (a “Reporting Person”)

(2) Heights Capital Management, Inc. (a “Reporting Person”)

 

(b)

Address of Principal Business Office or, if none, Residence
(1) One Capitol Place, P.O. Box 1787 GT, Grand Cayman, Cayman Islands, B.W.I.

(2) 101 California Street, Suite 3250, San Francisco, California 94111

 

(c)

Citizenship
(1) Cayman Islands

(2) Delaware

 

(d)

Title of Class of Securities
Common Stock, $.001 par value per share, of the Company (“Common Stock”)

 

(e)

CUSIP Number
254668106

 

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)

o

An investment adviser 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 associations 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).

 

 

4


 

 

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.

 

The information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.  The amount each Reporting Person beneficially owns includes warrants to purchase 2,314,815 shares of Common Stock.  As of November 6, 2007, the Company had 86,590,393 shares of Common Stock outstanding (based on the Company’s Quarterly Report on Form 
10-Q for the quarterly period ended September 30, 2007).

 

Heights Capital Management, Inc., which serves as the investment manager to Capital Ventures International, may be deemed to be the beneficial owner of all Shares owned by Capital Ventures International.  Each Reporting Person hereby disclaims any beneficial ownership of any such Shares, except to the extent of any pecuniary interest therein.

 

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

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 or Control Person

 

Not applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable

 

Item 9.

Notice of Dissolution of Group

 

Not applicable

 

Item 10.

Certification

 

By signing below, I certify that, to the best of my 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.

 

Exhibits:

 

Exhibit I:  Joint Filing Agreement, dated as of November 30, 2006, by and among Capital Ventures International and Heights Capital Management, Inc.

 

 

 

5


 

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:

January 31, 2008

 

 

 

 

 

Capital Ventures International

 

 

 

 

 

 

By:  Heights Capital Management, Inc.,
pursuant to a Limited Power of Attorney, a copy
of which is filed as Exhibit A hereto.

 

 

 

 

 

 

By:

/s/ Todd Silverberg

 

 

 

 

 

Todd Silverberg, Secretary

 

 

 

 

 

 

 

 

 

 

 

 

Heights Capital Management, Inc.

 

 

 

 

 

 

 

 

By:

/s/ Todd Silverberg

 

 

 

 

 

Todd Silverberg, Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Limited Power of Attorney executed by Capital Ventures International, authorizing Heights Capital Management, Inc. to sign and file this Schedule 13G on its behalf, which was filed with the Schedule 13G filed with the Securities and Exchange Commission on December 1, 2006 by Capital Ventures International and Heights Capital Management, Inc. with respect to the common stock of Discovery Laboratories, Inc., is hereby incorporated by reference.

 

6


 

EXHIBIT I

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of Common Stock of Discovery Laboratories, Inc., dated  November 30, 2006, and any amendments thereto signed by each of the undersigned shall be filed on behalf of each of them pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934.

 

Date: November 30, 2006

Capital Ventures International

 

 

 

By:  Heights Capital Management, Inc.
pursuant to a Limited Power of Attorney, a
copy of which is filed as Exhibit A to the
Schedule 13G

 

 

 

By:

/s/ Todd Silverberg

 

 

 

Todd Silverberg, Secretary

 

 

Date:  November 30, 2006

Heights Capital Management, Inc.

 

 

 

By:

/s/ Todd Silverberg

 

 

 

Todd Silverberg, Secretary

 

 

 

 

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