SEC Info - Orbimed Advisers Inc/CT - ‘SC 13G/A’ on 7/3/01 re: Discovery Laboratories Inc/DE

SEC Info℠

Home

My Interests

Help

Please Sign In

We’re going down soon, to move to a new Data Center today. We’ll be up ASAP. Sorry.

Orbimed Advisers Inc/CT – ‘SC 13G/A’ on 7/3/01 re: Discovery Laboratories Inc/DE – EX-3.1

On: Tuesday, 7/3/01, at 2:40pm ET · Accession #: 947871-1-500294 · File #: 5-52027

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/03/01  Orbimed Advisers Inc/CT           SC 13G/A               4:27K  Discovery Laboratories Inc/DE     Shearman & Sterl… LLP/FA

Amendment to Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Beneficial Ownership         3     13K 
 2: EX-1.1      Joint Filing Agreement                                 1      6K 
 3: EX-2.1      Statement of Control Person                            1      4K 
 4: EX-3.1      Articles of Incorporation/Organization or By-Laws      9     37K

EX-3.1 — Articles of Incorporation/Organization or By-Laws
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to Be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
5	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
6	Item 4. Purpose of Transaction
7	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
"	Item 7. Material to Be Filed as Exhibits

EX-3.1 1st Page of 9 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934

DISCOVERY LABORATORIES, INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

 254668 10 6
(CUSIP Number)

OrbiMed Advisors LLC
 767 Third Avenue, 6th Floor
New York, New York 10017
----------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
 Communications)

Copy to:

 Paul S. Schreiber, Esq.
 Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
 Telephone: (212) 848-4000

 July 30, 1999
 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.d-1(g), check the  
following box [X].                                                              

EX-3.1 2nd Page of 9 TOC 1st Previous Next ↓Bottom Just 2nd
CUSIP No.  254668 10 6                                                          

(1)  Name of Reporting Person                                                   
S.S. or I.R.S. Identification No. of Above Person                     
OrbiMed Advisors LLC                                                  

     ---------------------------------------------------------------------------

(2)  Check the Appropriate Box if a Member of Group (See Instructions)          
[  ]      (a)                                                         
[  ]      (b)                                                         

     ---------------------------------------------------------------------------

(3)  SEC Use Only                                                               

     ---------------------------------------------------------------------------

(4)  Source of Funds (See Instructions)           AF                            

     ---------------------------------------------------------------------------

(5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) 
or 2(e)   [  ]                                                        

     ---------------------------------------------------------------------------

(6)  Citizenship or Place of Organization         Delaware                      

     ---------------------------------------------------------------------------

Number of Shares         (7)     Sole Voting Power   0                          
Beneficially             -------------------------------------------------------
Owned by Each            (8)     Shared Voting Power 3,512,049                  
Reporting Person         -------------------------------------------------------
With                     (9)     Sole Dispositive Power   0                     
                         -------------------------------------------------------
            (10)    Shared Dispositive Power 3,512,049

     ---------------------------------------------------------------------------

(11) Aggregate Amount Beneficially Owned by Each Reporting Person               
3,512,049                                                             

     ---------------------------------------------------------------------------

(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares          
(See Instructions) [  ]                                               

     ---------------------------------------------------------------------------

(13) Percent of Class Represented by Amount in Row (11)                         
28.9%                                                                 
     ---------------------------------------------------------------------------

(14) Type of Reporting Person (See Instructions) CO                             

     ---------------------------------------------------------------------------

EX-3.1 3rd Page of 9 TOC 1st Previous Next ↓Bottom Just 3rd
CUSIP No.  254668 10 6                                                          

(1)  Name of Reporting Person                                                   
S.S. or I.R.S. Identification No. of Above Person                     
Caduceus Capital Trust                                                

     ---------------------------------------------------------------------------

(2)  Check the Appropriate Box if a Member of Group (See Instructions)          
[  ]      (a)                                                         
[  ]      (b)                                                         

     ---------------------------------------------------------------------------

(3)  SEC Use Only                                                               

     ---------------------------------------------------------------------------

(4)  Source of Funds (See Instructions)           AF                            

     ---------------------------------------------------------------------------

(5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) 
or 2(e)   [  ]                                                        

     ---------------------------------------------------------------------------

(6)  Citizenship or Place of Organization         Bermuda                       

     ---------------------------------------------------------------------------

Number of Shares         (7)     Sole Voting Power   0                          
Beneficially             -------------------------------------------------------
Owned by Each            (8)     Shared Voting Power 1,322,314                  
Reporting Person         -------------------------------------------------------
With                     (9)     Sole Dispositive Power   0                     
                         -------------------------------------------------------
            (10)    Shared Dispositive Power 1,322,314

     ---------------------------------------------------------------------------

(11) Aggregate Amount Beneficially Owned by Each Reporting Person               
1,322,314                                                             

     ---------------------------------------------------------------------------

(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares          
(See Instructions) [  ]                                               

     ---------------------------------------------------------------------------

(13) Percent of Class Represented by Amount in Row (11)                         
10.9%                                                                 
     ---------------------------------------------------------------------------

(14) Type of Reporting Person (See Instructions) CO                             

     ---------------------------------------------------------------------------

EX-3.1 4th Page of 9 TOC 1st Previous Next ↓Bottom Just 4th
CUSIP No.  254668 10 6                                                          

(1)  Name of Reporting Person                                                   
S.S. or I.R.S. Identification No. of Above Person                     
Finsbury Worldwide Pharmaceutical Trust PLC                           

     ---------------------------------------------------------------------------

(2)  Check the Appropriate Box if a Member of Group (See Instructions)          
[  ]      (a)                                                         
[  ]      (b)                                                         

     ---------------------------------------------------------------------------

(3)  SEC Use Only                                                               

     ---------------------------------------------------------------------------

(4)  Source of Funds (See Instructions)           AF                            

     ---------------------------------------------------------------------------

(5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) 
or 2(e)   [  ]                                                        

     ---------------------------------------------------------------------------

(6)  Citizenship or Place of Organization         United Kingdom                

     ---------------------------------------------------------------------------

Number of Shares         (7)     Sole Voting Power   0                          
Beneficially             -------------------------------------------------------
Owned by Each            (8)     Shared Voting Power 1,824,446                  
Reporting Person         -------------------------------------------------------
With                     (9)     Sole Dispositive Power   0                     
                         -------------------------------------------------------
            (10)    Shared Dispositive Power 1,824,446

     ---------------------------------------------------------------------------

(11) Aggregate Amount Beneficially Owned by Each Reporting Person               
1,824,446                                                             

     ---------------------------------------------------------------------------

(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares          
(See Instructions) [  ]                                               

     ---------------------------------------------------------------------------

(13) Percent of Class Represented by Amount in Row (11)                         
15.0%                                                                 
     ---------------------------------------------------------------------------

(14) Type of Reporting Person (See Instructions) CO                             

     ---------------------------------------------------------------------------

EX-3.1 5th Page of 9 TOC 1st Previous Next ↓Bottom Just 5th
Item 1. Security and Issuer.                                                    

              The class of equity securities ("Securities" to which this
Statement on Schedule 13D relates is the Common Stock of Discovery Laboratories,
Inc. (the "Issuer"), whose principal executive offices are located at 350 South 
Main Street, Suite 307, Doylestown, PA 18901.                                   

Item 2. Identity and Background.                                                

                (a) This Statement is being filed by OrbiMed Advisors LLC, a
limited liability company organized under the laws of Delaware ("OrbiMed"),     
Caduceus Capital Trust, a trust formed under the laws of Bermuda ("Caduceus     
Trust"), and Finsbury Worldwide Pharmaceutical Trust PLC, a company formed under
the laws of the United Kingdom ("Finsbury")(the "Reporting Persons").           

                  (b)-(c) OrbiMed is an unregistered investment adviser and does
not hold itself out to the general public as an investment adviser. OrbiMed acts
as investment advisor to certain unregistered investment funds, including       
Caduceus Trust, Finsbury, and Caduceus Capital II, L.P. a limited partnership   
formed under the laws of Delaware ("Caduceus II"). Caduceus Trust is an         
unregistered foreign investment fund that has less than 100 U.S. investors and  
is not making, nor does it propose to make, any public offering of its          
securities. OrbiMed acts as investment adviser to Caduceus Trust pursuant to an 
advisory agreement (the "Caduceus Trust Advisory Agreement") and, as such, has  
full discretionary investment management authority with respect to the assets of
Caduceus Trust. Finsbury is an unregistered foreign investment fund that is not 
making, nor does it propose to make, any public offering of its securities in   
the United States or to U.S. resident investors and currently has no U.S.       
resident investors. OrbiMed acts as investment adviser to Finsbury pursuant to  
an advisory agreement(the "Finsbury Advisory Agreement") and, as such, has full 
discretionary investment management authority with respect to certain assets of 
Finsbury. OrbiMed acts as general partner of Caduceus II pursuant to its limited
partnership agreement ("Caduceus II Limited Partnership Agreement") and, as     
such, has full discretionary investment management authority with respect to the
assets of Caduceus II. During the preceding 12 months, OrbiMed has acted as the 
investment adviser to fewer than 15 clients, none of which were investment      
companies required to be registered under the Investment Company Act of 1940, as
amended. OrbiMed has its principal offices at 767 Third Avenue, 6th Floor, New  
York, NY 10017.                                                                 

           Samuel D. Isaly ("Mr. Isaly") is the Managing Member of
OrbiMed, and has his business office at OrbiMed Advisors LLC, 767 Third Avenue, 
6th Floor, New York, NY 10017. Mr. Isaly's position with OrbiMed is his present 
principal occupation.                                                           

             (d)-(e) During the last five years, neither the Reporting
Persons nor Mr. Isaly has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil          
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final    
order enjoining future violations of, or prohibiting or mandating activities    
subject to, federal or state securities laws or finding any violation with      
respect to such laws.                                                           

(f) Mr. Isaly is a United States citizen.   

Item 3. Source and Amount of Funds or Other Consideration.                      

                 Pursuant to its authority under the Caduceus Trust Advisory
Agreement, between July 27, 1999 and July 30, 1999 OrbiMed caused Caduceus Trust
to use $800,000 of its working capital to purchase 661,157 shares of common     
stock and 661,157 warrants. As a result, as of July 31, 1999, Caduceus Trust    

EX-3.1 6th Page of 9 TOC 1st Previous Next ↓Bottom Just 6th
beneficially owned 1,322,314 shares, representing approximately 10.9% of the    
outstanding Securities of the Issuer. Pursuant to its authority under the       
Finsbury Advisory Agreement, between July 27, 1999 and July 30, 1999 OrbiMed    
caused Finsbury to use $1,000,000 of its working capital to purchase 826,446    
shares of common stock and 826,446 warrants. As a result, as of July 31, 1999,  
Finsbury beneficially owned 1,652,892 shares, representing approximately 13.6%  
of the outstanding Securities of the Issuer. Pursuant to its authority under the
Caduceus II Limited Partnership Agreement, between July 27, 1999 and July 31,   
1999 OrbiMed caused Caduceus II to use $200,000 of its working capital to       
purchase 165,289 shares of common stock and 165,289 warrants. As a result, as of
July 31, 1999, Caduceus II beneficially owned 330,578 shares, representing      
approximately 2.7% of the outstanding Securities of the Issuer. Therefore, as of
July 31, 1999, accounts managed by OrbiMed beneficially owned 3,305,984 Shares  
of Securities, representing approximately 27.2% of the outstanding Securities of
the Issuer.                                                                     

         Pursuant to its authority under the Finsbury Advisory
Agreement, between December 29, 1999 and January 21, 2000 OrbiMed caused        
Finsbury to use $541,782 of its working capital to purchase 171,554 shares of   
common stock, representing approximately 1.4% of the outstanding Securities of  
the Issuer. As a result, as of January 21, 2000, Finsbury beneficially owned    
1,824,446 shares, representing 15.0% of the outstanding Securities of the       
Issuer. Pursuant to its authority under the Caduceus II Limited Partnership     
Agreement, between October 12, 1999 and October 14, 1999, OrbiMed caused        
Caduceus II to use $54,237 of its working capital to purchase 34,711 shares of  
common stock, representing 0.3% of the outstanding Securities of the Issuer. As 
a result, as of October 14, 1999, Caduceus II beneficially owned 365,289 shares 
representing 3.0% of the outstanding Securities of the Issuer. Therefore, as of 
January 21, 2000, the accounts managed by OrbiMed beneficially owned 3,512,049  
shares, representing approximately 28.9% of the outstanding Securities of the   
Issuer.                                                                         

Item 4. Purpose of Transaction.                                                 

           As described more fully in Item 3 above, this statement
relates to the acquisition of beneficial ownership of 3,512,049 shares of       
Securities by the Reporting Persons. The Securities acquired by the Reporting   
Persons have been acquired for the purpose of making an investment in the Issuer
and not with the present intention of acquiring control of the Issuer's         
business.                                                                       

                  The Reporting Persons from time to time intend to review their
investment in the Issuer on the basis of various factors, including the Issuer's
business, financial condition, results of operations and prospects, general     
economic and industry conditions, the securities markets in general and those   
for the Issuer's securities in particular, as well as other developments and    
other investment opportunities. Based upon such review, the Reporting Persons   
will take such actions in the future as the Reporting Persons may deem          
appropriate in light of the circumstances existing from time to time. If the    
Reporting Persons believe that further investment in the Issuer is attractive,  
whether because of the market price of the Issuer's securities or otherwise,    
they may acquire shares of common stock or other securities of the Issuer either
in the open market or in privately negotiated transactions. Similarly, depending
on market and other factors, the Reporting Persons may determine to dispose of  
some or all of the Securities currently owned by the Reporting Persons or       
otherwise acquired by the Reporting Persons either in the open market or in     
privately negotiated transactions.                                              

             Except as set forth above, the Reporting Persons have not
formulated any plans or proposals which relate to or would result in: (a) the   
acquisition by any person of additional securities of the Issuer or the         
disposition of securities of the Issuer, (b) an extraordinary corporate         
transaction involving the Issuer or any of its subsidiaries, (c) a sale or      
transfer of a material amount of the assets of the Issuer or any of its         
subsidiaries, (d) any change in the present board of directors or management of 
the Issuer, (e) any material                                                    

EX-3.1 7th Page of 9 TOC 1st Previous Next ↓Bottom Just 7th
change in the Issuer's capitalization or dividend policy, (f) any other material
change in the Issuer's business or corporate structure, (g) any change in the   
Issuer's charter or bylaws or other or instrument corresponding thereto or other
action which may impede the acquisition of control of the Issuer by any person, 
(h) causing a class of the Issuer's securities to be deregistered or delisted,  
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration or (j) any action similar to any of those enumerated above.     

Item 5. Interest in Securities of the Issuer.                                   

                (a)-(b) OrbiMed may be deemed to be the beneficial owners of
3,512,049 shares of Securities. Based upon information contained in the most    
recent available filing by the Issuer with the SEC, such Securities constitute  
approximately 28.9% of the issued and outstanding Securities. As described above
in Item 2, OrbiMed has full discretionary investment management authority with  
respect to 1,322,314 shares of Securities held by Caduceus Trust, 1,824,446     
shares of Securities held by Finsbury, and 365,289 shares of Securities held by 
Caduceus II. As a result, OrbiMed has the power to direct the vote and to direct
the disposition of the 3,512,049 shares of Securities.                          

                  (c) Except for the transactions listed in Schedule A, attached
hereto, there have been no transactions with respect to the class of securities 
reported on by the persons named in paragraph (a) during the past 60 days.      

               (d) No person other than OrbiMed, Caduceus Trust, Finsbury,
and Caduceus II is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Shares.        

(e) Not applicable.                         

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.                                                       

                  Pursuant to the Caduceus Trust Advisory Agreement, OrbiMed has
full discretionary investment management authority with respect to the assets of
Caduceus Trust. Such authority includes the power to vote and otherwise dispose 
of securities purchased by OrbiMed on behalf of Caduceus Trust.                 

                 Pursuant to the Finsbury Advisory Agreement, OrbiMed has full
discretionary investment management authority with respect to certain of the    
assets of Finsbury. Such authority includes the power to vote and otherwise     
dispose of securities purchased by OrbiMed on behalf of Finsbury.               

              Pursuant to the Caduceus II Limited Partnership Agreement,
OrbiMed has full discretionary investment management authority with respect to  
the assets of Caduceus II. Such authority includes the power to vote and        
otherwise dispose of securities purchased by OrbiMed on behalf of Caduceus II.  

                  Other than the advisory agreements and the limited partnership
agreement, to the best knowledge of the Reporting Persons there are no          
contracts, arrangements, understandings or relationships (legal or otherwise)   
among the persons named in Item 2 and between such persons and any persons with 
respect to any securities of the Issuer, including, but not limited to, transfer
or voting of any of the Securities, finder's fees, joint ventures, loan or      
option arrangements, puts or calls, guarantees of profits, division of profits  
or loss, or the giving of withholding of proxies.                               

Item 7. Material to Be Filed as Exhibits.                                       

Not applicable.                             

EX-3.1 8th Page of 9 TOC 1st Previous Next ↓Bottom Just 8th
 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 23, 2000                                                         

                      ORBIMED ADVISORS LLC

                         By: /s/ Samuel D. Isaly
                                              ----------------------------
                                        Name:  Samuel D. Isaly
                                        Title: Managing Member

                        CADUCEUS CAPITAL TRUST

                          By: /s/ Deborah O'Donnel
                                              ----------------------------
                                         Name:  Deborah O'Donnel
                                  Title: Secretary

                    FINSBURY WORLDWIDE
                      PHARMACEUTICAL TRUST

                         By: /s/ Samuel D. Isaly
                                              ----------------------------
                                        Name:  Samuel D. Isaly
                                 Title: Director

EX-3.1 Last Page of 9 TOC 1st Previous Next ↓Bottom Just 9th
SCHEDULE A                                                                      

Transactions in the class of securities (the Shares) for which this Schedule 13D
is filed during the past 60 days.                                               

                                                                [Download Table]

Account                                  Transaction  Trade Date   Dollar  Quantity
-------                                 -----------    ----------    ------   --------  
                                                                   Amount          
                                                                   ------          

                                                                                   
Finsbury Worldwide Pharmaceutical Trust     buy       12-29-99      9,346     4,500
Finsbury Worldwide Pharmaceutical Trust     buy       12-30-99      5,534     2,300
Finsbury Worldwide Pharmaceutical Trust     buy       01-06-00     30,288    10,000
Finsbury Worldwide Pharmaceutical Trust     buy       01-07-00     29,966    10,000
Finsbury Worldwide Pharmaceutical Trust     buy       01-07-00     90,000    30,000
Finsbury Worldwide Pharmaceutical Trust     buy       01-11-00    293,693    95,100
Finsbury Worldwide Pharmaceutical Trust     buy       01-21-00     68,518    14,100

EX-3.1	1st Page of 9	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

EX-3.1	2nd Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 2nd

EX-3.1	3rd Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 3rd

EX-3.1	4th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 4th

EX-3.1	5th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 5th

EX-3.1	6th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 6th

EX-3.1	7th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 7th

EX-3.1	8th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 8th

EX-3.1	Last Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 9th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13G/A’ Filing	Date	First	Last	Other Filings

Filed on:	7/3/01
	2/23/00	8
	1/21/00	6
	12/29/99	6
	10/14/99	6		S-3/A
	10/12/99	6
	7/31/99	5	6	4
	7/30/99	1	6	3
	7/27/99	5	6
				List all Filings

↑Top

Filing Submission 0000947871-01-500294 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Orbimed Advisers Inc/CT – ‘SC 13G/A’ on 7/3/01 re: Discovery Laboratories Inc/DE – EX-3.1

On: Tuesday, 7/3/01, at 2:40pm ET · Accession #: 947871-1-500294 · File #: 5-52027

Previous ‘SC 13G’: ‘SC 13G’ on 6/5/01 · Next: ‘SC 13G’ on 8/10/01 · Latest: ‘SC 13G/A’ on 2/10/03

Amendment to Statement of Beneficial Ownership — Schedule 13GFiling Table of Contents

EX-3.1 — Articles of Incorporation/Organization or By-LawsExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents

EX-3.1 — Articles of Incorporation/Organization or By-Laws
Exhibit Table of Contents