UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Oscient Pharmaceuticals Corporation
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
68812R303
(CUSIP Number)
April 26, 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:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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*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 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).
Page 1 of 11 Pages
CUSIP No. 68812R303 13G/A Page 2 of 11 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Smithfield Fiduciary LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
Warrants to purchase 25,000 shares of Common Stock
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
Warrants to purchase 25,000 shares of Common Stock
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Warrants to purchase 25,000 shares of Common Stock
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.18%
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(12) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 68812R303 13G/A Page 3 of 11 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Highbridge International LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
7,421 shares of Common Stock
3.50% Convertible Senior Notes due 2011 convertible
into 1,710,889 shares of Common Stock
Warrants to purchase 25,000 shares of Common Stock
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
7,421 shares of Common Stock
3.50% Convertible Senior Notes due 2011 convertible
into 1,710,889 shares of Common Stock
Warrants to purchase 25,000 shares of Common Stock
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
7,421 shares of Common Stock
3.50% Convertible Senior Notes due 2011 convertible into
1,710,889 shares of Common Stock
Warrants to purchase 25,000 shares of Common Stock
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
11.25%
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(12) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 68812R303 13G/A Page 4 of 11 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Highbridge Capital Management, LLC 20-1901985
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
7,421 shares of Common Stock
3.50% Convertible Senior Notes due 2011 convertible
into 1,710,889 shares of Common Stock
Warrants to purchase 25,000 shares of Common Stock
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
7,421 shares of Common Stock
3.50% Convertible Senior Notes due 2011 convertible
into 1,710,889 shares of Common Stock
Warrants to purchase 25,000 shares of Common Stock
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
7,421 shares of Common Stock
3.50% Convertible Senior Notes due 2011 convertible into
1,710,889 shares of Common Stock
Warrants to purchase 25,000 shares of Common Stock
-----------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
-----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
11.25%
-----------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 68812R303 13G/A Page 5 of 11 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Glenn Dubin
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
7,421 shares of Common Stock
3.50% Convertible Senior Notes due 2011 convertible
into 1,710,889 shares of Common Stock
Warrants to purchase 25,000 shares of Common Stock
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
7,421 shares of Common Stock
3.50% Convertible Senior Notes due 2011 convertible
into 1,710,889 shares of Common Stock
Warrants to purchase 25,000 shares of Common Stock
-----------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
7,421 shares of Common Stock
3.50% Convertible Senior Notes due 2011 convertible into
1,710,889 shares of Common Stock
Warrants to purchase 25,000 shares of Common Stock
-----------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
-----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
11.25%
-----------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 68812R303 13G/A Page 6 of 11 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Henry Swieca
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
7,421 shares of Common Stock
3.50% Convertible Senior Notes due 2011 convertible
into 1,710,889 shares of Common Stock
Warrants to purchase 25,000 shares of Common Stock
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
7,421 shares of Common Stock
3.50% Convertible Senior Notes due 2011 convertible
into 1,710,889 shares of Common Stock
Warrants to purchase 25,000 shares of Common Stock
-----------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
7,421 shares of Common Stock
3.50% Convertible Senior Notes due 2011 convertible into
1,710,889 shares of Common Stock
Warrants to purchase 25,000 shares of Common Stock
-----------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
-----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
11.25%
-----------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
` IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 68812R303 13G/A Page 7 of 11 Pages
This Amendment No. 1 (this "Amendment") amends the statement on Schedule 13G
filed on May 15, 2007 (as amended, the "Schedule 13G") with respect to the
shares of common stock, par value $0.10 per share (the "Common Stock") of
Oscient Pharmaceuticals Corporation, a Massachusetts corporation (the
"Company"). Capitalized terms used herein and not otherwise defined in this
Amendment have the meanings set forth in the Schedule 13G. This Amendment is
filed to correct (i) the number of shares of Common Stock underlying the 3.50%
Convertible Senior Notes due 2011 (the "Notes") from 1,718,310 shares of Common
Stock to 1,710,889 shares of Common Stock and (ii) the statement providing that
Smithfield Fiduciary LLC owns warrants to purchase 83,891 shares of Common
Stock, which cannot be exercised until such time as its holders would not
beneficially own after such exercise more than 4.99% of the outstanding shares
of Common Stock (the "Blocker"), to reflect that only warrants to purchase
58,891 shares of Common Stock have a Blocker and warrants to purchase 25,000
shares of Common Stock do not have a Blocker. Therefore, this Amendment amends
and restates the number of shares of Common Stock disclosed on the cover pages
and Items 2(a), 2(b), 2(c), 4 and 10 in their entirety as set forth below.
Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office
Item 2(c). Citizenship
SMITHFIELD FIDUCIARY LLC
c/o Harmonic Fund Services
The Cayman Corporate Center, 4th Floor
27 Hospital Road
George Town, Grand Cayman
Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
HIGHBRIDGE INTERNATIONAL LLC
c/o Harmonic Fund Services
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
HIGHBRIDGE CAPITAL MANAGEMENT, LLC IRS #: 20-1901985
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: State of Delaware
GLENN DUBIN
c/o Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: United States
HENRY SWIECA
c/o Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: United States
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:
As of the date of this filing, (i) Smithfield Fiduciary LLC owns
warrants to purchase 25,000 shares of Common Stock, (ii) Highbridge
International LLC owns
CUSIP No. 68812R303 13G/A Page 8 of 11 Pages
7,421 shares of Common Stock, Notes convertible into 1,710,889 shares of Common
Stock and may be deemed to beneficially own the 25,000 shares of Common Stock
issuable to Smithfield Fiduciary LLC upon exercise of warrants and (iii) each of
Highbridge Capital Management, LLC. Glenn Dubin and Henry Swieca may be deemed
to beneficially own the 7,421 shares of Common Stock owned by Highbridge
International LLC, the 1,710,889 shares of Common Stock issuable to Highbridge
International LLC upon conversion of the Notes and the 25,000 shares of Common
Stock issuable to Smithfield Fiduciary LLC upon exercise of warrants. In
addition to the foregoing, (i) Highbridge International LLC owns warrants to
purchase 161,917 shares of Common Stock and (ii) Smithfield Fiduciary LLC owns
additional warrants to purchase 58,891 shares of Common Stock. However, pursuant
to the terms of these warrants, the warrants cannot be exercised until such time
as its holders would not beneficially own after such exercise more than 4.99% of
the outstanding shares of Common Stock.
Smithfield Fiduciary LLC is a wholly-owned subsidiary of Highbridge
International LLC. Highbridge Capital Management, LLC is the trading manager of
Highbridge International LLC. Glenn Dubin is the Chief Executive Officer of
Highbridge Capital Management, LLC. Henry Swieca is the Chief Investment Officer
of Highbridge Capital Management, LLC. The foregoing should not be construed in
and of itself as an admission by any Reporting Person as to beneficial ownership
of the shares of Common Stock owned by another Reporting Person. In addition,
each of Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca
disclaims beneficial ownership of the shares of Common Stock owned by Highbridge
International LLC and Smithfield Fiduciary LLC.
(b) Percent of class:
The Company's Annual Report for the fiscal year ended
December 31, 2007 filed on Form 10-K on February 6, 2008, indicates there were
13,764,113 shares of Common Stock outstanding as of February 1, 2008. Therefore,
based on the Company's outstanding shares of Common Stock and the shares of
Common Stock issuable upon the conversion of the Notes and exercise of the
warrants reported above, (i) Smithfield Fiduciary LLC owns approximately 0.18%
of the outstanding shares of Common Stock of the Company and (ii) each of
Highbridge International LLC, Highbridge Capital Management LLC, Glenn Dubin and
Henry Swieca may be deemed to beneficially own approximately 11.25% of the
outstanding shares of Common Stock of the Company. The foregoing should not be
construed in and of itself as an admission by any Reporting Person as to
beneficial ownership of shares of Common Stock owned by another Reporting
Person.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
See Item 4(a)
(iii) Sole power to dispose or to direct the disposition of
CUSIP No. 68812R303 13G/A Page 9 of 11 Pages
0
(iv) Shared power to dispose or to direct the
disposition of
See Item 4(a)
Item 10. Certification
By signing below each of 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.
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of February 6, 2008, by and among
Highbridge International LLC, Smithfield Fiduciary LLC, Highbridge Capital
Management, LLC, Glenn Dubin and Henry Swieca.
CUSIP No. 68812R303 13G/A Page 10 of 11 Pages
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: February 6, 2008
HIGHBRIDGE INTERNATIONAL LLC SMITHFIELD FIDUCIARY LLC
By: Highbridge Capital Management, LLC By: Highbridge Capital Management, LLC
its Trading Manager Its Trading Manager
By: /s/ Noah Greenhill By: /s/ Noah Greenhill
------------------------------ ------------------------------
Name: Noah Greenhill Name: Noah Greenhill
Title: Managing Director Title: Managing Director
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
/s/ Glenn Dubin
---------------------------------
GLENN DUBIN
By: /s/ Noah Greenhill
------------------------------
Name: Noah Greenhill
Title: Managing Director
/s/ Henry Swieca
------------------------------
HENRY SWIECA
CUSIP No. 68812R303 13G/A Page 11 of 11 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the Common
Shares, $0.10 par value, of Oscient Pharmaceuticals Corporation, is being filed,
and all amendments thereto will be filed, on behalf of each of the persons and
entities named below in accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated as of February 6, 2008
HIGHBRIDGE INTERNATIONAL LLC SMITHFIELD FIDUCIARY LLC
By: Highbridge Capital Management, LLC By: Highbridge Capital Management, LLC
its Trading Manager Its Trading Manager
By: /s/ Noah Greenhill By: /s/ Noah Greenhill
------------------------------ -----------------------------
Name: Noah Greenhill Name: Noah Greenhill
Title: Managing Director Title: Managing Director
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
/s/ Glenn Dubin
------------------------------
GLENN DUBIN
By: /s/ Noah Greenhill
------------------------------
Name: Noah Greenhill
Title: Managing Director
/s/ Henry Swieca
------------------------------
HENRY SWIECA