SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 13d-2(b)
(Amendment No. 3)*
| Flamel Technologies,
S.A.
(Name of Issuer) |
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| Ordinary Shares
(Title of Class of Securities) |
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| 338488 10 9
(CUSIP Number) |
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| September 23, 2003
(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 purposes 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).
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| CUSIP NO. 338488 10 9 | 13G | Page 2 of 11 Pages | ||
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| 1 | NAME OF REPORTING PERSON: Biotechnology Value Fund, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x | ||
| (b) o | ||||
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| 3 | SEC USE ONLY | |||
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
Delaware |
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| 5 | SOLE VOTING POWER | |||
| NUMBER OF | 0 | |||
| SHARES |
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| BENEFICIALLY | 6 | SHARED VOTING POWER | ||
| OWNED | 283,790 | |||
| BY |
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| EACH | 7 | SOLE DISPOSITIVE POWER | ||
| REPORTING | 0 | |||
| PERSON |
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| WITH: | 8 | SHARED DISPOSITIVE POWER | ||
| 283,790 | ||||
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| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
283,790 |
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| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o | ||
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||
1.70% |
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| 12 | TYPE OF REPORTING PERSON* | |||
PN |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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| CUSIP NO. 338488 10 9 | 13G | Page 3 of 11 Pages | ||
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| 1 | NAME OF REPORTING PERSON: Biotechnology Value Fund II, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x | ||
| (b) o | ||||
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| 3 | SEC USE ONLY | |||
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
Delaware |
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| 7 | SOLE VOTING POWER | |||
| NUMBER OF | 0 | |||
| SHARES |
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| BENEFICIALLY | 6 | SHARED VOTING POWER | ||
| OWNED | 597,000 | |||
| BY |
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| EACH | 7 | SOLE DISPOSITIVE POWER | ||
| REPORTING | 0 | |||
| PERSON |
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| WITH: | 8 | SHARED DISPOSITIVE POWER | ||
| 597,000 | ||||
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| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
597,000 |
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| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o | ||
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||
3.57% |
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| 12 | TYPE OF REPORTING PERSON* | |||
PN |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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| CUSIP NO. 338488 10 9 | 13G | Page 4 of 11 Pages | ||
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| 1 | NAME OF REPORTING PERSON: BVF Investments, L.L.C. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x | ||
| (b) o | ||||
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| 3 | SEC USE ONLY | |||
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
Delaware |
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| 5 | SOLE VOTING POWER | |||
| NUMBER OF | 0 | |||
| SHARES |
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| BENEFICIALLY | 6 | SHARED VOTING POWER | ||
| OWNED | 17,300 | |||
| BY |
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| EACH | 7 | SOLE DISPOSITIVE POWER | ||
| REPORTING | 0 | |||
| PERSON |
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| WITH: | 8 | SHARED DISPOSITIVE POWER | ||
| 17,300 | ||||
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| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
17,300 |
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| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o | ||
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||
0.10% |
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| 12 | TYPE OF REPORTING PERSON* | |||
OO |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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| CUSIP NO. 338488 10 9 | 13G | Page 5 of 11 Pages | ||
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| 1 | NAME OF REPORTING PERSON: Investment 10, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x | ||
| (b) o | ||||
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| 3 | SEC USE ONLY | |||
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
Illinois |
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| 5 | SOLE VOTING POWER | |||
| NUMBER OF | 0 | |||
| SHARES |
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| BENEFICIALLY | 6 | SHARED VOTING POWER | ||
| OWNED | 47,000 | |||
| BY |
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| EACH | 7 | SOLE DISPOSITIVE POWER | ||
| REPORTING | 0 | |||
| PERSON |
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| WITH: | 8 | SHARED DISPOSITIVE POWER | ||
| 47,000 | ||||
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| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
47,000 |
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| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o | ||
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||
0.28% |
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| 12 | TYPE OF REPORTING PERSON* | |||
OO |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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| CUSIP NO. 338488 10 9 | 13G | Page 6 of 11 Pages | ||
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| 1 | NAME OF REPORTING PERSON: BVF Partners L.P. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x | ||
| (b) o | ||||
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| 3 | SEC USE ONLY | |||
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
Delaware |
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| 5 | SOLE VOTING POWER | |||
| NUMBER OF | 0 | |||
| SHARES |
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| BENEFICIALLY | 6 | SHARED VOTING POWER | ||
| OWNED | 945,090 | |||
| BY |
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| EACH | 7 | SOLE DISPOSITIVE POWER | ||
| REPORTING | 0 | |||
| PERSON |
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| WITH: | 8 | SHARED DISPOSITIVE POWER | ||
| 945,090 | ||||
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| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
945,090 |
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| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o | ||
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||
5.66% |
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| 12 | TYPE OF REPORTING PERSON* | |||
PN |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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| CUSIP NO. 338488 10 9 | 13G | Page 7 of 11 Pages | ||
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| 1 | NAME OF REPORTING PERSON: BVF Inc. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x | ||
| (b) o | ||||
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| 3 | SEC USE ONLY | |||
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
Delaware |
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| 5 | SOLE VOTING POWER | |||
| NUMBER OF | 0 | |||
| SHARES |
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| BENEFICIALLY | 6 | SHARED VOTING POWER | ||
| OWNED | 945,090 | |||
| BY |
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| EACH | 7 | SOLE DISPOSITIVE POWER | ||
| REPORTING | 0 | |||
| PERSON |
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| WITH: | 8 | SHARED DISPOSITIVE POWER | ||
| 945,090 | ||||
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| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
945,090 |
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| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o | ||
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||
5.66% |
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| 12 | TYPE OF REPORTING PERSON* | |||
CO |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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| CUSIP NO. 338488 10 9 | 13G | Page 8 of 11 Pages | ||
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ITEM 1(a). NAME OF ISSUER:
| Flamel Technologies, S.A. ("Flamel") |
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
| Parc Club Du Moulin A Vent 33 Avenue Du Docteur Georges Levy 69693 Venissieux Cedex France |
ITEM 2(a). NAME OF PERSON FILING:
This Amendment to Schedule 13G is being filed on behalf of the following persons* (the "Reporting Persons"):
- (i)
- Biotechnology Value Fund, L.P. ("BVF")
- (ii)
- Biotechnology Value Fund II, L.P. ("BVF2")
- (iii)
- BVF Investments, L.L.C. ("Investments")
- (iv)
- Investment 10, L.L.C. ("Investment 10")
- (v)
- BVF Partners L.P. ("Partners")
- (vi)
- BVF Inc. ("BVF Inc.")
- *
- Attached as Exhibit 1 is a copy of an agreement among the Reporting Persons filing (as specified hereinabove) that this Amendment to Schedule 13G is being filed on behalf of each of them.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The principal business office of the Reporting Persons comprising the group filing this Amendment to Schedule 13G is located at 227 West Monroe Street, Suite 4800, Chicago, Illinois, 60606.
ITEM 2(c). CITIZENSHIP:
| BVF: | a Delaware limited partnership | |||
| BVF2: | a Delaware limited partnership | |||
| Investments: | a Delaware limited liability company | |||
| Investment 10: | an Illinois limited liability company | |||
| Partners: | a Delaware limited partnership | |||
| BVF Inc.: | a Delaware corporation |
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
This Statement on Schedule 13G is being filed with respect to the French Ordinary Shares represented by American Depositary Shares ("Ordinary Shares") of Flamel. The Reporting Persons' percentage ownership of Ordinary Shares is based on 16,300,000 shares being outstanding, as advised by Flamel, and the ownership of 400,000 warrants (the "Warrants") by the Reporting Persons to purchase an equivalent number of Ordinary Shares.
As of September 23, 2003, (i) BVF beneficially owned 283,790 Ordinary Shares, of which 120,000 shares are attributable to Warrants; (ii) BVF2 beneficially owned 597,000 Ordinary Shares, of which 260,000 shares are attributable to Warrants; (iii) Investments beneficially owned 17,300 Ordinary Shares; and (iv) Investment 10 beneficially owned 47,000 Ordinary Shares, of which 20,000 shares are attributable to Warrants.
ITEM 2(e). CUSIP Number:
338488 10 9
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| CUSIP NO. 338488 10 9 | 13G | Page 9 of 11 Pages | ||
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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: One of the following
Not applicable as this Amendment to Schedule 13G is filed pursuant to Rule 13d-1(c).
ITEM 4. OWNERSHIP:
The information in items 1 and 5 through 11 on the cover pages (pp. 2 - 6) on this Amendment to Schedule 13G is hereby incorporated by reference.
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. o
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
BVF shares voting and dispositive power over the Ordinary Shares it beneficially owns with Partners. BVF2 also shares voting and dispositive power over the Ordinary Shares it beneficially owns with Partners. Investments also shares voting and dispositive power over the Ordinary Shares it beneficially owns with Partners. Pursuant to the operating agreement of Investments, Partners is authorized, among other things, to invest the funds of Ziff Asset Management, L.P., the majority member of Investments, in Ordinary Shares Investments beneficially owns and to vote and exercise dispositive power over those Ordinary Shares. Partners and BVF Inc. share voting and dispositive power over the Ordinary Shares beneficially owned by BVF, BVF2, Investments and those owned by Investment 10, on whose behalf Partners acts as investment manager and, accordingly, Partners and BVF Inc. have beneficial ownership of all of the Ordinary Shares owned by such parties.
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 A GROUP:
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
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| CUSIP NO. 338488 10 9 | 13G | Page 10 of 11 Pages | ||
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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.
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.
| Dated: | September 26, 2003 | |||||||
BIOTECHNOLOGY VALUE FUND, L.P. | ||||||||
By: |
BVF Partners L.P., its general partner | |||||||
By: |
BVF Inc., its general partner | |||||||
By: |
/s/ MARK N. LAMPERT | |||||||
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Mark N. Lampert President | ||||||||
BIOTECHNOLOGY VALUE FUND II, L.P. | ||||||||
By: |
BVF Partners L.P., its general partner | |||||||
By: |
BVF Inc., its general partner | |||||||
By: |
/s/ MARK N. LAMPERT | |||||||
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Mark N. Lampert President | ||||||||
BVF INVESTMENTS, L.L.C. | ||||||||
By: |
BVF Partners L.P., its manager | |||||||
By: |
BVF Inc., its general partner | |||||||
By: |
/s/ MARK N. LAMPERT | |||||||
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Mark N. Lampert President | ||||||||
INVESTMENT 10, L.L.C. | ||||||||
By: |
BVF Partners L.P., attorney-in-fact | |||||||
By: |
BVF Inc., its general partner | |||||||
By: |
/s/ MARK N. LAMPERT | |||||||
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Mark N. Lampert President | ||||||||
BVF PARTNERS L.P. | ||||||||
By: |
BVF Inc., its general partner | |||||||
By: |
/s/ MARK N. LAMPERT | |||||||
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Mark N. Lampert President | ||||||||
BVF INC. | ||||||||
By: |
/s/ MARK N. LAMPERT | |||||||
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Mark N. Lampert President | ||||||||
EXHIBIT 1
AGREEMENT REGARDING JOINT FILING
The undersigned, Biotechnology Value Fund, L.P., a Delaware limited partnership, Biotechnology Value Fund II, L.P., a Delaware limited partnership, BVF Investments, L.L.C., a Delaware limited liability company, Investment 10, L.L.C., an Illinois limited liability company, BVF Partners L.P., a Delaware limited partnership, and BVF Inc., a Delaware corporation, hereby agree and acknowledge that the information required by the Amendment to Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any amendments or supplements thereto shall also be filed on behalf of each of them.
| Dated: | September 26, 2003 | |||||||
BIOTECHNOLOGY VALUE FUND, L.P. | ||||||||
By: |
BVF Partners L.P., its general partner | |||||||
By: |
BVF Inc., its general partner | |||||||
By: |
/s/ MARK N. LAMPERT | |||||||
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Mark N. Lampert President | ||||||||
BIOTECHNOLOGY VALUE FUND II, L.P. | ||||||||
By: |
BVF Partners L.P., its general partner | |||||||
By: |
BVF Inc., its general partner | |||||||
By: |
/s/ MARK N. LAMPERT | |||||||
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Mark N. Lampert President | ||||||||
BVF INVESTMENTS, L.L.C. | ||||||||
By: |
BVF Partners L.P., its manager | |||||||
By: |
BVF Inc., its general partner | |||||||
By: |
/s/ MARK N. LAMPERT | |||||||
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Mark N. Lampert President | ||||||||
INVESTMENT 10, L.L.C. | ||||||||
By: |
BVF Partners L.P., its attorney-in-fact | |||||||
By: |
BVF Inc., its general partner | |||||||
By: |
/s/ MARK N. LAMPERT | |||||||
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Mark N. Lampert President | ||||||||
BVF PARTNERS L.P. | ||||||||
By: |
BVF Inc., its general partner | |||||||
By: |
/s/ MARK N. LAMPERT | |||||||
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Mark N. Lampert President | ||||||||
BVF INC. | ||||||||
By: |
/s/ MARK N. LAMPERT | |||||||
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Mark N. Lampert President | ||||||||