View:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. 2)*
FLAMEL TECHNOLOGIES, S.A.
- --------------------------------------------------------------------------------
(Name of Issuer)
Ordinary Shares
- --------------------------------------------------------------------------------
(Title of Class of Securities)
338488 10 9
- --------------------------------------------------------------------------------
(CUSIP Number)
December 31, 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 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 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. 338488 10 9 13G Page 1 of 4 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Knoll Capital Management, LP
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [X]
Joint Filer
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 2,012,684
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 2,012,684
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,012,684
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.51%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 338488 10 9 13G Page 2 of 4 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fred Knoll
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [X]
Joint Filer
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 2,012,684
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 2,012,684
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,012,684
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.51%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 338488 10 9 13G Page 3 of 4 Pages
Item 1(a). Name of Issuer:
Flamel Technologies, S.A. (the "Issuer")
____________________________________________________________________
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:
Knoll Capital Management, LP ("KCMLP")
Fred Knoll ("Knoll")
____________________________________________________________________
Item 2(b). Address of Principal Business Office, or if None, Residence:
The principal business address for each of KCMLP and
Knoll is 237 Park Avenue, 9th Floor, New York,
New York 10166.
____________________________________________________________________
Item 2(c). Citizenship:
KCMLP is a limited partnership formed and existing
under the laws of the State of Delaware.
Knoll is a citizen of the United States
____________________________________________________________________
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 the
Issuer.
____________________________________________________________________
Item 2(e). CUSIP Number:
338488 10 9
____________________________________________________________________
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: Not Applicable.
(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 as 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).
CUSIP No. 338488 10 9 13G Page 4 of 4 Pages
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:
The information in items 1 and 5 through 11 on the cover pages (pages 2 and 3)
on this Schedule 13G is hereby incorporated by reference.
______________________________________________________________________
(b) Percent of class:
The information in items 1 and 5 through 11 on the cover pages (pages 2 and 3)
on this Schedule 13G is hereby incorporated by reference.
______________________________________________________________________
(c) Number of shares as to which such person has:
The information in items 1 and 5 through 11 on the cover pages (pages
2 and 3) on this Schedule 13G is hereby incorporated by reference.
The 2,012,684 Ordinary Shares of the Issuer covered by this
Schedule 13G are beneficially owned by KCMLP as the investment manager for (i)
Europa International Inc., an equity fund which holds on the date hereof,
904,639 of such Ordinary Shares and currently exercisable options to purchase
17,500 of such Ordinary Shares; (ii) Knoll Capital Fund II Master Fund, an
equity fund which holds on the date hereof, 1,027,145 of such Ordinary Shares
and currently exercisable options to purchase 44,900 of such Ordinary Shares;
and (iii) Knoll Special Opportunities Fund, an equity fund which holds on the
date hereof, 18,500 of such Ordinary Shares. Knoll is the principal partner and
president of KCMLP.
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 [ ].
Not Applicable
_______________________________________________________________________
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
As set forth in Item 4(c), the Ordinary Shares covered by this Schedule
13G are owned by persons other than KCMLP and Knoll, none of whom holds
five percent of the class of securities being reported herein.
_______________________________________________________________________
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. Certifications.
(a) The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(c):
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.
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.
Dated: February 7, 2006 KNOLL CAPITAL MANAGEMENT, LP
By: /s/ Fred Knoll
------------------------
Name: Fred Knoll
-----------------------
Title: President
---------------------
Dated: February 7, 2006 /s/ Fred Knoll
---------------------------
Fred Knoll
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely fling of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that it knows or has reason to believe that such
information is inaccurate.
Dated: February 7, 2006 KNOLL CAPITAL MANAGEMENT, LP
By: /s/ Fred Knoll
------------------------
Name: Fred Knoll
-----------------------
Title: President
---------------------
Dated: February 7, 2006 /s/ Fred Knoll
---------------------------
Fred Knoll