UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
Flamel Technologies S.A.
------------------------
(Name of Issuer)
Ordinary Shares, nominal value 0.122 Euros per share
----------------------------------------------------
(Title of Class of Securities)
338488109
---------
(CUSIP Number)
July 11, 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)
*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 on 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 (the "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. 338488109 13G Page 2 of 10 Pages
- ------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Third Point LLC
- ---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
0
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,200,000
OWNED BY ------ ----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH ------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,200,000
- ---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,200,000
- ---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
- ---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2%
- ---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
- ---------- ---------------------------------------------------------------------
- ------------------- ------------------
CUSIP No. 338488109 13G Page 3 of 10 Pages
- ------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel S. Loeb
- ---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
0
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,200,000
OWNED BY ------ ----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH ------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,200,000
- ---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,200,000
- ---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
- ---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2%
- ---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
- ---------- ---------------------------------------------------------------------
- ------------------- ------------------
CUSIP No. 338488109 13G Page 4 of 10 Pages
- ------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Third Point Offshore Fund, Ltd.
- ---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- -------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
0
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,413,500
OWNED BY ------ ----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH ------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,413,500
- ---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,413,500
- ---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
- ---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
- ---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
- ---------- ---------------------------------------------------------------------
Item 1(a): Name of Issuer:
- --------- --------------
The name of the issuer is Flamel Technologies S.A., a societe anonyme
formed under the laws of the Republic of France (the "Company").
Item 1(b): Address of Issuer's Principal Executive Offices:
- --------- -----------------------------------------------
The Company's principal executive office is located at Parc Club du Moulin
a Vent, 33 avenue du Docteur Georges Levy, 69693 Venissieux Cedex, France.
Item 2(a): Name of Person Filing:
- --------- ---------------------
This Schedule 13G is filed by:
(i) Third Point LLC, a Delaware limited liability company (the
"Management Company"), which serves as investment manager or adviser
to a variety of hedge funds and managed accounts (such funds and
accounts, collectively, the "Funds"), with respect to the Ordinary
Shares (as defined in Item 2(d)) directly owned by the Funds, in the
form of American Depositary Shares ("ADSs"), each representing one
Ordinary Share and evidenced by American Depositary Receipts; and
(ii) Mr. Daniel S. Loeb ("Mr. Loeb"), who is the Chief Executive Officer
of the Management Company and controls its business activities, with
respect to the Ordinary Shares indirectly beneficially owned by Mr.
Loeb by virtue of such position.
(iii) Third Point Offshore Fund, Ltd., a Cayman Islands limited liability
exempted company (the "Offshore Fund") which invests and trades in
securities, with respect to the Ordinary Shares directly held by it,
in the form of American Depositary Shares, each representing one
Ordinary Share and evidenced by American Depositary Receipts.
The Management Company, Mr. Loeb and the Offshore Fund are hereinafter
sometimes collectively referred to as the "Reporting Persons." Any disclosures
herein with respect to persons other than the Reporting persons are made on
information and belief after making inquiry to the appropriate party.
-5-
Item 2(b): Address of Principal Business Office or, if None, Residence:
- --------- -----------------------------------------------------------
The address of the principal business office of the Management Company and
Mr. Loeb is 390 Park Avenue, New York, New York 10022. The address of the
principal business office of the Offshore Fund is c/o Walkers SPV Limited,
Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman
Islands, British West Indies.
Item 2(c): Citizenship:
- --------- -----------
The Management Company is organized as a limited liability company under
the laws of the State of Delaware. Mr. Loeb is a United States citizen. The
Offshore Fund is organized as a limited liability exempted company under the
laws of the Cayman Islands.
Item 2(d): Title of Class of Securities:
- --------- ----------------------------
Ordinary Shares, nominal value 0.122 Euros per share ("Ordinary Shares").
Item 2(e): CUSIP Number:
- --------- ------------
CUSIP number of the ADSs is 338488109. There is no CUSIP number that
corresponds to the Ordinary Shares.
Item 3: If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b)
- ------ -----------------------------------------------------------------
or (c), check whether the person filing is a:
--------------------------------------------
A. [ ] Broker or dealer registered under Section 15 of the Act,
B. [ ] Bank as defined in Section 3(a)(6) of the Act,
C. [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
D. [ ] Investment Company registered under Section 8 of the Investment
Company Act of 1940,
E. [ ] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
F. [ ] Employee Benefit Plan or Endowment Fund in accordance with
13d-1 (b)(1)(ii)(F),
G. [ ] Parent Holding Company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G),
H. [ ] Savings Association as defined in Section 3(b) of the Federal
Deposit Insurance Act,
I. [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940,
J. [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
-6-
Item 4: Ownership:
- ------ ---------
The beneficial ownership of Ordinary Shares by the Reporting Persons, as of
the date of this Schedule 13G, is as follows:
A. Third Point LLC
---------------
(a) Amount beneficially owned: 2,200,000
(b) Percent of class: 9.2%. The percentages used herein and in the rest
of this Schedule 13G are calculated based upon the 23,990,590 Ordinary Shares
issued and outstanding, as reported in the Company's Annual Report on Form 20-F
for the fiscal year ended December 31, 2006.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 2,200,000
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 2,200,000
B. Daniel S. Loeb
--------------
(a) Amount beneficially owned: 2,200,000
(b) Percent of class: 9.2%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 2,200,000
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 2,200,000
C. Third Point Offshore Fund, Ltd.
-------------------------------
(a) Amount beneficially owned: 1,413,500
(b) Percent of class: 5.9%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,413,500
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 1,413,500
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: [ ]
Item 6: Ownership of More than Five Percent on Behalf of Another Person:
- ------ ---------------------------------------------------------------
Other than as set forth herein, no other person has the right to receive or the
power to direct the receipt of dividends from, or proceeds from the sale of, in
excess of 5% of the total outstanding Ordinary Shares.
-7-
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 the Group:
- ------ ---------------------------------------------------------
Not applicable.
Item 9: Notice of Dissolution of Group:
- ------ ------------------------------
Not applicable.
Item 10: Certification:
- ------- -------------
Each of the Reporting Persons hereby makes the following 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.
[Signatures on following page]
-8-
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: July 16, 2007
THIRD POINT LLC
By: Daniel S. Loeb, Chief Executive Officer
By: /s/ Justin Nadler
-----------------------------------------
Name: Justin Nadler
Title: Attorney-in-Fact
THIRD POINT OFFSHORE FUND, LTD.
By: Daniel S. Loeb, Director
By: /s/ Justin Nadler
-----------------------------------------
Name: Justin Nadler
Title: Attorney-in-Fact
DANIEL S. LOEB
By: /s/ Justin Nadler
-----------------------------------------
Name: Justin Nadler
Title: Attorney-in-Fact
[SIGNATURE PAGE TO SCHEDULE 13G WITH RESPECT TO
FLAMEL TECHNOLOGIES S.A.]
EXHIBIT INDEX
-------------
Exhibit 99.1: Joint Filing Agreement, dated July 16, 2007, by and between the
Reporting Persons.
Exhibit 99.2: Power of Attorney granted by Mr. Daniel S. Loeb in favor of
James Kelly, Justin Nadler, Zachary Snow and Keith Waller,
dated December 1, 2006.
Exhibit 99.1
------------
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)
----------------------------
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 filing 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. This Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Dated: July 16, 2007
THIRD POINT LLC
By: Daniel S. Loeb, Chief Executive Officer
By: /s/ Justin Nadler
-----------------------------------------
Name: Justin Nadler
Title: Attorney-in-Fact
THIRD POINT OFFSHORE FUND, LTD.
By: Daniel S. Loeb, Director
By: /s/ Justin Nadler
-----------------------------------------
Name: Justin Nadler
Title: Attorney-in-Fact
DANIEL S. LOEB
By: /s/ Justin Nadler
-----------------------------------------
Name: Justin Nadler
Title: Attorney-in-Fact
[JOINT FILING AGREEMENT OF SCHEDULE 13G
WITH RESPECT TO FLAMEL TECHNOLOGIES S.A.]
Exhibit 99.2
------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned hereby constitute and
appoint JAMES KELLY, JUSTIN NADLER, ZACHARY SNOW and KEITH WALLER and each of
them severally, as the true and lawful attorneys and agents of each of the
undersigned, with power to act with or without the others and with full power of
substitution and resubstitution, to execute in the name, place and stead of each
of the undersigned any statement or report, including any amendment to any
statement or report, required to be filed with respect to the undersigned
(whether such filing includes one or more or all of the undersigned) under
Section 13 or Section 16 of the United States Securities Exchange Act of 1934,
as amended, and any rules, regulations and requirements thereunder, including
any forms or statements required to be submitted in connection with any
electronic filing, or any statement or report, including any amendment to any
statement or report, required to be filed with respect to any of the undersigned
under any comparable laws, rules, regulations and requirements of any foreign
jurisdiction, and to file any of the same with the Securities and Exchange
Commission and any other appropriate U.S. and foreign regulatory authorities,
said attorneys and agents having full power and authority to do and perform in
the name and on behalf of any of the undersigned every act necessary to be done
in the premises as fully and as effectually as the undersigned might or could do
in person; and each of the undersigned hereby ratifies and confirms all that
said attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of
December 1, 2006.
/s/ Daniel S. Loeb
-------------------------------------
Daniel S. Loeb
THIRD POINT LLC
By: /s/ Daniel S. Loeb
----------------------------------
Name: Daniel S. Loeb
Title: Chief Executive Officer
THIRD POINT OFFSHORE FUND, LTD.
By: /s/ Daniel S. Loeb
----------------------------------
Name: Daniel S. Loeb
Title: Director
[Additional signatures on following page]
THIRD POINT PARTNERS LP
By: Third Point Advisors LLC, its
General Partner
By: /s/ Daniel S. Loeb
---------------------------------
Name: Daniel S. Loeb
Title: Managing Member
THIRD POINT PARTNERS QUALIFIED LP
By: Third Point Advisors LLC, its
General Partner
By: /s/ Daniel S. Loeb
---------------------------------
Name: Daniel S. Loeb
Title: Managing Member
THIRD POINT ULTRA LTD.
By: Third Point Advisors LLC, its
Investment Manager
By: /s/ Daniel S. Loeb
---------------------------------
Name: Daniel S. Loeb
Title: Chief Executive Officer
LYXOR/THIRD POINT FUND LIMITED
By: Third Point Advisors LLC, its
Investment Manager
By: /s/ Daniel S. Loeb
---------------------------------
Name: Daniel S. Loeb
Title: Chief Executive Officer
[Signatures to Power of Attorney]