UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities and Exchange Act of 1934
(Amendment
No. 6)*
FLAMEL
TECHNOLOGIES, S.A.
(Name
of Issuer)
Ordinary
Shares, 0.122 Euros per Ordinary Share
(Title
of Class of Securities)
338488
10 9
(CUSIP
Number)
December 31,
2009
(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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*
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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 the 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).
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CUSIP
No. 338488
10 9
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13G
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Page
2 of 9 Pages
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1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
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| Knoll Capital Management, LP | ||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)o
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(b)x
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||
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Joint
Filer
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||
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3
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SEC
USE ONLY
|
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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||
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5
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SOLE
VOTING POWER
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NUMBER
OF
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0
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|
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SHARES
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6
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SHARED
VOTING POWER
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BENEFICIALLY
OWNED
BY
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879,241
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EACH
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7
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SOLE
DISPOSITIVE POWER
|
|
REPORTING
PERSON
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0
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|
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WITH
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8
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SHARED
DISPOSITIVE POWER
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|
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879,241
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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879,241
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||
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.5%
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||
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12
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TYPE
OF REPORTING PERSON*
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PN
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||
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CUSIP
No. 338488
10 9
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13G
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Page 3
of 9 Pages
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1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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Fred
Knoll
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||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)o
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(b)x
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||
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Joint
Filer
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||
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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USA
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||
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5
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SOLE
VOTING POWER
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NUMBER
OF
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0
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SHARES
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6
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SHARED
VOTING POWER
|
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BENEFICIALLY
OWNED
BY
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879,241
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|
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EACH
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7
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SOLE
DISPOSITIVE POWER
|
|
REPORTING
PERSON
|
0
|
|
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WITH
|
8
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SHARED
DISPOSITIVE POWER
|
|
|
879,241
|
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
879,241
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||
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10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.5%
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||
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12
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TYPE
OF REPORTING PERSON*
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IN
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CUSIP
No. 338488
10 9
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13G
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Page 4
of 9 Pages
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1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
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Europa
International, Inc.
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||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)o
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(b)x
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||
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Joint
Filer
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||
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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British
Virgin Islands
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||
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5
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SOLE
VOTING POWER
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NUMBER
OF
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0
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SHARES
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6
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SHARED
VOTING POWER
|
|
BENEFICIALLY
OWNED
BY
|
879,241
|
|
|
EACH
|
7
|
SOLE
DISPOSITIVE POWER
|
|
REPORTING
PERSON
|
0
|
|
|
WITH
|
8
|
SHARED
DISPOSITIVE POWER
|
|
|
879,241
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
879,241
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
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3.5%
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||
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12
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TYPE
OF REPORTING PERSON*
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CO
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CUSIP
No. 338488 10 9
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13G
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Page 5 of 9
Pages
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Item 1(a).
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Name
of Issuer
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Flamel Technologies, S.A. (the
“Issuer”)
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Item 1(b).
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Address
of Issuer’s Principal Executive
Offices
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Parc Club
du Moulin à Vent
33 avenue
du Dr. Georges Levy
69693
Vénissieux Cedex France
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Item 2(a).
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Name
of Persons Filing
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Knoll
Capital Management LP (“KCMLP”)
Fred
Knoll (“Knoll”)
Europa
International, Inc. (“Europa”)
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Item 2(b).
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Address
of Principal Business Office or, if none,
Residence
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The
principal business address for each of KCMLP, Knoll and Europa is 1114 Avenue of
the Americas, 45th Floor,
New York, New York 10036.
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Item 2(c).
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Citizenship
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KCMLP is
a limited partnership formed and existing under the laws of the State of
Delaware.
Knoll is
a citizen of the United States.
Europa is
a company organized under the laws of the British Virgin Islands.
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Item 2(d).
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Title
of Class of Securities
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This
statement on Schedule 13G is being filed with respect to the French Ordinary
Shares, nominal value 0.122 Euros per share represented by American Depositary
Shares (“Ordinary Shares”) of the Issuer.
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Item
2(e).
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CUSIP
Number
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338488 10
9
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CUSIP
No. 338488 10 9
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13G
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Page 6 of 9
Pages
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Item 3.
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If this statement is filed
pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a: Not
applicable.
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(a)
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¨
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o);
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(b)
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¨
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
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(c)
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¨
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c);
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(d)
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¨
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8);
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(e)
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¨
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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¨
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A
non-U.S. institution, in accordance with
§240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in
accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
___________________________.
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Item
4.
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Ownership.
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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:
Each of
Europa, KCMLP and Knoll beneficially own 879,241 shares of the Issuer’s Ordinary
Shares consisting of (i) 7,941 Ordinary Shares owned by Europa; and
(ii) immediately exercisable call options owned by Europa to purchase 871,300
shares of the Issuer’s Ordinary Shares.
(b) Percent
of class: As of the date hereof (taking into consideration that 24,225,350
Ordinary Shares are issued and outstanding as reported in the Issuer’s Form 6-K
for the month of January 2010 as filed with the Securities and Exchange
Commission on January 15, 2010 and the immediately exercisable call options to
purchase 871,300 shares of the Issuer’s Ordinary Shares):
The
879,241 Ordinary Shares beneficially owned by each of Europa, KCMLP
and Knoll constitute 3.5% of the Ordinary shares outstanding.
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CUSIP
No. 338488 10 9
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13G
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Page 7 of 9
Pages
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(c) Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the
vote: 0
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(ii)
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Shared
power to vote or to direct the
vote:
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KCMLP and
Knoll share the power to vote or direct the vote of those Ordinary Shares owned
by Europa.
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(iii)
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Sole
power to dispose or to direct the disposition of:
0
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(iv)
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Shared
power to dispose or to direct the disposition
of:
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KCMLP and
Knoll share the power to dispose of or direct the disposition of those Ordinary
Shares owned by Europa.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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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 x.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Not Applicable
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company.
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Not
Applicable
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Item
8.
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Identification
and Classification of Members of the
Group.
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Not
Applicable
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Item
9.
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Notice
of Dissolution of Group.
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Not
Applicable
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Item
10.
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Certification
|
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(a)
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The
following certification shall be included if the statement is filed
pursuant to Rule 13d-1(c):
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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.
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CUSIP
No. 338488 10 9
|
13G
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Page 8 of 9
Pages
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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.
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Dated:
January 29, 2010
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EUROPA
INTERNATIONAL, INC.
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By:
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Knoll
Capital Management, LP
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By:
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/s/
Fred Knoll
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Name:
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Fred
Knoll
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Title:
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President
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Dated:
January 29, 2010
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KNOLL
CAPITAL MANAGEMENT, LP
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By:
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/s/
Fred Knoll
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Name:
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Fred
Knoll
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Title:
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President
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Dated:
January 29, 2010
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By:
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/s/
Fred Knoll
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Fred
Knoll
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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).
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CUSIP
No. 338488 10 9
|
13G
|
Page 9 of 9
Pages
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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.
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Dated:
January 29, 2010
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EUROPA
INTERNATIONAL, INC.
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By:
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Knoll
Capital Management, LP
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By:
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/s/
Fred Knoll
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Name:
|
Fred
Knoll
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Title:
|
President
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Dated:
January 29, 2010
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KNOLL
CAPITAL MANAGEMENT, LP
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By:
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/s/
Fred Knoll
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Name:
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Fred
Knoll
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Title:
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President
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Dated:
January 29, 2010
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By:
|
/s/
Fred Knoll
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Fred
Knoll
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