Flamel Technologies S.A.
|
(Name of Issuer)
Ordinary Shares
|
(Title of Class of Securities)
338488109
|
(CUSIP Number)
|
James E. Flynn
Deerfield Capital, L.P.
780 Third Avenue, 37th Floor
New York, New York 10017
(212) 551-1600
With a copy to:
Mark I. Fisher, Esq.
Elliot Press, Esq.
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, New York 10022
(212) 940-8800
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 5, 2011
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 338488109
|
Page 2 of 12 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Capital, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
532,712 (1)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
532,712 (1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
532,712 (1)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.16%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 338488109
|
Page 3 of 12 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Special Situations Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
532,712
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
532,712
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
532,712
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.16%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 338488109
|
Page 4 of 12 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Management Company, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
726,655 (2)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
726,655 (2)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
726,655 (2)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.95%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 338488109
|
Page 5 of 12 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Special Situations Fund International Limited
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
726,655
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
726,655
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
726,655
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.95%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 338488109
|
Page 6 of 12 Pages
|
1
|
NAME OF REPORTING PERSONS
James E. Flynn
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,259,367 (3)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
1,259,367 (3)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,259,367 (3)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.11%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
(a)
|
This Statement is filed as a joint statement pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) by the Reporting Persons.
|
(b)
|
The address of the principal business and/or principal office of Deerfield Capital, Deerfield Special Situations Fund, Deerfield Management and Flynn is 780 Third Avenue, 37th Floor, New York, New York 10017. The address of the principal business and/or principal office of Deerfield Special Situations International is c/o Citi Hedge Fund Services (B.V.I.) Ltd., Bison Court, Columbus Centre, P.O. Box 3460, Road Town, Tortola, D8, British Virgin Islands.
|
(c)
|
Flynn is the sole member of the general partner of each of Deerfield Capital and Deerfield Management. Deerfield Capital is the general partner of Deerfield Special Situations Fund, and Deerfield Management is the investment manager of Deerfield Special Situations International. Deerfield Special Situations Fund and Deerfield Special Situations International purchase, hold and sell securities and other investment products. Schedule A hereto sets forth information regarding persons referred in Instruction C to Schedule 13D.
|
(d)
|
During the last five years, none of the Reporting Persons, nor, to the best of each of the Reporting Person’s knowledge, any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
(e)
|
During the last five years, none of the Reporting Persons, nor, to the best of each of the Reporting Person’s knowledge, any of the persons listed on Schedule A attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
(f)
|
Deerfield Capital, Deerfield Special Situations Fund and Deerfield Management are each organized under the laws of Delaware. Deerfield Special Situations International is organized under the laws of the British Virgin Islands. Flynn is a citizen of the United States of America.
|
(1)
|
Reporting Persons
|
(2)
|
Deerfield Capital
|
(3)
|
Deerfield Special Situations Fund
|
(4)
|
Deerfield Management
|
(5)
|
Deerfield Special Situations International
|
(6)
|
Flynn
|
Number of shares:
|
1,259,367 (comprised of shares held by Deerfield Special Situations Fund and Deerfield Special Situations International)
|
(1)
|
Deerfield Capital
|
(2)
|
Deerfield Special Situations Fund
|
(3)
|
Deerfield Management
|
(4)
|
Deerfield Special Situations International
|
(5)
|
Flynn
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
Exhibit 99.1
|
Joint Filing Agreement dated as of December 5, 2011 by and among the Reporting Persons.*
|
Exhibit 99.2
|
Power of Attorney (incorporated by reference to Exhibit C to the Schedule 13G for Hi-Tech Pharmacal Co., Inc. filed with the Commission on July 13, 2010 by Deerfield Capital L.P.; Deerfield Partners, L.P.; Deerfield Management Company, L.P.; Deerfield International Limited; Deerfield Special Situations Fund, L.P.; Deerfield Special Situations Fund International Limited; and James E. Flynn).
|
|
* Filed herewith.
|
DEERFIELD CAPITAL, L.P.
|
|||
By:
|
J.E. Flynn Capital LLC, General Partner | ||
By:
|
/s/ Darren Levine | ||
Name:
|
Darren Levine | ||
Title:
|
Attorney-in-Fact
|
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
|
|||
By:
|
Deerfield Capital, L.P., General Partner | ||
By:
|
J.E. Flynn Capital LLC, General Partner | ||
By:
|
/s/ Darren Levine | ||
Name:
|
Darren Levine | ||
Title:
|
Attorney-in-Fact
|
DEERFIELD MANAGEMENT COMPANY, L.P.
|
|||
By:
|
Flynn Management LLC, General Partner | ||
By:
|
/s/ Darren Levine | ||
Name:
|
Darren Levine | ||
Title:
|
Attorney-in-Fact
|
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL, LIMITED
|
|||
By:
|
/s/ Darren Levine | ||
Name:
|
Darren Levine | ||
Title:
|
Attorney-in-Fact
|
||
JAMES E. FLYNN
|
|||
/s/ Darren Levine
|
|||
Darren Levine, Attorney-in-Fact
|
DEERFIELD CAPITAL, L.P.
|
||
By:
|
J.E. Flynn Capital LLC, General Partner | |
By:
|
/s/ Darren Levine | |
Darren Levine, Attorney-In-Fact
|
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner | |
By:
|
J.E. Flynn Capital LLC, General Partner | |
By:
|
/s/ Darren Levine | |
Darren Levine, Attorney-In-Fact
|
DEERFIELD MANAGEMENT COMPANY, L.P.
|
||
By:
|
Flynn Management LLC, General Partner | |
By:
|
/s/ Darren Levine | |
Darren Levine, Attorney-In-Fact
|
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
|
||
By:
|
/s/ Darren Levine | |
Darren Levine, Attorney-In-Fact
|
||
JAMES E. FLYNN
|
||
/s/ Darren Levine
|
||
Darren Levine, Attorney-in-Fact
|