SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. ___)*
BioDelivery Sciences International, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
09060J106
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(CUSIP Number)
Martin D. Sklar, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 21, 2006
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[x].
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
to whom copies are to be sent.
*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
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 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).
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott Associates, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
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
175,230
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
175,230
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,230
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott International, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
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
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
262,845
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
262,845
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,845
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott International Capital Advisors Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
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
262,845
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
262,845
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,845
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. Security and Issuer.
This statement relates to the common stock, $0.001 par value (the "Common
Stock"), of BioDelivery Sciences International, Inc. (the "Issuer"). The
Issuer's principal executive office is located at 2501 Aerial Center Parkway
Suite 205, Morrisville, North Carolina 27560.
ITEM 2. Identity and Background.
(a)-(c) This statement is being filed by Elliott Associates, L.P., a Delaware
limited partnership, and its wholly-owned subsidiaries (collectively,
"Elliott"), Elliott International, L.P., a Cayman Islands limited partnership
("Elliott International"), and Elliott International Capital Advisors Inc., a
Delaware corporation ("EICA" and collectively with Elliott and Elliott
International, the "Reporting Persons"). Paul E. Singer ("Singer"), Elliott
Capital Advisors, L.P., a Delaware limited partnership ("Capital Advisors"),
which is controlled by Singer, and Elliott Special GP, LLC, a Delaware limited
liability company ("Special GP"), which is controlled by Singer, are the general
partners of Elliott. Hambledon, Inc., a Cayman Islands corporation
("Hambledon"), which is also controlled by Singer, is the sole general partner
of Elliott International. EICA is the investment manager for Elliott
International. EICA expressly disclaims equitable ownership of and pecuniary
interest in any shares of Common Stock. Elliott beneficially owns its shares of
Common Stock through its subsidiary, The Liverpool Limited Partnership, a
Bermuda limited partnership.
The Reporting Persons may be deemed to be acting in concert with CDC IV,
LLC, a Delaware limited liability company ("CDC IV"), of which a majority of the
equity (but not a controlling interest) is held by Elliott.
ELLIOTT
The business address of Elliott is 712 Fifth Avenue, 36th Floor, New York,
New York 10019.
The principal business of Elliott is to purchase, sell, trade and invest in
securities.
SINGER
Singer's business address is 712 Fifth Avenue, 36th Floor, New York, New
York 10019.
Singer's principal business is to serve as a general partner of Elliott and
Capital Advisors, as the president of EICA, and as a managing member of Special
GP.
CAPITAL ADVISORS
The business address of Capital Advisors is 712 Fifth Avenue, 36th Floor,
New York, New York 10019.
The principal business of Capital Advisors is the furnishing of investment
advisory services. Capital Advisors also serves as a managing member of Special
GP.
The names, business addresses, and present principal occupation or
employment of the general partners of Capital Advisors are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of Elliott
36th Floor and Capital Advisors;
New York, New York 10019 President of EICA; and a
managing member of Special GP
Braxton 712 Fifth Avenue The principal business of
Associates, Inc. 36th Floor Braxton Associates, Inc. is
New York, New York 10019 serving as general partner
of Capital Advisors
Elliott Asset 712 Fifth Avenue General Partner of Capital
Management LLC 36th Floor Advisors
New York, New York 10019
The name, business address, and present principal occupation or employment
of the sole director and executive officer of Braxton Associates, Inc. are as
follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of Elliott
36th Floor and Capital Advisors and
New York, New York 10019 President of EICA
ELLIOTT SPECIAL GP, LLC
The business address of Special GP is 712 Fifth Avenue, 36th Floor, New
York, New York 10019.
The principal business of Special GP is serving as a general partner of
Elliott.
The names, business address, and present principal occupation or employment
of the managing members of Special GP are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of Elliott
36th Floor and Capital Advisors;
New York, New York 10019 President of EICA; and a
managing member of Special GP
Braxton 712 Fifth Avenue The principal business of
Associates, Inc. 36th Floor Braxton Associates, Inc. is
New York, New York 10019 serving as general partner
of Capital Advisors
Elliott Asset 712 Fifth Avenue General Partner of Capital
Management LLC 36th Floor Advisors
New York, New York 10019
ELLIOTT INTERNATIONAL
The business address of Elliott International is c/o Maples & Calder, P.O.
Box 309, Ugland House, South Church Street, George Town, Cayman Islands, British
West Indies.
The principal business of Elliott International is to purchase, sell, trade
and invest in securities.
The name, business address, and present principal occupation or employment
of the general partner of Elliott International is as follows:
NAME ADDRESS OCCUPATION
Hambledon, Inc. c/o Maples & Calder, P.O. General partner of Elliott
Box 309, Ugland House, South International
Church Street, George Town,
Grand Cayman, Cayman
Islands, British West Indies
HAMBLEDON
The name, business address, and present principal occupation or employment
of the sole director and executive officer of Hambledon are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of Elliott
36th Floor and Capital Advisors;
New York, New York 10019 President of EICA; and a
managing member of Special GP
EICA
The business address of EICA is 712 Fifth Avenue, 36th Floor, New York, New
York 10019.
The principal business of EICA is to act as investment manager for Elliott
International.
The name, business address, and present principal occupation or employment
of the sole director and executive officer of EICA is as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of Elliott
36th Floor and Capital Advisors;
New York, New York 10019 President of EICA; and a
managing member of Special GP
(d) and (e) During the last five years, none of the persons or entities
listed above has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) 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) Mr. Singer is a citizen of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration.
Elliott Working Capital $394,564
Elliott International Working Capital $596,128
ITEM 4. Purpose of Transaction.
Each of Elliott and Elliott International acquired the Common Stock
beneficially owned by it in the ordinary course of its purchasing, selling and
trading in securities. EICA has acted as investment manager to Elliott
International in connection with Elliott International's acquisition of
beneficial ownership of Common Stock.
The Reporting Persons may be deemed to be acting in concert with CDC IV.
CDC IV is a shareholder of the Issuer that beneficially owns approximately 26.3%
of the outstanding shares of Common Stock. CDC is controlled by its manager, CDC
Operations, LLC ("CDC Operations"), and the principals of CDC Operations. For
additional information with respect to CDC IV, please see the Schedule 13D of
CDC IV, last amended on August 22, 2006. The Reporting Persons disclaim any
beneficial ownership with respect to the shares of Common Stock owned by CDC IV.
Depending upon market conditions and other factors that it may deem
material, each of Elliott and Elliott International may purchase additional
shares of Common Stock and/or related securities or may dispose of all or a
portion of the Common Stock or related securities that it now beneficially owns
or may hereafter acquire.
On August 15, 2006, a non-binding letter of intent ("LOI") was sent to the
Issuer proposing certain amendments to the Clinical Development and License
Agreement, by and among Issuer, CDC IV, as successor in interest to Clinical
Development Capital LLC and Arius Pharmaceuticals, Inc. (the "Clinical
Development and License Agreement"). The LOI proposes that CDC IV will provide
Issuer with additional funding for clinical development of BEMA(TM) Fentanyl and
receive, in return for such additional funding, increased fees and royalties
under the Clinical Development and License Agreement, as well as a warrant to
purchase additional shares of the Issuer's common stock. Additionally, as a
condition to amending the Clinical Development and License Agreement, CDC IV
requested that the Issuer replace its current management and that CDC IV receive
a seat on the Issuer's Board of Directors. On August 18, 2006, Issuer rejected
the LOI.
On August 21, 2006, CDC IV and Elliott sent a letter to the Issuer
expressing their dissatisfaction with current operations and management. A copy
of this letter is attached to CDC's Schedule 13D as Exhibit F.
Elliott and Elliott International reserve the right to discuss and/or meet
with management and other shareholders and/or formulate plans or proposals
regarding the Issuer or its securities, including plans or proposals that seek
to remove the Issuer's chief executive officer.
ITEM 5. Interest in Securities of the Issuer.
(a) Elliott beneficially owns 175,230 shares of Common Stock, constituting
1.3% of all of the outstanding shares of Common Stock.
Elliott International and EICA beneficially own an aggregate of 262,845
shares of Common Stock, constituting 1.9% of all of the outstanding shares of
Common Stock.
Collectively, Elliott, Elliott International and EICA beneficially own
438,075 shares of Common Stock constituting 3.1% of all of the outstanding
shares of Common Stock.
(b) Elliott has the power to vote or direct the vote of, and to dispose or
direct the disposition of, the shares of Common Stock beneficially owned by it.
Elliott International has the shared power with EICA to vote or direct the
vote of, and to dispose or direct the disposition of, the shares of Common Stock
owned by Elliott International. Information regarding each of Elliott
International and EICA is set forth in Item 2 of this Schedule 13D and is
expressly incorporated by reference herein.
(c) No transactions with respect to the Common Stock were effected by any
of the Reporting Persons during the past sixty (60) days.
(d) No person other than Elliott has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock beneficially owned by Elliott.
No person other than Elliott International and EICA has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock beneficially owned by Elliott
International and EICA.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Not applicable.
ITEM 7. Material to be Filed as Exhibits.
Exhibit A - Joint Filing Agreement
Exhibit B - Letter to Issuer dated August 21, 2006 sent by Elliott and CDC
IV (see Exhibit F to Schedule 13D/A filed by CDC IV with the Securities and
Exchange Commission on August 22, 2006).
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned each certifies that the information with respect to it set forth in
this statement is true, complete and correct.
Dated: August 23, 2006
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
By: /s/ Elliot Greenberg
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Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
By: /s/ Elliot Greenberg
--------------------
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
By: /s/ Elliot Greenberg
--------------------
Elliot Greenberg
Vice President
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the common stock of BioDelivery Sciences International, Inc. dated
August 23, 2006 is, and any further amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended.
Dated: August 23, 2006
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
By: /s/ Elliot Greenberg
--------------------
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
By: /s/ Elliot Greenberg
--------------------
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
By: /s/ Elliot Greenberg
--------------------
Elliot Greenberg
Vice President