Item
1(a).
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Name
of Issuer:
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Impax
Laboratories, Inc.
Item
1(b).
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Address
of Issuer’s Principal Executive
Offices:
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30831
Huntwood Ave.
Hayward,
California 94544
Item
2(a).
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Name
of Person Filing:
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This
statement is jointly filed by Accipiter Life Sciences Fund, LP, a Delaware
limited partnership (“ALSF”), Accipiter Life Sciences Fund (Offshore), Ltd., a
Cayman Islands company (“Offshore”), Accipiter Capital Management, LLC, a
Delaware limited liability company (“Management”), Candens Capital, LLC, a
Delaware limited liability company (“Candens”) and Gabe Hoffman (each of ALSF,
Offshore, Management, Candens and Mr. Hoffman is referred to herein as a
“Reporting Person”). Because Gabe Hoffman is the managing member of
Candens (Gabe Hoffman and Candens are hereinafter referred to as the “Domestic
Controlling Persons”), which in turn is the general partner of ALSF, and because
Gabe Hoffman is the managing member of Management (Gabe Hoffman and Management
are hereinafter referred to as the “Foreign Controlling Persons”), which in turn
is the investment manager of Offshore, the Domestic Controlling Persons and
Foreign Controlling Persons may be deemed, pursuant to Rule 13d-3 of the
Securities Exchange Act of 1934, as amended (the “Act”), to be the beneficial
owners of all shares of Common Stock held by ALSF and Offshore. The
Reporting Persons are filing this joint statement, as they may be considered a
“group” under Section 13(d)(3) of the Act. However, neither the
fact of this filing nor anything contained herein shall be deemed to be an
admission by the Reporting Persons that such a group exists.
Item
2(b).
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Address
of Principal Business Office or, if None,
Residence:
|
The
address of each Reporting Person filing this statement is:
666 5th
Avenue, 35
th
Floor
New York,
New York 10103
ALSF,
Candens and Management are organized under the laws of the State of
Delaware. Offshore is organized under the laws of the Cayman
Islands. Gabe Hoffman is a citizen of the United States of
America.
Item
2(d).
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Title
of Class of Securities:
|
Common
Stock, $0.01 Par Value Per Share
45256B101
Item
3.
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If
This Statement is Filed Pursuant to Rule 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 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)
|
/
/
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
(f)
|
/
/
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
|
|
(g)
|
/
/
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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)
|
/
/
|
A
non-U.S. institution, in accordance with Rule
13d-1(b)(1)(ii)(J);
|
|
(k)
|
/
/
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(K).
|
The
percentages reported herein are calculated based on 60,657,275 shares of Common
Stock, $0.01 par value per share, outstanding as of May 4, 2009, as reported in
the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May
7, 2009.
See Cover
Pages Items 5–11.
Item
5.
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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 [X].
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Not
Applicable
Item
7.
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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.
|
See
Exhibit A to Schedule 13G dated January 22, 2008.
Item
9.
|
Notice
of Dissolution of Group.
|
Not
Applicable
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:
June 30, 2009
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ACCIPITER
LIFE SCIENCES FUND, LP
|
|
|
|
By:
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Candens
Capital, LLC
its
general partner
|
|
|
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By:
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/s/
Gabe Hoffman
|
|
|
Gabe
Hoffman, Managing Member
|
|
ACCIPITER
LIFE SCIENCES FUND (OFFSHORE), LTD.
|
|
|
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By:
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Accipiter
Capital Management, LLC
its
investment manager
|
|
|
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By:
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/s/
Gabe Hoffman
|
|
|
Gabe
Hoffman, Managing Member
|
|
ACCIPITER
CAPITAL MANAGEMENT, LLC
|
|
|
|
By:
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/s/
Gabe Hoffman
|
|
|
Gabe
Hoffman, Managing Member
|
|
CANDENS
CAPITAL, LLC
|
|
|
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By:
|
/s/
Gabe Hoffman
|
|
|
Gabe
Hoffman, Managing Member
|
|
/s/
Gabe Hoffman
|
|
GABE
HOFFMAN
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