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1. Name and Address of Reporting Person
*
Visium Asset Management, LP
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2. Issuer Name
and
Ticker or Trading Symbol
ZILA INC
[
ZILA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Disclaimed Group
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(Last)
(First)
(Middle)
950 THIRD AVENUE, 29TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/31/2008
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Explanation of Responses:
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(
1)
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Represents 158,034 shares of common stock, $0.01 par value per share ("Common Stock"), of Zila, Inc., a Delaware corporation (the "Issuer"), received by Visium Balanced Fund, LP, a Delaware limited partnership ("VBF"), 48,677 shares of Common Stock received by Visium Long Bias Fund, LP, a Delaware limited partnership ("VLBF"), 263,166 shares of Common Stock received by Visium Balanced Offshore Fund, Ltd., a Cayman Islands exempted company ("VBOF"), 184,446 shares of Common Stock received by Visium Long Bias Offshore Fund, Ltd., a Cayman Islands exempted company ("VLBOF"), and 42,253 shares of Common Stock received by a separately managed account held by Atlas Master Fund, Ltd., ("AMF"). VBF, VLBF, VBOF, VLBOF and AMF received the Common Stock as payment-in-kind interest on the 7% Second Amended and Restated Senior Secured Convertible Note ("Note") held by each of VBF, VLBF, VLBOF and AMF.
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(
2)
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As of July 31, 2008, (A) VBF owned 1,004,956 shares of Common Stock and a Note in the aggregate principal amount of $1,701,546, which is convertible into 773,430 shares of Common Stock at a conversion rate of $2.20 per share, (B) VLBF owned 318,434 shares of Common Stock and a Note in the aggregate principal amount of $524,113, which is convertible into 238,233 shares of Common Stock at a conversion rate of $2.20 per share, (C) VBOF owned 1,633,270 shares of Common Stock and a Note in the aggregate principal amount of $2,833,486, which is convertible into 1,287,948 shares of Common Stock at a conversion rate of $2.20 per share; (D) VLBOF owned 1,207,842 shares of Common Stock and a Note in the aggregate principal amount of $1,985,896, which is convertible into 902,680 shares of Common Stock at a conversion rate of $2.20 per share, and
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(
3)
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(E) AMF owned 280,171 shares of Common Stock and a Note in the aggregate principal amount of $454,960, which is convertible into 206,800 shares of Common Stock at a conversion rate of $2.20 per share. The Notes are immediately convertible into shares of Common Stock. The Notes permit the Issuer, at its option, to pay interest in cash equal to an interest rate of 7% per annum or Common Stock equal to an interest rate of 8% per annum.
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(
4)
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Visium Asset Management, LP, a Delaware limited partnership, is the investment manager of VBF, VLBF, VBOF and VLBOF. Visium Asset Management, LP also served as a sub-advisor of AMF with respect to the separately managed account. Visium Capital Management, LLC, a Delaware limited liability company, is the General Partner of VBF and VLBF (VBF, VLBF, VBOF, VLBOF and AMF, collectively, the "Investors"). Jacob Gottlieb is the principal of Visium Asset Management, LP and sole managing member of Visium Capital Management, LLC and has voting and investment power over the securities held by the Investors as reported in this Form 4. Thus, for the purposes of Reg. Section 240.13d-3, the Investors, Visium Asset Management, LP, Visium Capital Management, LLC and/or Jacob Gottlieb may be deemed to be beneficial owners of more than 10% of the shares of Common Stock.
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(
5)
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Each of Visium Asset Management, LP, Visium Capital Management, LLC and Jacob Gottlieb disclaims beneficial ownership of the securities of the Issuer held by the Investors, except to the extent of such person's pecuniary interest in the Investors, if any. Each of the Investors disclaims beneficial ownership of the securities of the Issuer held by the other Investors, except to the extent of such Investor's pecuniary interest in the other Investors, if any. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement.
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(
6)
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A cash interest payment of approximately $151,666 would have been expected in lieu of the shares reported in this Form 4 pursuant to the terms of the Notes held by each of the Investors.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Visium Asset Management, LP
950 THIRD AVENUE
29TH FLOOR
NEW YORK, NY 10022
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X
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Disclaimed Group
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Visium Capital Management, LLC
950 THIRD AVENUE
29TH FLOOR
NEW YORK, NY 10022
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Disclaimed Group
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Visium Balanced Fund LP
950 THIRD AVENUE
29TH FLOOR
NEW YORK, NY 10022
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Disclaimed Group
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VISIUM LONG BIAS FUND L P
950 THIRD AVENUE
29TH FLOOR
NEW YORK, NY 10022
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Disclaimed Group
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Visium Long Bias Offshore Fund, Ltd.
P.O. BOX 2681GT, CENTURY YARD, 4TH FLOOR
CRICKET SQUARE, HUTCHINS DRIVE
GRAND CAYMAN, E9
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Disclaimed Group
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VISIUM BALANCED OFFSHORE FUND LTD
P.O. BOX 2681GT, CENTURY YARD, 4TH FLOOR
CRICKET SQUARE, HUTCHINS DRIVE
GRAND CAYMAN, E9
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Disclaimed Group
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Jacob Gottlieb
950 THIRD AVENUE
29TH FLOOR
NEW YORK, NY 10022
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Disclaimed Group
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Signatures
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/s/ Mark Gottlieb, Mark Gottlieb, Authorized Signatory of Visium Asset Management, LP
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8/19/2008
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**
Signature of Reporting Person
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Date
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/s/ Mark Gottlieb, Mark Gottlieb, Authorized Signatory of Visium Capital Management, LLC
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8/19/2008
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**
Signature of Reporting Person
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Date
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/s/ Mark Gottlieb, Mark Gottlieb, Authorized Signatory of Visium Capital Management, LLC, the general partner of Visium Balanced Fund, LP
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8/19/2008
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**
Signature of Reporting Person
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Date
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/s/ Mark Gottlieb, Mark Gottlieb, Authorized Signatory of Visium Capital Management, LLC, the general partner of Visium Long Bias Fund, LP
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8/19/2008
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**
Signature of Reporting Person
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Date
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/s/ Mark Gottlieb, Mark Gottlieb, Authorized Signatory of Visium Balanced Offshore Fund, Ltd.
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8/19/2008
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**
Signature of Reporting Person
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Date
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/s/ Mark Gottlieb, Mark Gottlieb, Authorized Signatory of Visium Long Bias Offshore Fund, Ltd.
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8/19/2008
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**
Signature of Reporting Person
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Date
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/s/ Mark Gottlieb, Mark Gottlieb, Attorney-in-fact for Jacob Gottlieb
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8/19/2008
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**
Signature of Reporting Person
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Date
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