- Amended Statement of Beneficial Ownership (SC 13D/A)
December 24 2008 - 10:51AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 1)
1
Neurobiological
Technologies, Inc.
(Name of
Issuer)
(Title of
Class of Securities)
Megan
Coyle
BVF
Partners L.P.
900
North Michigan Avenue
Suite
1100
Chicago,
Illinois 60611
(312)
506-6500
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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
§ 240.13d-7 for
other parties to whom copies are to be sent.
_______________
1
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
(“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
).
|
1
|
NAME
OF REPORTING PERSON
Biotechnology
Value Fund, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
1
|
NAME
OF REPORTING PERSON
Biotechnology
Value Fund II, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
1
|
NAME
OF REPORTING PERSON
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
|
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
1
|
NAME
OF REPORTING PERSON
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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
OO
|
|
1
|
NAME
OF REPORTING PERSON
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
|
|
14
|
TYPE
OF REPORTING PERSON
PN,
HC
|
|
1
|
NAME
OF REPORTING PERSON
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
|
|
14
|
TYPE
OF REPORTING PERSON
CO,
HC
|
The
following constitutes Amendment No. 1 to the Schedule 13D filed by the
undersigned (“Amendment No. 1”). This Amendment No. 1 amended the
Schedule 13D as specifically set forth.
ITEM
4. Purpose of Transaction
Item 4 is
hereby amends to add the following:
On
December 23, 2008, BVF sent a letter to the Issuer expressing its disappointment
in learning of the Data Safety Monitoring Board’s recent conclusion that the
Issuer’s Viprinex trial in ischemic stroke was highly unlikely to
succeed. The letter continues with BVF’s strong belief that,
following such a development, the Issuer’s Board of Directors (the “Board”) must
now exercise its fiduciary duty to shareholders by winding up the Issuer in
order to return cash to shareholders as quickly and efficiently as
possible. The letter explains that costs associated with a
liquidation could be limited by immediate, decisive action because the Issuer’s
remaining assets are financial and passive in nature requiring negligible
activity to manage.
The
letter calls on the Board to take immediate action to maximize shareholder value
by returning capital to shareholders, consistent with its fiduciary duties, and
to refrain from engaging investment bankers or other advisors (except for the
sole purpose of winding up the company), whose self-interests would likely lead
to a further drain of capital. The Reporting Persons encourage other
shareholders to contact the Board with their concerns regarding the use of the
Issuer’s remaining assets.
ITEM
7. Material to be filed as Exhibits
Item 7 is
hereby amended to add the following exhibit:
Exhibit
99.1: Joint Filing Agreement on behalf of the Reporting
Persons.
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: December
23, 2008
|
|
|
BIOTECHNOLOGY
VALUE FUND, L.P.*
|
|
|
By:
|
BVF
Partners L.P., its general partner
|
|
|
|
By:
|
BVF
Inc., its general partner
|
|
|
|
|
By:
|
/s/MARK
N. LAMPERT
|
|
|
|
|
|
Mark
N. Lampert
President
|
|
|
BIOTECHNOLOGY
VALUE FUND II, L.P.*
|
|
|
By:
|
BVF
Partners L.P., its general partner
|
|
|
|
By:
|
BVF
Inc., its general partner
|
|
|
|
|
By:
|
/s/MARK
N. LAMPERT
|
|
|
|
|
|
Mark
N. Lampert
President
|
|
|
BVF
INVESTMENTS, L.L.C.*
|
|
|
By:
|
BVF
Partners L.P., its manager
|
|
|
|
By:
|
BVF
Inc., its general partner
|
|
|
|
|
By:
|
/s/MARK
N. LAMPERT
|
|
|
|
|
|
Mark
N. Lampert
President
|
|
|
INVESTMENT
10, L.L.C.*
|
|
|
By:
|
BVF
Partners L.P., its investment manager
|
|
|
|
By:
|
BVF
Inc., its general partner
|
|
|
|
|
By:
|
/s/MARK
N. LAMPERT
|
|
|
|
|
|
Mark
N. Lampert
President
|
|
|
BVF
PARTNERS L.P. *
|
|
|
By:
|
BVF
Inc., its general partner
|
|
|
|
By:
|
/s/MARK
N. LAMPERT
|
|
|
|
|
Mark
N. Lampert
President
|
|
|
BVF
INC.*
|
|
|
|
By:
|
/s/MARK
N. LAMPERT
|
|
|
|
Mark
N. Lampert
President
|
*The
Reporting Person disclaims beneficial ownership except to the extent of its
pecuniary interest therein.
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