UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Oscient Pharmaceuticals Corporation
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
68812R303
(CUSIP Number)
November 25, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
----------------
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for 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).
Page 1 of 10 Pages
CUSIP No. 68812R303 13G Page 2 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
Highbridge International LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions) (a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
2,317,877 shares of Common Stock
$9,238,000 aggregate principal amount of 12.50% Convertible
Guaranteed Senior Notes due 2011 convertible into 8,398,181
shares of Common Stock (See Item 4(a))
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,317,877 shares of Common Stock
$9,238,000 aggregate principal amount of 12.50% Convertible
Guaranteed Senior Notes due 2011 convertible into 8,398,181
shares of Common Stock (See Item 4(a))
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,317,877 shares of Common Stock
$9,238,000 aggregate principal amount of 12.50% Convertible
Guaranteed Senior Notes due 2011 convertible into 8,398,181 shares
of Common Stock (See Item 4(a))
--------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
[ ]
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99% (See Item 4)
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(12) TYPE OF REPORTING PERSON (See instructions)
OO
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CUSIP No. 68812R303 13G Page 3 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
Highbridge Capital Management, LLC
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions) (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
2,317,877 shares of Common Stock
$9,238,000 aggregate principal amount of 12.50% Convertible
Guaranteed Senior Notes due 2011 convertible into 8,398,181
shares of Common Stock (See Item 4(a))
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,317,877 shares of Common Stock
$9,238,000 aggregate principal amount of 12.50% Convertible
Guaranteed Senior Notes due 2011 convertible into 8,398,181
shares of Common Stock (See Item 4(a))
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,317,877 shares of Common Stock
$9,238,000 aggregate principal amount of 12.50% Convertible
Guaranteed Senior Notes due 2011 convertible into 8,398,181 shares
of Common Stock (See Item 4(a))
--------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
[ ]
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99% (See Item 4)
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (See instructions)
OO
--------------------------------------------------------------------------------
CUSIP No. 68812R303 13G Page 4 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
Glenn Dubin
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions) (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
2,317,877 shares of Common Stock
$9,238,000 aggregate principal amount of 12.50% Convertible
Guaranteed Senior Notes due 2011 convertible into 8,398,181
shares of Common Stock (See Item 4(a))
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,317,877 shares of Common Stock
$9,238,000 aggregate principal amount of 12.50% Convertible
Guaranteed Senior Notes due 2011 convertible into 8,398,181
shares of Common Stock (See Item 4(a))
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,317,877 shares of Common Stock
$9,238,000 aggregate principal amount of 12.50% Convertible
Guaranteed Senior Notes due 2011 convertible into 8,398,181 shares
of Common Stock (See Item 4(a))
--------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
[ ]
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99% (See Item 4)
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (See instructions)
IN
--------------------------------------------------------------------------------
CUSIP No. 68812R303 13G Page 5 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
Henry Swieca
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions) (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
2,317,877 shares of Common Stock
$9,238,000 aggregate principal amount of 12.50% Convertible
Guaranteed Senior Notes due 2011 convertible into 8,398,181
shares of Common Stock (See Item 4(a))
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,317,877 shares of Common Stock
$9,238,000 aggregate principal amount of 12.50% Convertible
Guaranteed Senior Notes due 2011 convertible into 8,398,181
shares of Common Stock (See Item 4(a))
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,317,877 shares of Common Stock
$9,238,000 aggregate principal amount of 12.50% Convertible
Guaranteed Senior Notes due 2011 convertible into 8,398,181 shares
of Common Stock (See Item 4(a))
--------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
[ ]
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99% (See Item 4)
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (See instructions)
IN
--------------------------------------------------------------------------------
CUSIP No. 68812R303 13G Page 6 of 10 Pages
This Amendment No. 2 (this "Amendment") amends the statement on Schedule 13G
filed on May 15, 2007 (the "Original Schedule 13G"), as amended by Amendment No.
1 filed on February 16, 2008 (the Original Schedule 13G as amended, the
"Schedule 13G") with respect to shares of common stock par value $0.10 per share
(the "Common Stock") of Oscient Pharmaceuticals Corporation, a Massachusetts
corporation (the "Company"). Capitalized terms used herein and not otherwise
defined in this Amendment have the meanings set forth in the Schedule 13G. This
Amendment amends and restates Items 2(a), 2(b), 2(c), 4 and 5 in their entirety
as set forth below.
Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office
Item 2(c). Citizenship
HIGHBRIDGE INTERNATIONAL LLC
c/o Harmonic Fund Services
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: State of Delaware
GLENN DUBIN
c/o Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: United States
HENRY SWIECA
c/o Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: United States
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
The Company consummated a tender offer (the "Tender Offer") on November
25, 2008 to exchange each $1,000 principal amount of 3.50% Convertible Senior
Notes (the "Existing Notes") that were tendered by the holders for (i) $400
principal amount of 12.50% Convertible Guaranteed Senior Notes due 2011 (the
"New Notes") and (ii) 100 shares of Common Stock. Highbridge International LLC
tendered $23,097,000 principal amount of Existing Notes and received in exchange
therefor from the Company $9,238,000 principal amount of New Notes and 2,310,456
shares of Common Stock. The New Notes are convertible into 8,398,181 shares of
Common Stock. However, pursuant to an agreement by and between the Company and
Highbridge International LLC effective as of the receipt of the New Notes,
CUSIP No. 68812R303 13G Page 7 of 10 Pages
Highbridge International LLC can only convert the New Notes to the extent such
conversion would not cause the Reporting Persons to beneficially own, after any
such conversion, more than 9.99% of the outstanding shares of Common Stock (the
"Blocker"). Therefore, as of the date of this filing, after giving effect to the
Blocker (i) Highbridge International LLC beneficially owns 3,947,518 shares of
Common Stock, including 2,317,877 shares of Common Stock and 1,629,641 shares of
Common Stock issuable upon conversion of the New Notes and (ii) each of
Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca may be deemed
to beneficially own the 3,947,518 shares of Common Stock, including 2,317,877
shares of Common Stock and 1,629,641 shares of Common Stock issuable upon
conversion of the New Notes. In addition to the foregoing, Highbridge
International LLC may be deemed to own warrants to purchase 161,917 shares of
Common Stock. However, pursuant to the terms of these warrants, the warrants
cannot be exercised until such time as its holders would not beneficially own,
after such exercise, more than 4.99% of the outstanding shares of Common Stock.
Highbridge Capital Management, LLC is the trading manager of
Highbridge International LLC. Glenn Dubin is the Chief Executive Officer of
Highbridge Capital Management, LLC. Henry Swieca is the Chief Investment Officer
of Highbridge Capital Management, LLC. The foregoing should not be construed in
and of itself as an admission by any Reporting Person as to beneficial ownership
of the shares of Common Stock owned by another Reporting Person. In addition,
each of Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca
disclaims beneficial ownership of the shares of Common Stock owned by Highbridge
International LLC.
(b) Percent of class:
The Company's Quarterly Report for the quarterly period ended September
30, 2008 filed on Form 10-Q on November 10, 2008, indicates there were
14,256,628 shares of Common Stock outstanding as of November 3, 2008. In
addition, the Company indicated in a Current Report on Form 8-K filed on
November 28, 2008 that it issued an additional 21,310,549 shares of Common Stock
in the Tender Offer. Therefore, based on the Company's total outstanding shares
of Common Stock and the shares of Common Stock issuable upon the conversion of
the New Notes (subject to the Blocker), (i) Highbridge International LLC
beneficially owns 9.99% of the outstanding shares of Common Stock of the Company
and (ii) each of Highbridge Capital Management LLC, Glenn Dubin and Henry Swieca
may be deemed to beneficially own 9.99% of the outstanding shares of Common
Stock of the Company. The foregoing should not be construed in and of itself as
an admission by any Reporting Person as to beneficial ownership of shares of
Common Stock owned by another Reporting Person.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
See Item 4(a)
(iii) Sole power to dispose or to direct the disposition of
0
CUSIP No. 68812R303 13G Page 8 of 10 Pages
(iv) Shared power to dispose or to direct the
disposition of
See Item 4(a)
Item 5. Ownership of Five Percent or Less of a Class
As of the date hereof Smithfield Fiduciary LLC no longer beneficially
owns any shares of Common Stock of the Company and has ceased to be a Reporting
Person with respect to the shares of Common Stock.
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of December 2, 2008, by and among
Highbridge International LLC, Highbridge Capital Management, LLC, Glenn Dubin
and Henry Swieca.
CUSIP No. 68812R303 13G Page 9 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: December 2, 2008
HIGHBRIDGE INTERNATIONAL LLC SMITHFIELD FIDUCIARY LLC
By: Highbridge Capital Management, LLC By: Highbridge Capital Management, LLC
its Trading Manager Its Trading Manager
By: /s/ John Oliva By: /s/ John Oliva
----------------------------- -----------------------------
Name: John Oliva Name: John Oliva
Title: Managing Director Title: Managing Director
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
/s/ Glenn Dubin
-----------------------------
GLENN DUBIN
By: /s/ John Oliva
-----------------------------
Name: John Oliva
Title: Managing Director
/s/ Henry Swieca
-----------------------------
HENRY SWIECA
CUSIP No. 68812R303 13G Page 10 of 10 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the Common
Shares, $0.10 par value, of Oscient Pharmaceuticals Corporation, is being filed,
and all amendments thereto will be filed, on behalf of each of the persons and
entities named below in accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated as of December 2, 2008
HIGHBRIDGE INTERNATIONAL LLC HIGHBRIDGE CAPITAL MANAGEMENT, LLC
By: Highbridge Capital Management, LLC
its Trading Manager
By: /s/ John Oliva
------------------------------
By: /s/ John Oliva Name: John Oliva
------------------------------ Title: Managing Director
Name: John Oliva
Title: Managing Director
/s/ Henry Swieca /s/ Glenn Dubin
------------------------------ ------------------------------
HENRY SWIECA GLENN DUBIN