UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Oscient Pharmaceuticals Corporation
(Name of Issuer)
Common Stock, $0.10 par value
(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 purposes 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
GLG Market Neutral Fund
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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
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
$3,600,000 aggregate principal amount of 12.50%
Convertible Guaranteed Senior Notes due 2011
convertible into 3,272,727 Shares
859,539 Shares
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
$3,600,000 aggregate principal amount of 12.50%
Convertible Guaranteed Senior Notes due 2011
convertible into 3,272,727 Shares
859,539 Shares
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
$3,600,000 aggregate principal amount of 12.50% Convertible
Guaranteed Senior Notes due 2011 convertible into 3,272,727
Shares
859,539 Shares
--------------------------------------------------------------------------------
(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)
10.64%
--------------------------------------------------------------------------------
(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
GLG Partners LP
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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 Kingdom
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
$3,600,000 aggregate principal amount of 12.50%
Convertible Guaranteed Senior Notes due 2011
convertible into 3,272,727 Shares
859,539 Shares
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
$3,600,000 aggregate principal amount of 12.50%
Convertible Guaranteed Senior Notes due 2011
convertible into 3,272,727 Shares
859,539 Shares
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
$3,600,000 aggregate principal amount of 12.50% Convertible
Guaranteed Senior Notes due 2011 convertible into 3,272,727
Shares
859,539 Shares
--------------------------------------------------------------------------------
(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)
10.64%
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
PN
--------------------------------------------------------------------------------
CUSIP No. 68812R303 13G Page 4 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
GLG Partners Limited
--------------------------------------------------------------------------------
(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 Kingdom
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
$3,600,000 aggregate principal amount of 12.50%
Convertible Guaranteed Senior Notes due 2011
convertible into 3,272,727 Shares
859,539 Shares
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
$3,600,000 aggregate principal amount of 12.50%
Convertible Guaranteed Senior Notes due 2011
convertible into 3,272,727 Shares
859,539 Shares
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
$3,600,000 aggregate principal amount of 12.50% Convertible
Guaranteed Senior Notes due 2011 convertible into 3,272,727
Shares
859,539 Shares
--------------------------------------------------------------------------------
(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)
10.64%
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
IA, HC
--------------------------------------------------------------------------------
CUSIP No. 68812R303 13G Page 5 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
GLG Partners, Inc.
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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
Delaware
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
$3,600,000 aggregate principal amount of 12.50%
Convertible Guaranteed Senior Notes due 2011
convertible into 3,272,727 Shares
859,539 Shares
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
$3,600,000 aggregate principal amount of 12.50%
Convertible Guaranteed Senior Notes due 2011
convertible into 3,272,727 Shares
859,539 Shares
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
$3,600,000 aggregate principal amount of 12.50% Convertible
Guaranteed Senior Notes due 2011 convertible into 3,272,727
Shares
859,539 Shares
--------------------------------------------------------------------------------
(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)
10.64%
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
CO
--------------------------------------------------------------------------------
CUSIP No. 68812R303 13G Page 6 of 10 Pages
Item 1.
(a) Name of Issuer
Oscient Pharmaceuticals Corporation, a Massachusetts corporation (the
"Company")
(b) Address of Issuer's Principal Executive Offices
1000 Winter Street, Suite 2200
Waltham, Massachusetts 02451
Item 2(a). Name of Person Filing
This statement is filed by the entities and persons listed below, who are
collectively referred to herein as "Reporting Persons," with respect to
Shares (as defined in Item 2(d) below) of the Company:
FUND
(i) GLG Market Neutral Fund, with respect to the Shares held by it.
INVESTMENT MANAGER
(ii) GLG Partners, LP (the "Investment Manager"), with respect to the
Shares held by GLG Market Neutral Fund to which the Investment
Manager serves as investment manager.
GENERAL PARTNER
(iii) GLG Partners Limited (the "General Partner"), which serves as the
general partner of the Investment Manager, with respect to the
Shares held by GLG Market Neutral Fund.
PARENT COMPANY
(iv) GLG Partners, Inc. (the "Parent Company"), which indirectly wholly
owns the General Partner, with respect to the Shares held by GLG
Market Neutral Fund.
The Investment Manager serves as the investment manager to GLG Market
Neutral Fund. The General Partner serves as the general partner to the
Investment Manager. The Parent Company indirectly wholly owns the General
Partner.
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of the Parent Company is:
390 Park Avenue, 20th Floor
New York, New York 10022
The address of the principal business office of each of the other
Reporting Persons is:
c/o GLG Partners LP
CUSIP No. 68812R303 13G Page 7 of 10 Pages
1 Curzon Street
London W1J 5HB
United Kingdom
Item 2(c). Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such
Reporting Person.
Item 2(d) Title of Class of Securities
Common Stock, $0.10 par value (the "Shares")
Item 2(e) CUSIP Number
68812R303
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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.
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the
cover page for each Reporting Person hereto and is incorporated herein by
reference for each such Reporting Person. 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 outstanding as of November 3, 2008.
In addition, the Company indicated in a Current Report on
CUSIP No. 68812R303 13G Page 8 of 10 Pages
Form 8-K filed on November 28, 2008 that it issued an additional 21,310,549
Shares in the Tender Offer. Therefore, the percentages in this Schedule 13G are
based on 35,567,177 Shares outstanding and assumes the conversion of the
reported notes.
The Investment Manager, which serves as the investment manager to GLG Market
Neutral Fund, may be deemed to be the beneficial owner of all Shares owned by
GLG Market Neutral Fund. The Investment Manager may exercise its investment
authority directly or indirectly through various entities, including, without
limitation, GLG, Inc. The General Partner, as general partner to the Investment
Manager, may be deemed to be the beneficial owner of all Shares owned by GLG
Market Neutral Fund. Each of Emmanuel Roman, Pierre Lagrange and Noam Gottesman
are the Managing Directors of the General Partner. The Parent Company, which
indirectly wholly owns the General Partner, may be deemed to be the beneficial
owner of all Shares owned by GLG Market Neutral Fund. Each of the Investment
Manager, the General Partner, the Parent Company, GLG, Inc., Emmanuel Roman,
Pierre Lagrange and Noam Gottesman hereby disclaims any beneficial ownership of
any such Shares, except for their pecuniary interest therein.
Item 5. 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: [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of
its 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.
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of January 14, 2009, by and among
GLG Market Neutral Fund , GLG Partners, Inc., GLG Partners LP and GLG Partners
Limited.
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: January 15, 2009
GLG MARKET NEUTRAL FUND
GLG PARTNERS LP
Individually and in its capacity as Investment Manager of GLG Market Neutral
Fund
By: /s/ Victoria Parry
-----------------------------
Name: Victoria Parry
Title: Senior Legal Counsel of GLG Partners LP
GLG PARTNERS LIMITED,
Individually and in its capacity as General Partner of GLG Partners LP
By: /s/ Emmanuel Roman
------------------------------
Name: Emmanuel Roman
Title: Managing Director
GLG PARTNERS, INC.
By: /s/ Alejandro R. San Miguel
-------------------------------
Name: Alejandro R. San Miguel
Title: General Counsel and Corporate Secretary
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
stock, par value $0.10 per share 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 January 15, 2009
GLG MARKET NEUTRAL FUND
GLG PARTNERS LP
Individually and in its capacity as Investment Manager of GLG Market Neutral
Fund
By: /s/ Victoria Parry
-----------------------------
Name: Victoria Parry
Title: Senior Legal Counsel of GLG Partners LP
GLG PARTNERS LIMITED,
Individually and in its capacity as General Partner of GLG Partners LP
By: /s/ Emmanuel Roman
------------------------------
Name: Emmanuel Roman
Title: Managing Director
GLG PARTNERS, INC.
By: /s/ Alejandro R. San Miguel
-------------------------------
Name: Alejandro R. San Miguel
Title: General Counsel and Corporate Secretary