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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G |
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(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. 2)*
DISCOVERY LABORATORIES, INC.
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
254668106
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting persons 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 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).
CUSIP No. 254668106 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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(1) |
Heights Capital Management, Inc. is the investment advisor to Capital Ventures International and, as such, may exercise voting and dispositive power over these shares. |
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CUSIP No. 254668106 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by Amount
in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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(1) |
Heights Capital Management, Inc. is the investment advisor to Capital Ventures International and, as such, may exercise voting and dispositive power over these shares. |
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Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuers Principal
Executive Offices |
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Item 2. |
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(a) |
Name
of Person Filing (2) Heights Capital Management, Inc. (a Reporting Person) |
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(b) |
Address
of Principal Business Office or, if none, Residence (2) 101 California Street, Suite 3250, San Francisco, California 94111 |
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(c) |
Citizenship (2) Delaware |
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(d) |
Title of Class of Securities |
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(e) |
CUSIP Number |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company
registered under section 8 of the Investment Company Act of 1940 |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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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); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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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 amount each Reporting Person beneficially owns includes warrants
to purchase 2,314,815 shares of Common Stock.
As of November 6, 2007, the Company had 86,590,393 shares of
Common Stock outstanding (based on the Companys Quarterly Report on
Form |
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Heights Capital Management, Inc., which serves as the investment manager to Capital Ventures International, may be deemed to be the beneficial owner of all Shares owned by Capital Ventures International. Each Reporting Person hereby disclaims any beneficial ownership of any such Shares, except to the extent of any pecuniary interest therein. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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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 o. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not applicable |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not applicable |
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Item 8. |
Identification and Classification of Members of the Group |
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Not applicable |
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Item 9. |
Notice of Dissolution of Group |
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Not applicable |
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Item 10. |
Certification |
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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. |
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of November 30, 2006, by and among Capital Ventures International and Heights Capital Management, Inc.
5
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.
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Date: |
January 31, 2008 |
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Capital Ventures International |
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By: Heights
Capital Management, Inc., |
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By: |
/s/ Todd Silverberg |
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Todd Silverberg, Secretary |
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Heights Capital Management, Inc. |
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By: |
/s/ Todd Silverberg |
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Todd Silverberg, Secretary |
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The Limited Power of Attorney executed by Capital Ventures International, authorizing Heights Capital Management, Inc. to sign and file this Schedule 13G on its behalf, which was filed with the Schedule 13G filed with the Securities and Exchange Commission on December 1, 2006 by Capital Ventures International and Heights Capital Management, Inc. with respect to the common stock of Discovery Laboratories, Inc., is hereby incorporated by reference.
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EXHIBIT I
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of Common Stock of Discovery Laboratories, Inc., dated November 30, 2006, and any amendments thereto signed by each of the undersigned shall be filed on behalf of each of them pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934.
Date: November 30, 2006 |
Capital Ventures International |
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By:
Heights Capital Management, Inc. |
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By: |
/s/ Todd Silverberg |
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Todd Silverberg, Secretary |
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Date: November 30, 2006 |
Heights Capital Management, Inc. |
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By: |
/s/ Todd Silverberg |
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Todd Silverberg, Secretary |