UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)*
INDEVUS PHARMACEUTICALS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001
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(Title of Class of Securities)
454072109
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(CUSIP Number)
JANUARY 6, 2009
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(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 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).
PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
CONTROL NUMBER.
SEC 1745 (12-02)
[844115-1]
[844115-1]
CUSIP No. 454072109 13G/A Page 2 of 8 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
PERCEPTIVE ADVISORS LLC
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2. CHECK THE APPROPRIATE BOX IF A GROUP* (a)
(b)
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF 5. SOLE VOTING POWER 0
SHARES ------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER 9,112,315
OWNED BY ------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING ------------------------------------------------------------
PERSON WITH: 8. SHARED DISPOSTIVE POWER 9,112,315
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,112,315
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.2%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA
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CUSIP No. 454072109 13G/A Page 3 of 8 Pages
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13. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
JOSEPH EDELMAN
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14. CHECK THE APPROPRIATE BOX IF A GROUP* (a)
(b)
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15. SEC USE ONLY
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16. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF 17. SOLE VOTING POWER 0
SHARES ------------------------------------------------------------
BENEFICIALLY 18. SHARED VOTING POWER 9,112,315
OWNED BY ------------------------------------------------------------
EACH 19. SOLE DISPOSITIVE POWER 0
REPORTING ------------------------------------------------------------
PERSON WITH: 20. SHARED DISPOSTIVE POWER 9,112,315
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21. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,112,315
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22. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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23. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.2%
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24. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
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CUSIP No. 454072109 13G/A Page 4 of 8 Pages
ITEM 1. (a) Name of Issuer: INDEVUS PHARMACEUTICALS, INC.
(b) Address of Issuer's Principal Executive Offices:
33 HAYDEN AVENUE
LEXINGTON, MA 02421
ITEM 2. (a) Name of Person Filing:
THIS SCHEDULE IS BEING FILED WITH RESPECT TO SHARES OF COMMON STOCK
OF THE ISSUER WHICH ARE BENEFICIALLY OWNED BY JOSEPH EDELMAN. SEE
ITEM 4 BELOW.
(b) Address of Principal Business Office or, if none, Residence:
PERCEPTIVE ADVISORS LLC
499 PARK AVENUE, 25TH FLOOR
NEW YORK, NY 10022
(c) Citizenship: EACH OF THE REPORTING PERSON IS A UNITED STATES CITIZEN
(d) Title of Class of Securities: COMMON STOCK, PAR VALUE $.001
(e) CUSIP Number: 454072109
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 associations 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 ss.240.13d-1(b)(1)(ii)(J).
CUSIP No. 454072109 13G/A Page 5 of 8 Pages
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:
Mr. Edelman beneficially owns: 9,112,315 shares (comprised of (i)
5,764,960 shares and bonds convertible into 3,046,875 shares held by
Perceptive Life Sciences Master Fund Ltd. ("Master Fund"), a Cayman
Islands company of which the investment manager is Perceptive
Advisors LLC, a Delaware limited liability company of which Mr.
Edelman is the managing member and (ii) bonds convertible into
300,480 shares held personally by Mr. Edelman.
(b) Percent of class:
The beneficial ownership of 11.2% is based on the sum of (i)
78,151,727 shares issued and outstanding as of December 1, 2008 as
reported on the Issuer's 10-K as filed with the SEC on December 11,
2008, (ii) bonds convertible into 3,046,875 shares held by the
Master Fund, and (iii) bonds convertible into 300,480 shares held
personally by Mr. Edelman.
CUSIP No. 454072109 13G/A Page 6 of 8 Pages
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 9,112,315
(iii) Sole power to dispose or to direct the
disposition of: 0
(iv) Shared power to dispose or to direct the
disposition of: 9,112,315
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
As referred to in Item 4, other persons have the right to receive and the power
to direct the receipt of dividends from, and the proceeds from the sale of,
certain of the shares reported herein. In that regard Mr. Edelman is the
managing member of Perceptive Advisors LLC, the investment manager of the Master
Fund. Accordingly, the Master Fund has the right to receive and the power to
direct the receipt of, dividends and the proceeds from the sale of the shares
reported herein that are held through the master Fund which shares represent
greater than 5% of the shares outstanding.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
See Exhibit A.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
CUSIP No. 454072109 13G/A Page 7 of 8 Pages
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION
The following certification shall be included if the statement is filed
pursuant to ss.240.13d-1(b):
(a) By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and 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. [X]
CUSIP No. 454072109 13G/A Page 8 of 8 Pages
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.
January 28, 2009
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Date
/s/ Joseph Edelman
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Signature
Joseph Edelman
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE ss.240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Exhibit A Item 7 Statement
As discussed in Item 4(a), certain shares reported herein are held through
Perceptive Life Sciences Master Fund Ltd., a Cayman Islands company, of which
Joseph Edelman is the managing member of the fund's investment manager.