SCHEDULE
13D
|
CUSIP No.
65715D100
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|
1.
|
NAMES OF REPORTING PERSONS
Three Arch
Partners IV, L.P. (“TAP IV”)
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|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
|
o
|
|
|
|
(b)
|
x
|
|
|
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|
3.
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SEC USE ONLY
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|
|
|
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (see Item 3)
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|
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER
19,316,888
shares, except that Three Arch Management IV, L.L.C. (“TAM IV”), the general
partner of TAP IV, may be deemed to have sole power to vote these shares;
each of Mark A. Wan (“Wan”), Wilfred E. Jaeger (“Jaeger”) and Barclay
Nicholson (“Nicholson”), each of whom is a managing member of TAM IV, may be
deemed to have sole power to vote these shares.
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|
|
|
8.
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SHARED VOTING POWER
See response to
row 7
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
19,316,888
shares, except that TAM IV, the general partner of TAP IV, may be deemed to
have sole power to dispose these shares; each of Wan, Jaeger and Nicholson,
each of whom is a managing member of TAM IV, may be deemed to have sole power
to dispose of these shares.
|
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
See response to
row 9
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|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
19,316,888
shares
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|
|
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
20.5% *
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|
|
|
|
14.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
|
|
|
|
|
|
*
Percentage based on
92,609,494 outstanding shares of Common Stock, which includes 29,601,352
outstanding shares of Common Stock, as reported on the Issuer’s Schedule 14A
dated December 31, 2007, of which 12,291,934 shares of Common Stock which
were issued and sold by the Issuer pursuant to the Securities
Purchase Agreement dated as of June 6, 2006 and attached hereto as Exhibit III
and 63,008,142 shares of Common Stock which were issued and sold by the Issuer
pursuant to the Securities Purchase Agreement dated December 12, 2007 and
attached hereto as Exhibit IV.
2
SCHEDULE
13D
|
CUSIP No.
65715D100
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|
|
|
|
1.
|
NAMES OF REPORTING PERSONS
Three Arch
Associates IV, L.P. (“TAA IV”)
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
|
o
|
|
|
|
(b)
|
x
|
|
|
|
|
3.
|
SEC USE ONLY
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|
|
|
|
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (see Item 3)
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|
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER
426,519 shares,
except that except that TAM IV, the general partner of TAA IV, may be deemed
to have sole power to vote these shares; each of Wan, Jaeger and Nicholson,
each of whom is a managing member of TAM IV, may be deemed to have sole power
to vote these shares.
|
|
|
|
8.
|
SHARED VOTING POWER
See response to
row 7
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
426,519 shares,
except that except that TAM IV, the general partner of TAA IV, may be deemed
to have sole power to dispose these shares; each of Wan, Jaeger and
Nicholson, each of whom is a managing member of TAM IV, may be deemed to have
sole power to dispose these shares.
|
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
See response to
row 9
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
426,519 shares
|
|
|
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.5% *
|
|
|
|
|
14.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
|
|
|
|
|
|
*
Percentage based on
92,609,494 outstanding shares of Common Stock, which includes 29,601,352
outstanding shares of Common Stock, as reported on the Issuer’s Schedule 14A
dated December 31, 2007, of which 12,291,934 shares of Common Stock which
were issued and sold by the Issuer pursuant to the Securities
Purchase Agreement dated as of June 6, 2006 and attached hereto as Exhibit III
and 63,008,142 shares of Common Stock which were issued and sold by the Issuer
pursuant to the Securities Purchase Agreement dated December 12, 2007 and
attached hereto as Exhibit IV.
3
SCHEDULE
13D
|
CUSIP No.
65715D100
|
|
|
|
|
1.
|
NAMES OF REPORTING PERSONS
Three Arch
Management IV, L.L.C.
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
|
o
|
|
|
|
(b)
|
x
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (see Item 3)
|
|
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
o
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
SOLE VOTING POWER
19,743,407
shares, of which 19,316,888 shares are directly owned by TAP IV and 426,519
shares are directly owned by TAA IV, except that each of Wan, Jaeger and
Nicholson, each of whom is a managing member of TAM IV, the general partner
of TAP IV and the general partner of TAA IV, may be deemed to have sole power
to vote these shares.
|
|
|
|
8.
|
SHARED VOTING POWER
See response to
row 7
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
19,743,407
shares, of which 19,316,888 shares are directly owned by TAP IV and 426,519
shares are directly owned by TAA IV, except that each of Wan, Jaeger and
Nicholson, each of whom is a managing member of TAM IV, the general partner
of TAP IV and the general partner of TAA IV, may be deemed to have sole power
to dispose these shares.
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
See response to
row 9
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
19,743,407
shares
|
|
|
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
o
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
21.0% *
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
|
|
|
|
|
|
|
|
*
Percentage based on
92,609,494 outstanding shares of Common Stock, which includes 29,601,352
outstanding shares of Common Stock, as reported on the Issuer’s Schedule 14A
dated December 31, 2007, of which 12,291,934 shares of Common Stock which
were issued and sold by the Issuer pursuant to the Securities
Purchase Agreement dated as of June 6, 2006 and attached hereto as Exhibit III
and 63,008,142 shares of Common Stock which were issued and sold by the Issuer
pursuant to the Securities Purchase Agreement dated December 12, 2007 and
attached hereto as Exhibit IV.
4
SCHEDULE
13D
|
CUSIP No. 65715D100
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
Three Arch Capital, L.P. (“TAC”)
|
|
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
|
o
|
|
|
|
(b)
|
x
|
|
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (see Item 3)
|
|
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
28,278,231 shares, except that except that TAC Management, L.L.C. (“TAC MGT”),
the general partner of TAC, may be deemed to have sole power to vote these
shares; each of Wan, Jaeger and Nicholson, each of whom is a managing member
of TAC MGT, may be deemed to have sole power to vote these shares.
|
|
|
|
|
8
|
SHARED VOTING POWER
See response to row 7
|
|
|
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|
9
|
SOLE DISPOSITIVE POWER
28,278,231 shares, except that except that TAC MGT, the general partner of
TAC, may be deemed to have sole power to dispose these shares; each of Wan,
Jaeger and Nicholson, each of whom is a managing member of TAC MGT, may be
deemed to have sole power to dispose these shares.
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
See response to
row 9
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
28,278,231 shares
|
|
|
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
29.9% *
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
|
|
|
|
|
|
|
|
*
Percentage based on
92,609,494 outstanding shares of Common Stock, which includes 29,601,352
outstanding shares of Common Stock, as reported on the Issuer’s Schedule 14A
dated December 31, 2007, of which 12,291,934 shares of Common Stock which
were issued and sold by the Issuer pursuant to the Securities
Purchase Agreement dated as of June 6, 2006 and attached hereto as Exhibit III
and 63,008,142 shares of Common Stock which were issued and sold by the Issuer
pursuant to the Securities Purchase Agreement dated December 12, 2007 and
attached hereto as Exhibit IV.
5
SCHEDULE
13D
|
CUSIP No.
65715D100
|
|
|
|
|
1.
|
NAMES OF REPORTING PERSONS
TAC Associates,
L.P. (“TACA”)
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
|
o
|
|
|
|
(b)
|
x
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (see Item 3)
|
|
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
o
|
|
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
SOLE VOTING POWER
1,336,878
shares, except that except that TAC MGT, the general partner of TACA, may be
deemed to have sole power to vote these shares; each of Wan, Jaeger and
Nicholson, each of whom is a managing member of TAC MGT, may be deemed to
have sole power to vote these shares.
|
|
|
|
8.
|
SHARED VOTING POWER
See response to
row 7
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
1,336,878
shares, except that except that TAC MGT, the general partner of TACA, may be
deemed to have sole power to dispose these shares; each of Wan, Jaeger and
Nicholson, each of whom is a managing member of TAC MGT, may be deemed to
have sole power to dispose these shares.
|
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
See response to
row 9
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,336,878
shares
|
|
|
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
o
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
1.4%*
|
|
|
|
|
14.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
|
|
|
|
|
|
*
Percentage based on
92,609,494 outstanding shares of Common Stock, which includes 29,601,352
outstanding shares of Common Stock, as reported on the Issuer’s Schedule 14A
dated December 31, 2007, of which 12,291,934 shares of Common Stock which
were issued and sold by the Issuer pursuant to the Securities
Purchase Agreement dated as of June 6, 2006 and attached hereto as Exhibit III
and 63,008,142 shares of Common Stock which were issued and sold by the Issuer
pursuant to the Securities Purchase Agreement dated December 12, 2007 and
attached hereto as Exhibit IV.
6
SCHEDULE
13D
|
CUSIP No.
65715D100
|
|
|
|
|
1.
|
NAMES OF REPORTING PERSONS
TAC Management, L.L.C.
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
|
o
|
|
|
|
(b)
|
x
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (see Item 3)
|
|
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
o
|
|
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
29,615,109
shares, of which 28,278,231 shares are directly owned by TAC and 1,336,878
shares are directly owned by TACA, except that each of Wan, Jaeger and
Nicholson, each of whom is a managing member of TAC MGT, the general partner
of TAC and the general partner of TACA, may be deemed to have sole power to vote
these shares.
|
|
|
|
8.
|
SHARED VOTING POWER
See response to
row 7
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
29,615,109 shares, of which 28,278,231 shares are directly owned by TAC and 1,336,878
shares are directly owned by TACA, except that each of Wan, Jaeger and Nicholson,
each of whom is a managing member of TAC MGT, the general partner of TAC and
the general partner of TACA, may be deemed to have sole power to dispose
these shares.
|
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
See response to
row 9
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
29,615,109 shares
|
|
|
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
o
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
31.3% *
|
|
|
|
|
14.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
|
|
|
|
|
*
Percentage based on 92,609,494 outstanding
shares of Common Stock, which includes 29,601,352 outstanding shares of Common
Stock, as reported on the Issuer’s Schedule 14A dated December 31, 2007, of
which 12,291,934 shares of Common Stock which were issued and sold by
the Issuer pursuant to the Securities Purchase Agreement dated as of
June 6, 2006 and attached hereto as Exhibit III and 63,008,142 shares
of Common Stock which were issued and sold by the Issuer pursuant to the
Securities Purchase Agreement dated December 12, 2007 and attached hereto as
Exhibit IV.
7
SCHEDULE
13D
|
CUSIP No.
65715D100
|
|
|
|
|
1.
|
NAMES
OF REPORTING PERSONS
Mark A. Wan
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
|
o
|
|
|
|
(b)
|
x
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (see Item 3)
|
|
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
o
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
USA
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
49,358,516 shares, of which 19,316,888 are directly owned by TAP IV, 426,519 shares
are directly owned by TAA IV, 28,278,231 shares are directly owned by TAC,
and 1,336,878 shares are directly owned by TACA. Wan is a managing member of
TAM IV, which is (i) the general partner of TAP IV and (ii) the
general partner of TAA IV, and is a managing member of TAC MGT, which is
(i) the general partner of TAC and (ii) the general partner of
TACA, each of which may be deemed to have sole power to vote these shares.
|
|
|
|
8.
|
SHARED VOTING POWER
See response to
row 7
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
49,358,516
shares, of which 19,316,888 are directly owned by TAP IV, 426,519 shares are
directly owned by TAA IV, 28,278,231 shares are directly owned by TAC, and 1,336,878
shares are directly owned by TACA. Wan is a managing member of TAM IV, which
is (i) the general partner of TAP IV and (ii) the general partner
of TAA IV, and is a managing member of TAC MGT, which is (i) the general
partner of TAC and (ii) the general partner of TACA, each of which may
be deemed to have sole power to dispose these shares.
|
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
See response to
row 9
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
49,358,516
shares
|
|
|
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
o
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
52.3% *
|
|
|
|
|
14.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
|
|
|
|
|
|
*
Percentage based on 92,609,494 outstanding
shares of Common Stock, which includes 29,601,352 outstanding shares of Common
Stock, as reported on the Issuer’s Schedule 14A dated December 31, 2007, of
which 12,291,934 shares of Common Stock which were issued and sold by
the Issuer pursuant to the Securities Purchase Agreement dated as of
June 6, 2006 and attached hereto as Exhibit III and 63,008,142 shares
of Common Stock which were issued and sold by the Issuer pursuant to the
Securities Purchase Agreement dated December 12, 2007 and attached hereto as
Exhibit IV.
8
SCHEDULE
13D
|
CUSIP No.
65715D100
|
|
|
|
|
1.
|
Names
of Reporting Persons
Wilfred E. Jaeger
|
|
|
|
|
2.
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
|
|
|
|
(a)
|
o
|
|
|
|
(b)
|
x
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Source of Funds (See Instructions)
OO (see Item 3)
|
|
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items
2(d) or 2(e)
o
|
|
|
|
|
6.
|
Citizenship
or Place of Organization
Canada
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
49,358,516 shares,
of which 19,316,888 are directly owned by TAP IV, 426,519 shares are directly
owned by TAA IV, 28,278,231 shares are directly owned by TAC, and 1,336,878
shares are directly owned by TACA. Jaeger is a managing member of TAM IV,
which is (i) the general partner of TAP IV and (ii) the general
partner of TAA IV, and is a managing member of TAC MGT, which is (i) the
general partner of TAC and (ii) the general partner of TACA, each of
which may be deemed to have sole power to vote these shares.
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8.
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Shared Voting Power
See response to row 7
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9.
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Sole Dispositive Power
49,358,516 shares, of which 19,316,888 are directly owned by TAP IV, 426,519
shares are directly owned by TAA IV,
28,278,231 shares are directly owned by TAC, and 1,336,878 shares are
directly owned by TACA. Jaeger is a managing member of TAM IV, which is
(i) the general partner of TAP IV and (ii) the general partner of
TAA IV, and is a managing member of TAC MGT, which is (i) the general
partner of TAC and (ii) the general partner of TACA, each of which may
be deemed to have sole power to dispose these shares.
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|
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10.
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Shared
Dispositive Power
See response to row 9
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|
|
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
49,358,516 shares
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|
|
|
|
12.
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
o
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|
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|
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13.
|
Percent of Class Represented
by Amount in Row (11)
52.3% *
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|
|
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14.
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Type of
Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
|
*
Percentage based on
92,609,494 outstanding shares of Common Stock, which includes 29,601,352
outstanding shares of Common Stock, as reported on the Issuer’s Schedule 14A
dated December 31, 2007, of which 12,291,934 shares of Common Stock which
were issued and sold by the Issuer pursuant to the Securities
Purchase Agreement dated as of June 6, 2006 and attached hereto as Exhibit III
and 63,008,142 shares of Common Stock which were issued and sold by the Issuer
pursuant to the Securities Purchase Agreement dated December 12, 2007 and
attached hereto as Exhibit IV.
9
SCHEDULE
13D
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CUSIP No.
65715D100
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1.
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Names of Reporting Persons
Barclay Nicholson
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO (see Item 3)
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5.
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Check if
Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
o
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6.
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Citizenship
or Place of Organization
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
49,358,516 shares,
of which 19,316,888 are directly owned by TAP IV, 426,519 shares are directly
owned by TAA IV, 28,278,231 shares are directly owned by TAC, and 1,336,878
shares are directly owned by TACA. Nicholson is a managing member of TAM IV,
which is (i) the general partner of TAP IV and (ii) the general
partner of TAA IV, and is a managing member of TAC MGT, which is (i) the
general partner of TAC and (ii) the general partner of TACA, each of
which may be deemed to have sole power to vote these shares.
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8.
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Shared Voting Power
See response to row 7
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9.
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Sole Dispositive Power
49,358,516 shares, of which 19,316,888 are directly owned by TAP IV, 426,519
shares are directly owned by TAA IV, 28,278,231 shares are directly owned by
TAC, and 1,336,878 shares are directly owned by TACA. Nicholson is a managing
member of TAM IV, which is (i) the general partner of TAP IV and
(ii) the general partner of TAA IV, and is a managing member of TAC MGT,
which is (i) the general partner of TAC and (ii) the general
partner of TACA, each of which may be deemed to have sole power to dispose
these shares.
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10.
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Shared
Dispositive Power
See response to
row 9
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11.
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Aggregate Amount Beneficially Owned
by Each Reporting Person
49,358,516 shares
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12.
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class Represented
by Amount in Row (11)
52.3% *
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14.
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Type of
Reporting Person (See Instructions)
IN
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*
Percentage based on
92,609,494 outstanding shares of Common Stock, which includes 29,601,352
outstanding shares of Common Stock, as reported on the Issuer’s Schedule 14A
dated December 31, 2007, of which 12,291,934 shares of Common Stock which
were issued and sold by the Issuer pursuant to the Securities
Purchase Agreement dated as of June 6, 2006 and attached hereto as Exhibit III
and 63,008,142 shares of Common Stock which were issued and sold by the Issuer
pursuant to the Securities Purchase Agreement dated December 12, 2007 and
attached hereto as Exhibit IV.
10
Item
1. Security and Issuer
This statement on
Schedule 13D (this “
Statement
”), relates to the Common Stock, $0.01 par value
per share, of North American Scientific, Inc., a Delaware corporation (the
“
Issuer
”). According to the Issuer’s most recent Form 8-K filed
with the U.S. Securities and Exchange Commission on January 18, 2008, the
principal executive offices of the Issuer are located at 20200 Sunburst Street,
Chatsworth, California 91311.
Item
2. Identity and Background
(a)
This Statement is being filed by: Three Arch Partners IV, L.P., a Delaware
limited partnership (“TAP IV”), Three Arch Associates IV, L.P., a Delaware
limited partnership (“TAA IV”), Three Arch Management IV, L.L.C., a Delaware
limited liability company (“TAM IV”), Three Arch Capital, L.P., a Delaware
limited partnership (“TAC”), TAC Associates, L.P., a Delaware limited
partnership (“TACA”) and TAC Management, L.L.C., a Delaware limited liability
company (“TAC MGT”), Mark A. Wan (“Wan”), Wilfred E. Jaeger (“Jaeger”)
and Barclay Nicholson (“Nicholson”). The foregoing entities and individuals are
collectively referred to as the “Reporting Persons.” Wan, Jaeger and Nicholson
are collectively referred to herein as the “Managing Members.”
TAP IV is a Delaware
limited partnership that invests in equities and other securities. TAA IV is a
Delaware limited liability partnership that invests alongside all investments
made by TAP IV. TAM IV, a Delaware limited liability company, is the general
partner of each of TAP IV and TAA IV. TAC is a Delaware limited partnership
that invests in equities and other securities. TACA is a Delaware limited partnership
that invests alongside all investments made by TAC. TAC MGT, a Delaware limited
liability company, is the general partner of each of TAC and TACA. The Managing
Members are the sole managing members of each of TAM IV and TAC MGT.
(b)
The address for each of the Reporting Persons is:
Three Arch Partners
3200 Alpine Road
Portola Valley, CA 94028
(c)
Three Arch Partners is the trade name of a venture capital firm which manages
the funds which are Reporting Persons. The principal occupations of the
Managing Members are their activities on behalf of such funds and other venture
capital funds.
(d)
None of the Reporting Persons, during the last five years, has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
None of the Reporting Persons, during the last five years, has been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in its or his being subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
11
mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f)
Each of Wan and Nicholson is a United States citizen. Jaeger is a citizen of
Canada.
Item
3. Source and Amount of Funds or Other Consideration
The Common Stock
purchased by TAP IV, TAA IV, TAC and TACA pursuant to the Securities Purchase
Agreement dated June 6, 2006, in the aggregate at a purchase price of
$1.9525 per share of which $0.0625 is allocated as consideration of each
Warrant to purchase a share of Common Stock and pursuant to the Purchase
Agreement (as defined below) in the aggregate, at a purchase price of $0.246
per share, of which $0.01 is allocated as consideration for the purchase of
each Warrant to purchase a share of Common Stock, was made with the investment
funds of each entity, as set forth below:
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Common
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Warrants to purchase
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Entity
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Cash
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Stock
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Common Stock
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TAP IV
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$
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7,827,176.00
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17,913,296
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1,403,592
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TAA IV
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$
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172,826.16
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395,528
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30,991
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TAC
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$
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11,458,297.88
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26,223,495
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2,054,736
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TACA
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$
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541,701.47
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1,239,739
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97,139
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$
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20,000,001.50
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45,772,058
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3,586,458
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The source of funds for the acquisition of Common Stock and Warrants to
purchase Common Stock by TAP IV, TAA IV, TAC and TACA was capital contributions
from their respective partners.
Item
4. Purpose of Transaction
The Reporting Persons
acquired the Common Stock and the Warrants to purchase Common Stock for
investment purposes. Depending on the factors discussed herein, the Reporting
Persons may, from time to time, acquire additional shares of Common Stock
and/or retain and/or sell all or a portion of the shares of the Common Stock
(or when issued, the common stock issuable upon exercise of the Warrants to
purchase Common Stock) in the open market or in privately negotiated
transactions. Any actions the Reporting Persons might undertake will be
dependent upon the Reporting Persons’ review of numerous factors, including,
among other things, the price levels of the Common Stock; general market and
economic conditions; ongoing evaluation of the Company’s business, financial
condition, operations and prospects; the relative attractiveness of alternative
business and investment opportunities; and other future developments.
In accordance with the
acquisition of Common Stock and Warrants to purchase Common Stock, pursuant to
the Securities Purchase Agreement (the “Purchase Agreement”) with the Reporting
Persons and SF Capital Partners Ltd and CHL Medical Partners III, L.P. and an
affiliated fund and North American Scientific, Inc. (the “Issuer”), dated December 12,
2007, Issuer shall decrease the number of members of its Board of Directors
(the “Board”) from nine members to seven members at or by the time of the
Issuer’s next annual meeting of stockholders. Two of the current members of the
Board of Directors of the Issuer are Dr. Jaeger and Roderick A. Young who
have previously been designated as directors by Three Arch Partners. After the authorized number of directors of
the Board is decreased Three Arch Partners shall have the right to designate
one nominee to the Board of Directors who shall initially be Roderick A. Young.
Except as otherwise set
forth above, no Reporting Person has any present plan or proposal that relates
to or would result in:
(a)
The acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer;
(b)
An extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
12
(c)
A sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries;
(d)
Any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or
to fill any existing vacancies on the board;
(e)
Any material change in the present capitalization or dividend policy of the
Issuer;
(f)
Any other material change in the Issuer’s business or corporate structure;
(g)
Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person;
(h)
Causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i)
A class of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934; or
(j)
Any action similar to any of those enumerated above.
Item
5. Interest in Securities of the Issuer
(a)-(b) Set
forth in the table below is the number and percentage of shares of Common Stock
beneficially owned by each Reporting Person as of January 18, 2008.
|
Name
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Number of Shares
Beneficially Owned
with Sole Voting
and Dispositive Power
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Number of Shares
Beneficially Owned
with Shared Voting
and Dispositive Power
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Aggregate Number
of Shares
Beneficially Owned
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Percentage of
Class Beneficially
Owned
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Three Arch Partners IV,
L.P.
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19,316,888
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-0-
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19,316,888
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20.5%*
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Three Arch Associates IV,
L.P.
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426,519
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-0-
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426,519
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0.5%*
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Three Arch Management IV,
L.L.C.
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19,743,407
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-0-
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19,743,407
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21.0%*
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Three Arch Capital, L.P.
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28,278,231
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-0-
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28,278,231
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29.9%*
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TAC Associates, L.P.
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1,336,878
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-0-
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1,336,878
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1.4%*
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TAC Management, L.L.C.
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29,615,109
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-0-
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29,615,109
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31.3%*
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Mark A. Wan
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49,358,516
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-0-
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49,358,516
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52.3%*
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Wilfred E. Jaeger
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49,358,516
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-0-
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49,358,516
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52.3%*
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Barclay Nicholson
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49,358,516
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-0-
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49,358,516
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52.3%*
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*
Percentage based on
92,609,494 outstanding shares of Common Stock, which includes 29,601,352
outstanding shares of Common Stock, as reported on the Issuer’s Schedule 14A
dated December 31, 2007, of which 12,291,934 shares of Common Stock which
were issued and sold by the Issuer pursuant to the Securities
Purchase Agreement dated as of June 6, 2006 and attached hereto as Exhibit III
and 63,008,142 shares of Common Stock which were
13
issued and sold by the
Issuer pursuant to the Securities Purchase Agreement dated December 12,
2007 and attached hereto as Exhibit IV.
(c) On January 18, 2008, Issuer
completed the private placement of its Common Stock and warrants to purchase
Common Stock, as contemplated by the Purchase Agreement. Following the private
placement the Reporting Persons own 45,772,058 shares of Common Stock or
approximately 49.5% of the outstanding Common Stock. As determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, which includes shares that a party has the right to acquire within 60
days (but not the shares that other parties have such a right to acquire) as
beneficially owned, the Reporting Persons beneficially own 49,358,578 shares of
Common Stock or approximately 52.3% of the outstanding Common Stock. As a
result of the ownership of the Common Stock by the Reporting Persons a change
of control of the Company could be deemed to have occurred in connection with
the private placement.
(d) Under certain circumstances set
forth in the limited partnership agreements and the limited liability company
agreements of TAP IV, TAA IV, TAM IV, TAC, TACA and TAC MGT, the general
partners, limited partners and managing members of each such entity, as
applicable, may be deemed the right to receive dividends from, or the proceeds
from, the sale of shares of the Issuer owner by each such entity of which they
are a partner or managing member.
(e) Not applicable.
Item
6. Contracts, Agreements, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Under certain
circumstances set forth in the limited partnership agreements and the limited
liability company agreements of TAP IV, TAA IV, TAM IV, TAC, TACA and TAC MGT,
the general partners, limited partners and managing members of each such
entity, as applicable, may have the right to receive the security reported on
this Schedule 13D or dividends from, or proceeds from such security, from each
such entity.
Certain of the Reporting
Persons and the Issuer entered into that certain Securities Purchase Agreement
dated as of June 6, 2006 (the “SPA”), attached hereto as
Exhibit III
,
with respect to the securities reported on this Schedule 13D/A. Certain of the
Reporting Persons and the Issuer entered into that certain Purchase Agreement
dated as of December 12, 2007, attached hereto as
Exhibit IV
,
with respect to the securities reported on this Schedule 13D/A, which agreement
contains certain customary closing conditions, as well as the requirement that
the Issuer decrease the number of members of its Board of Directors from nine
members to seven members. Under the Purchase Agreement, the Reporting Persons
have the right to designate one members to the Issuer’s Board of Directors so
long as certain of the Reporting Persons beneficially own greater than
5,000,000 shares of Common Stock (including shares of Common Stock issuable
upon the exercise of outstanding Warrants to purchase Common Stock and as
appropriately adjusted for stock splits, stock dividends and recapitalizations).
Item
7. Material to be Filed as Exhibits
Exhibit I.
Agreement, dated June 16, 2006.*
Exhibit II.
Statement Appointing Designated Filer and Authorized Signatory
(Incorporated by reference to Form 3 filing dated June 8, 2006).
Exhibit III.
Securities Purchase Agreement, dated June 6, 2006.*
Exhibit IV.
Securities Purchase Agreement, dated December 12, 2007. **
* Previously filed with
the Securities and Exchange Commission on June 6, 2006.
**
Incorporated by
reference to Exhibit 10.1 of North American Scientific Inc.’s Report on Form 8-K
filed with the Securities and Exchange Commission on December 13, 2007.
14
SIGNATURES
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.
Date: January 18,
2008
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THREE ARCH PARTNERS IV,
L.P.
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By:
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Three Arch Management
IV, L.L.C.
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By:
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*
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Managing Member
|
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THREE ARCH ASSOCIATES IV,
L.P.
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By:
|
Three Arch Management
IV, L.L.C.
|
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By:
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*
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Managing Member
|
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THREE ARCH MANAGEMENT
IV, L.L.C.
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By:
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*
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Managing Member
|
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THREE ARCH CAPITAL,
L.P.
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By:
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TAC Management, L.L.C.
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By:
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*
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Managing Member
|
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TAC ASSOCIATES, L.P.
|
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By:
|
TAC Management, L.L.C
|
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By:
|
*
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Managing Member
|
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TAC MANAGEMENT, L.L.C.
|
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By:
|
*
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Managing Member
|
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MARK A. WAN
|
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By:
|
*
|
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|
|
Mark A. Wan
|
15
|
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WILFRED E. JAEGER
|
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By:
|
*
|
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|
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Wilfred E. Jaeger
|
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|
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BARCLAY NICHOLSON
|
|
|
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|
By:
|
*
|
|
|
|
Barclay Nicholson
|
|
*By:
|
/s/ Barclay Nicholson
|
|
Name:
|
Barclay Nicholson
|
|
|
Authorized Person
|
This Schedule 13D/A was
executed by Barclay Nicholson, pursuant to a Statement Appointing Designated
Filer and Authorized Signatory, which is incorporated herein by reference.
16