SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(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 (b)
(Amendment No. )*
Zonagen, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
98975L 10 8
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(CUSIP Number)
January 27, 2005
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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
disclosures provided in a prior cover page.
The information required on 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. 98975L 10 8 13G Page 2 of 6 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph Edelman
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. SOLE VOTING POWER
750,000
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 750,000
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.98%
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12. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 Pages
Item 1.
(a) Name of Issuer.
Zonagen, Inc.
(b) Address of Issuer's Principal Executive Offices.
2408 Timberloch Place, Suite B-1
The Woodlands, Texas 77380
Item 2.
(a) Name of Person Filing.
This Schedule 13G 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.
The principal business address of the reporting person is:
c/o First New York Securities, LLC
850 Third Avenue, 8th Floor
New York, NY 10022
(c) Citizenship.
Mr. Edelman is a United States citizen.
(d) Title of Class of Securities.
Common Stock
(e) CUSIP Number.
98975L 10 8
Page 3 of 6 Pages
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Act.
(c) |_| Insurance Company as defined in Section 3(a)(19) of the Act.
(d) |_| Investment Company registered under Section 8 of the Investment
Company Act.
(e) |_| Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) |_| Employee Benefit Plan or Endowment Fund in accordance with Rule
13d(Y)1(b)(1)(ii)(F).
(g) |_| Parent holding company, in accordance with Rule 13d-1(b)(ii)(G).
(h) |_| A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(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.
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Sec. 240.13d-1(c), check this box
|X|.
Item 4. Ownership
(a) Amount Beneficially Owned.
750,000 (comprised of (i) 675,000 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) 75,000
shares held in an account of First New York
Trading, LLC, of which Mr. Edelman has sole voting
and dispositive power).
(b) Percent of Class. 7.98%
(c) Number of shares as to which each such person has
(i) sole power to vote or to direct the vote: 750,000
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 750,000
(iv) shared power to dispose or to direct the disposition of: 0
Page 4 of 6 Pages
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.
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, without limiting the
foregoing, 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.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
See Item 4(a) above, which is incorporated by reference herein.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Page 5 of 6 Pages
Item 10. Certification.
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.
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.
Date: February 7, 2005
/s/ Andrew Sankin, as attorney in fact
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Joseph Edelman
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
Page 6 of 6 Pages