UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

 

(Amendment No. ___)¹

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

Cadence Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock, $.0001 par value

(Title of Class of Securities)

 

12738T 10 0

(CUSIP Number)

 

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

 

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¹ 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 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).

 

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*Includes 15,000 shares subject to currently exercisable stock options.

 

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Item 1(a).      Name of Issuer.

 

Cadence Pharmaceuticals, Inc. (the “Company”).

   

The Company’s principal executive offices are located at 12730 High Bluff Drive, Suite 410, San Diego, California 92130.

This statement is filed on behalf of the following persons with respect to shares of common stock of the Company and stock options to purchase shares of common stock of the Company (collectively, the “Shares”).

(i)           ProQuest Investments III, L.P. a Delaware limited partnership (“Investments III”), with respect to Shares beneficially owned by it;

(ii)          ProQuest Associates III LLC, a Delaware limited liability company (“Associates III”), as General Partner of Investments III, with respect to Shares beneficially owned by Investments III;

(iii)         ProQuest Management LLC, a Delaware limited liability company (“Management”), with respect to Shares beneficially owned by it;

(vi)         Jay Moorin, an individual and a member of Associates III and Management (“Moorin”), with respect to Shares beneficially owned by Investments III and Management; and

(v)          Alain Schreiber, an individual and a member of Associates III and Management (“Schreiber”), with respect to Shares beneficially owned by Investments III, Management and himself.

The foregoing persons are hereinafter are referred to collectively as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The address of the principal business office of each of the Reporting Persons is 90 Nassau Street, 5^th Floor, Princeton, NJ 08542.

   

Mr. Moorin is a United States citizen. Mr. Schreiber is a United States resident alien. Investments III is a Delaware limited partnership organized under the laws of the State of Delaware. Associates III and Management are Delaware limited liability companies organized under the laws of the State of Delaware.

 

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Common stock, par value $0.0001 per share.

   

12738T 10 0

Item 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d- 2(b) or (c), check whether the person filing is a:

 

 

   

 

The percentages used herein are calculated based upon 29,013,294 shares issued and outstanding as of November 20, 2006, based upon the Company’s Form 10-QSB for the quarter ended September 30, 2006. As of the close of business on December 31, 2006, the Reporting Persons beneficially owned shares of the Company’s common stock in the amounts and percentages listed below:

 

 

 

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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

   

To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, a number of the Shares which represents more than five percent of the number of outstanding shares of the Shares.

   

Not Applicable.

   

Not Applicable.

   

Not Applicable.

Each of the Reporting Persons hereby makes the following 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.

 

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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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EXHIBIT INDEX

 

 

 

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POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby authorizes Pasquale DeAngelis, individually to execute for and on behalf of the undersigned, in the undersigned’s capacity as a 5% shareholder of Cadence Pharmaceuticals, Inc. (the “Company”), Forms 3, 4 and 5, and Schedules 13D and 13G and any amendments thereto, and cause such form(s) to be filed with the United States Securities and Exchange Commission pursuant to Section 16(a) and Section 13 of the Securities Act of 1934, relating to the undersigned’s beneficial ownership of securities in the Company. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, any of the undersigned’s responsibilities to comply with Section 16 and Section 13 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of, and transactions in, securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be executed as of this 23rd day of October, 2006.

 

 

 

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POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby authorizes Pasquale DeAngelis, individually to execute for and on behalf of the undersigned, in the undersigned’s capacity as a 5% shareholder of Cadence Pharmaceuticals, Inc. (the “Company”), Forms 3, 4 and 5, and Schedules 13D and 13G and any amendments thereto, and cause such form(s) to be filed with the United States Securities and Exchange Commission pursuant to Section 16(a) and Section 13 of the Securities Act of 1934, relating to the undersigned’s beneficial ownership of securities in the Company. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, any of the undersigned’s responsibilities to comply with Section 16 and Section 13 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of, and transactions in, securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be executed as of this 23rd day of October, 2006.

 

 

 

 

JOINT FILING AGREEMENT

In accordance with Rule 16a-3(j) and Rule 13d-1(k)(1) and under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of Forms 3, 4, 5 and Schedules 13D and 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.000l per share, of Cadence Pharmaceuticals, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Forms 3, 4, 5 and Schedules 13D and l3G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.

In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 23rd day of October, 2006.

 

 

 

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