SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
SONUS PHARMACEUTICALS INC,
| (Name of Issuer) |
COMMON STOCK, Par Value $0.001 per share
| (Title of Class of Securities) |
835692104
| (CUSIP Number) |
October 15, 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:
¨ 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. 835692104 | Page 2 of 12 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Visium Balanced Fund, LP |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
None | |
| 6 SHARED VOTING POWER
302,384 (See Item 4) | ||
| 7 SOLE DISPOSITIVE POWER
None | ||
| 8 SHARED DISPOSITIVE POWER
302,384 (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
302,384 (See Item 4) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable |
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.82% |
|||
| 12 | TYPE OF REPORTING PERSON*
OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT.
Page 2 of 12 Pages
| CUSIP No. 835692104 | Page 3 of 12 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Visium Long Bias Fund, LP |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
None | |
| 6 SHARED VOTING POWER
106,770 (See Item 4) | ||
| 7 SOLE DISPOSITIVE POWER
None | ||
| 8 SHARED DISPOSITIVE POWER
106,770 (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,770 (See Item 4) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable |
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.29% |
|||
| 12 | TYPE OF REPORTING PERSON*
OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT.
Page 3 of 12 Pages
| CUSIP No. 835692104 | Page 4 of 12 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Visium Balanced Offshore Fund, Ltd. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
None | |
| 6 SHARED VOTING POWER
560,083 (See Item 4) | ||
| 7 SOLE DISPOSITIVE POWER
None | ||
| 8 SHARED DISPOSITIVE POWER
560,083 (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
560,083 (See Item 4) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable |
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.52% |
|||
| 12 | TYPE OF REPORTING PERSON*
CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT.
Page 4 of 12 Pages
| CUSIP No. 835692104 | Page 5 of 12 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Visium Long Bias Offshore Fund, Ltd. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
None | |
| 6 SHARED VOTING POWER
365,692 (See Item 4) | ||
| 7 SOLE DISPOSITIVE POWER
None | ||
| 8 SHARED DISPOSITIVE POWER
365,692 (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,692 (See Item 4) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable |
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.99% |
|||
| 12 | TYPE OF REPORTING PERSON*
CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT.
Page 5 of 12 Pages
| CUSIP No. 835692104 | Page 6 of 12 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Visium Capital Management, LLC |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
None | |
| 6 SHARED VOTING POWER
409,154 (See Item 4) | ||
| 7 SOLE DISPOSITIVE POWER
None | ||
| 8 SHARED DISPOSITIVE POWER
409,154 (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,154 (See Item 4) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable |
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.11% |
|||
| 12 | TYPE OF REPORTING PERSON*
OO |
Page 6 of 12 Pages
| CUSIP No. 835692104 | Page 7 of 12 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Visium Asset Management, LLC |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
2,692,256 (See Item 4) | |
| 6 SHARED VOTING POWER
None | ||
| 7 SOLE DISPOSITIVE POWER
2,692,256 (See Item 4) | ||
| 8 SHARED DISPOSITIVE POWER
None |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,692,256 (See Item 4) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable |
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.29% |
|||
| 12 | TYPE OF REPORTING PERSON*
OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT.
Page 7 of 12 Pages
| CUSIP No. 835692104 | Page 8 of 12 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Master Fund, Ltd. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
(See Item 4) None | |
| 6 SHARED VOTING POWER
1,357,327 (See Item 4) | ||
| 7 SOLE DISPOSITIVE POWER
(See Item 4) None | ||
| 8 SHARED DISPOSITIVE POWER
1,357,327 (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,357,327 (See Item 4) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable |
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.68% |
|||
| 12 | TYPE OF REPORTING PERSON*
CO |
Page 8 of 12 Pages
| CUSIP No. 835692104 | Page 9 of 12 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Jacob Gottlieb |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
2,692,256 (See Item 4) | |
| 6 SHARED VOTING POWER
None (See Item 4) | ||
| 7 SOLE DISPOSITIVE POWER
2,692,256 (See Item 4) | ||
| 8 SHARED DISPOSITIVE POWER
None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,692,256 (See Item 4) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable |
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.29% |
|||
| 12 | TYPE OF REPORTING PERSON*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT.
Page 9 of 12 Pages
| CUSIP No. 835692104 | Page 10 of 12 Pages |
| Item 1 | (a) |
Name of Issuer: | ||||||||||
| Sonus Pharmaceuticals, Inc. (the “Company”) | ||||||||||||
| (b) |
Address of Issuer’s Principal Executive Offices: | |||||||||||
| 22026 20th Ave. SE, Bothell, Washington 98021 |
||||||||||||
| Item 2 | (a) – (c) |
This statement is filed on behalf of the following: | ||||||||||
| (1) Visium Balanced Fund, LP, a Delaware limited partnership (“VBF”), with its principal business office at c/o Visum Asset Management, LLC, 950 Third Avenue, New York, NY 10022. | ||||||||||||
| (6) Visium Long Bias Fund, LP, a Delaware limited partnership (“VLBF”), with its principal business office at c/o Visum Asset Management, LLC, 950 Third Avenue, New York, NY 10022. | ||||||||||||
| (7) Visium Balanced Fund Offshore, Ltd., a Cayman Islands corporation (“VBFO”), with its principal business office at c/o Morgan Stanley Fund Services (Cayman) Limited, P.O. Box 2681GT, Century yard, 4th Floor, Cricket Square, Hutchins Drive, Grand Cayman, Cayman Islands, British West Indies. | ||||||||||||
| (8) Visium Long Bias Fund Offshore, Ltd., a Cayman Islands corporation (“VLBFO”), with its principal business office at c/o Morgan Stanley Fund Services (Cayman) Limited, P.O. Box 2681GT, Century yard, 4th Floor, Cricket Square, Hutchins Drive, Grand Cayman, Cayman Islands, British West Indies. | ||||||||||||
| (9) Visium Asset Management, LLC, a Delaware limited liability company (“VAM”), with its principal business office at Visum Asset Management, LLC, 950 Third Avenue, New York, NY 10022. VAM is the investment advisor to each of VBF, VLBF, VBFO and VLBFO. | ||||||||||||
| (10) Visium Capital Management, LLC, a Delaware limited liability company (“VCM”), with its principal business office c/o Visum Asset Management, LLC, 950 Third Avenue, New York, NY 10022. VCM is the General Partner of VBF an VLBF. | ||||||||||||
| Atlas Master Fund, Ltd., (“AMF”) a Cayman Islands corporation (“AMF”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman Islands, British West Indies. | ||||||||||||
| (d) |
Title of Class of Securities: | |||||||||||
| Common Stock, | ||||||||||||
| (e) |
CUSIP Number: | |||||||||||
| 835692104 | ||||||||||||
| 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: | |||||||||||
| Not Applicable | ||||||||||||
Page 10 of 12 Pages
| CUSIP No. 835692104 | Page 11 of 12 Pages |
| Item 4 | Ownership: | |||||||||
| VBF | ||||||||||
| (a) | Amount Beneficially Owned: | |||||||||
| 302,384 shares | ||||||||||
| (b) | Percent of Class: | |||||||||
| .82% | ||||||||||
| (c) | Number of Shares as to which person has: | |||||||||
| (i) | sole power to vote or to direct vote: | |||||||||
| None | ||||||||||
| (ii) | shared power to vote or to direct vote: | |||||||||
| 302,384 shares | ||||||||||
| (iii) | sole power to dispose or direct disposition of: | |||||||||
| None | ||||||||||
| (iv) | shared power to dispose or to direct disposition of: | |||||||||
| 302,384 shares | ||||||||||
| VLBF | ||||||||||
| (a) | Amount Beneficially Owned: | |||||||||
| 106,770 shares | ||||||||||
| (b) | Percent of Class: | |||||||||
| .29% | ||||||||||
| (c) | Number of Shares as to which person has: | |||||||||
| (i) | sole power to vote or to direct vote: | |||||||||
| None | ||||||||||
| (ii) | shared power to vote or to direct vote: | |||||||||
| 106,770 shares | ||||||||||
| (iii) | sole power to dispose or direct disposition of: | |||||||||
| None | ||||||||||
| (iv) | shared power to dispose or to direct disposition of: | |||||||||
| 106,770 shares | ||||||||||
| VBFO | ||||||||||
| (a) | Amount Beneficially Owned: | |||||||||
| 560,083 shares | ||||||||||
| (b) | Percent of Class: | |||||||||
| 1.52% | ||||||||||
| (c) | Number of Shares as to which person has: | |||||||||
| (i) | sole power to vote or to direct vote: | |||||||||
| None | ||||||||||
| (ii) | shared power to vote or to direct vote: | |||||||||
| 560,083 shares | ||||||||||
| (iii) | sole power to dispose or direct disposition of: | |||||||||
| None | ||||||||||
| (iv) | shared power to dispose or to direct disposition of: | |||||||||
| 560,083 shares | ||||||||||
| VLBFO | ||||||||||
| (a) | Amount Beneficially Owned: | |||||||||
| 365,692 shares | ||||||||||
| (b) | Percent of Class: | |||||||||
| .99% | ||||||||||
| (c) | Number of Shares as to which person has: | |||||||||
| (i) | sole power to vote or to direct vote: | |||||||||
| None | ||||||||||
| (ii) | shared power to vote or to direct vote: | |||||||||
| 365,692 shares | ||||||||||
| (iii) | sole power to dispose or direct disposition of: | |||||||||
| None | ||||||||||
| (iv) | shared power to dispose or to direct disposition of: | |||||||||
| 365,692 shares | ||||||||||
| VAM | ||||||||||
| (a) | Amount Beneficially Owned: | |||||||||
| By virtue of its position as investment advisor to each of VBF, VLBF, VBFO and VLBFO as well as managing an account for AMF, VAM may be deemed to beneficially own the 2,692,256 shares of the Company’s Common Stock beneficially owned by VBF, VLBF, VBFO and VLBFO as well as the shares of the Company’s Common Stock in the AMF managed account. | ||||||||||
| (b) | Percent of Class: | |||||||||
| 7.29% | ||||||||||
| (c) | Number of Shares as to which person has: | |||||||||
| (i) | sole power to vote or to direct vote: | |||||||||
| 2,692,256 shares | ||||||||||
| (ii) | shared power to vote or to direct vote: | |||||||||
| None | ||||||||||
| (iii) | sole power to dispose or direct disposition of: | |||||||||
| 2,692,256 shares | ||||||||||
| (iv) | shared power to dispose or to direct disposition of: | |||||||||
| None | ||||||||||
| VCM | ||||||||||
| (a) | Amount Beneficially Owned: | |||||||||
| By virtue of its position as General Partner to each of VBF and VLBF, VCM may be deemed to beneficially own the 409,154 shares of the Company’s Common Stock beneficially owned by VBF and VLBF. | ||||||||||
| (b) | Percent of Class: | |||||||||
| 1.11% | ||||||||||
| (c) | Number of Shares as to which person has: | |||||||||
| (i) | sole power to vote or to direct vote: | |||||||||
| None | ||||||||||
| (ii) | shared power to vote or to direct vote: | |||||||||
| 409,154 shares | ||||||||||
| (iii) | sole power to dispose or direct disposition of: | |||||||||
| None | ||||||||||
| (iv) | shared power to dispose or to direct disposition of: | |||||||||
| 409,154 shares | ||||||||||
| Jacob Gottlieb | ||||||||||
| (a) | Amount Beneficially Owned: | |||||||||
| By virtue of his position as the principal of VAM and the sole managing member of VCM, Dr. Gottlieb may be deemed to beneficially own the 2,692,256 shares of the Company’s Common Stock beneficially owned by VAM. | ||||||||||
| (b) | Percent of Class: | |||||||||
| 7.29% | ||||||||||
| (c) | Number of Shares as to which person has: | |||||||||
| (i) | sole power to vote or to direct vote: | |||||||||
| 2,692,256 shares | ||||||||||
| (ii) | shared power to vote or to direct vote: | |||||||||
| None | ||||||||||
| (iii) | sole power to dispose or direct disposition of: | |||||||||
| 2,692,256 shares | ||||||||||
| (iv) | shared power to dispose or to direct disposition of: | |||||||||
| None | ||||||||||
| Ownership: |
||||||||||
| AMF | ||||||||||
| (a) | Amount Beneficially Owned: | |||||||||
| 1,357,327 shares | ||||||||||
| (b) | Percent of Class: | |||||||||
| 3.68% | ||||||||||
| (c) | Number of Shares as to which person has: | |||||||||
| (i) | sole power to vote or to direct vote: | |||||||||
| None | ||||||||||
| (ii) | shared power to vote or to direct vote: | |||||||||
| 1,357,327 shares | ||||||||||
| (iii) | sole power to dispose or direct disposition of: | |||||||||
| None | ||||||||||
| 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: | |||||||||
| Not Applicable | ||||||||||
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: | |||||||||
| Not Applicable | ||||||||||
| Item 8 | Identification and Classification of Members of the Group: | |||||||||
| Not Applicable | ||||||||||
| Item 9 | Notice of Dissolution of Group: | |||||||||
| Not Applicable | ||||||||||
| 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. | ||||||||||
Page 11 of 12 Pages
| CUSIP No. 835692104 | Page 12 of 12 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.
Date: October 15, 2007
| VISIUM ASSET MANAGEMENT, LLC | VISIUM LONG BIAS FUND, LP | |||||||
| By: | /s/ Mark Gottlieb |
By: | /s/ Mark Gottlieb | |||||
| Mark Gottlieb | Mark Gottlieb | |||||||
| Authorized Signatory | Authorized Signatory | |||||||
| VISIUM BALANCED FUND, LP | VISIUM BALANCED OFFSHORE FUND, LTD. | |||||||
| By: | /s/ Mark Gottlieb |
By: | /s/ Mark Gottlieb | |||||
| Mark Gottlieb | Mark Gottlieb | |||||||
| Authorized Signatory | Authorized Signatory | |||||||
| VISIUM CAPITAL MANAGEMENT, LLC | VISIUM LONG BIAS OFFSHORE FUND, LTD. | |||||||
| By: | /s/ Mark Gottlieb |
By: | /s/ Mark Gottlieb | |||||
| Mark Gottlieb | Mark Gottlieb | |||||||
| Authorized Signatory | Authorized Signatory | |||||||
| JACOB GOTTLIEB | ATLAS MASTER FUND, LTD. | |||||||
| By: | /s/ Mark Gottlieb |
By: | /s/ Matthew Siclari | |||||
| Authorized Signatory | Authorized Signatory | |||||||
Page 12 of 12 Pages