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UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13G/A
(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 13d-2(b)
(Amendment No. 1)*
AVI Biopharma, Inc.
(Name of Issuer)
Common Stock, par value $0.001 par share
(Title of Class of Securities)
002346104
(CUSIP Number)
December 31, 2004
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule 13G 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 purposes 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. 002346104
_____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Smithfield Fiduciary LLC - not applicable
______________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
______________________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
______________________________________________________________________________
(5) SOLE VOTING POWER
-0-
_______________________________________________________________
NUMBER OF
(6) SHARED VOTING POWER
SHARES
392,781 shares of Common Stock
BENEFICIALLY
Warrants to purchase shares of Common Stock (exercisable
OWNED BY for an aggregate of 2,790,026 shares of Common Stock).
See footnote 1 in Item 4.
EACH _______________________________________________________________
REPORTING (7) SOLE DISPOSITIVE POWER
-0-
PERSON WITH _______________________________________________________________
(8) SHARED DISPOSITIVE POWER
See Row 6 above.
______________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
______________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
______________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.99%.
______________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
OO - Limited Liability Company
______________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge International LLC - not applicable
______________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
______________________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
______________________________________________________________________________
(5) SOLE VOTING POWER
-0-
_______________________________________________________________
NUMBER OF
(6) SHARED VOTING POWER
SHARES
392,781 shares of Common Stock
BENEFICIALLY
Warrants to purchase shares of Common Stock (exercisable
OWNED BY for an aggregate of 2,790,026 shares of Common Stock).
See footnote 1 in Item 4.
EACH _______________________________________________________________
REPORTING (7) SOLE DISPOSITIVE POWER
-0-
PERSON WITH _______________________________________________________________
(8) SHARED DISPOSITIVE POWER
See Row 6 above.
______________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
______________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
______________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.99%.
______________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
OO - Limited Liability Company
______________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge Capital Corporation - not applicable
______________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
______________________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
______________________________________________________________________________
(5) SOLE VOTING POWER
-0-
_______________________________________________________________
NUMBER OF
(6) SHARED VOTING POWER
SHARES
392,781 shares of Common Stock
BENEFICIALLY
Warrants to purchase shares of Common Stock (exercisable
OWNED BY for an aggregate of 2,790,026 shares of Common Stock).
See footnote 1 in Item 4.
EACH _______________________________________________________________
REPORTING (7) SOLE DISPOSITIVE POWER
-0-
PERSON WITH _______________________________________________________________
(8) SHARED DISPOSITIVE POWER
See Row 6 above.
______________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
______________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
______________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.99%.
______________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
BD - Broker Dealer
______________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge Capital Management, LLC - 20-1901985
______________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
______________________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
______________________________________________________________________________
(5) SOLE VOTING POWER
-0-
_______________________________________________________________
NUMBER OF
(6) SHARED VOTING POWER
SHARES
392,781 shares of Common Stock
BENEFICIALLY
Warrants to purchase shares of Common Stock (exercisable
OWNED BY for an aggregate of 2,790,026 shares of Common Stock).
See footnote 1 in Item 4.
EACH _______________________________________________________________
REPORTING (7) SOLE DISPOSITIVE POWER
-0-
PERSON WITH _______________________________________________________________
(8) SHARED DISPOSITIVE POWER
See Row 6 above.
______________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
______________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
______________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.99%.
______________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
OO - Limited Liability Company
______________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Glenn Dubin
______________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
______________________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
______________________________________________________________________________
(5) SOLE VOTING POWER
-0-
_______________________________________________________________
NUMBER OF
(6) SHARED VOTING POWER
SHARES
392,781 shares of Common Stock
BENEFICIALLY
Warrants to purchase shares of Common Stock (exercisable
OWNED BY for an aggregate of 2,790,026 shares of Common Stock).
See footnote 1 in Item 4.
EACH _______________________________________________________________
REPORTING (7) SOLE DISPOSITIVE POWER
-0-
PERSON WITH _______________________________________________________________
(8) SHARED DISPOSITIVE POWER
See Row 6 above.
______________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
______________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
______________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.99%.
______________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
______________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Henry Swieca
______________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
______________________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
______________________________________________________________________________
(5) SOLE VOTING POWER
-0-
_______________________________________________________________
NUMBER OF
(6) SHARED VOTING POWER
SHARES
392,781 shares of Common Stock
BENEFICIALLY
Warrants to purchase shares of Common Stock (exercisable
OWNED BY for an aggregate of 2,790,026 shares of Common Stock).
See footnote 1 in Item 4.
EACH _______________________________________________________________
REPORTING (7) SOLE DISPOSITIVE POWER
-0-
PERSON WITH _______________________________________________________________
(8) SHARED DISPOSITIVE POWER
See Row 6 above.
______________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
______________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
______________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.99%.
______________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
Item 1.
(a) Name of Issuer
AVI Biopharma, Inc.
(b) Address of Issuer's Principal Executive Offices:
One SW Columbia Street, Suite 1105
Portland, Oregon 97258
Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office
Item 2(c). Citizenship
This Schedule 13G/A is being filed on behalf of each of the following
persons (each, a "Reporting Person"):
Highbridge International LLC
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
Highbridge Capital Corporation
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: State of Delaware
Glenn Dubin
c/o Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: United States
Henry Swieca
c/o Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: United States
(d) Title of Class of Securities
Common Stock, par value $0.001 per share
(e) CUSIP Number 002346104
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
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 Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association 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 Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]
Item 4. Ownership
(a) Amount Beneficially Owned
392,781 shares of Common Stock
Warrants to purchase shares of Common Stock (exercisable
for an aggregate of 2,790,026 shares of Common Stock). /1/
(b) Percent of Class
4.99%. /1/
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
0
(ii) shared power to vote or to direct the vote
See Item 4(a) above.
(iii) sole power to dispose or to direct the disposition of
0
(iv) shared power to dispose or to direct the disposition of
See item (a) above.
/1/ The securities reported herein include securities that the Reporting
Persons may acquire in the future upon the future through the exercise of
(i) warrants to purchase up to 173,334 shares of Common Stock issued by the
Issuer on March 25, 2002 (the "March 2002 Warrants"), (ii) warrants to purchase
up to 375,000 shares of Common Stock issued by the Issuer on May 5, 2003 (the
"May 2003 Warrants"), (iii) warrants to purchase up to 1,332,601 shares of
Common Stock issued by SuperGen, Inc. on June 26, 2003 (the "SuperGen
Warrants"), (iv) warrants to purchase up to 649,351 shares of Common Stock
issued by the Issuer on December 8, 2003 (the "December 2003 Warrants") and
(v) warrants to purchase up to 259,740 shares of Common Stock issued by the
Issuer on January 27, 2004 (the "January 2004 Warrants"). The expiration date
for (i) the March 2002 Warrants is March 24, 2006, (ii) the May 2003 Warrants
is May 5, 2008, (iii) the SuperGen Warrants is December 31, 2006, (iv) the
December 2003 Warrants is December 8, 2008 and (v) the January 2004 Warrants
is December 8, 2008. The current exercise price for (i) the March 2002
Warrants is $4.62, (ii) the May 2003 Warrants is $7.00, (iii) the SuperGen
Warrants is $5.00, (iv) the December 2003 is $5.50 and (v) the January 2004
is $5.50.
Pursuant to the terms of the March 2002 Warrants, the May 2003 Warrants, the
SuperGen Warrants, the December 2003 Warrants and the January 2004 Warrants,
the Reporting Persons cannot exercise such Warrants to the extent that such
exercise would cause the Reporting Persons to be "beneficial owners" of more
than 4.99% of the Common Stock within the meaning of Rule 13d-1 of the Act.
Highbridge Capital Management, LLC is the trading manager of Highbridge
International LLC and Highbridge Capital Corporation. Glenn Dubin is a
Managing Partner of Highbridge Capital Management, LLC. Henry Swieca is a
Managing Partner of Highbridge Capital Management, LLC. Smithfield Fiduciary
LLC is a wholly-owned subsidiary of Highbridge International LLC which is a
wholly-owned subsidiary of Highbridge Capital Corporation, a broker/dealer.
The foregoing should not be construed in and of itself as an admission by any
Reporting Person as to beneficial ownership of shares of Common Stock owned
by another Reporting Person.
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 [X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Inapplicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
See Item 2 above.
Item 8. Identification and Classification of Members of the Group
Inapplicable
Item 9. Notice of Dissolution of Group
Inapplicable
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
of 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.
Dated this 11th day of February, 2005
SMITHFIELD FIDUCIARY LLC
By: /s/ Howard Feitelberg
-------------------------------------
Howard Feitelberg, Director
Highbridge International LLC
By: /s/ Howard Feitelberg
-------------------------------------
Howard Feitelberg, Director
Highbridge Capital Corporation
By: /s/ Howard Feitelberg
-------------------------------------
Howard Feitelberg, Controller
Highbridge Capital Management, LLC
By: /s/ Ronald S. Resnick
-------------------------------------
Ronald S. Resnick, Managing Partner
/s/ Glenn Dubin
- -------------------------------------
Glenn Dubin
/s/ Henry Swieca
- -------------------------------------
Henry Swieca
Exhibit Index
-------------
Exhibit Description
------- -----------
1 Joint Filing Agreement
Exhibit 1
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G/A filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the
Common Stock of AVI Biopharma, Inc. is being filed, and all amendments thereto
will be filed, on behalf of each of the persons and entities named below in
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Dated: February 11, 2005
Smithfield Fiduciary LLC
By: /s/ Howard Feitelberg
-------------------------------------
Howard Feitelberg, Director
Highbridge International LLC
By: /s/ Howard Feitelberg
-------------------------------------
Howard Feitelberg, Director
Highbridge Capital Corporation
By: /s/ Howard Feitelberg
-------------------------------------
Howard Feitelberg, Controller
Highbridge Capital Management, LLC
By: /s/ Ronald S. Resnick
-------------------------------------
Ronald S. Resnick, Managing Partner
/s/ Glenn Dubin
- -------------------------------------
Glenn Dubin
/s/ Henry Swieca
- -------------------------------------
Henry Swieca