UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
(Amendment No. 2)1
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Cadence
Pharmaceuticals, Inc.
(Name of
Issuer)
Common
Stock, $.0001 par value
(Title of
Class of Securities)
12738T100
(CUSIP
Number)
December
31, 2008
(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)
_______________
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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CUSIP
No. 12738T 10
0
|
13G
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Page 2 of
12
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|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ProQuest
Investments III,
L.P. 20-0992411
|
|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
o
(b)
ý
|
||
|
3.
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SEC
USE ONLY
|
|||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
-0-
|
||
|
6.
|
SHARED
VOTING POWER
-0-
|
|||
|
7.
|
SOLE
DISPOSITIVE POWER
-0-
|
|||
|
8.
|
SHARED
DISPOSITIVE POWER
-0-
|
|||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES**
|
o
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
|||
|
12.
|
TYPE
OF REPORTING PERSON**
PN
|
|||
|
**
SEE INSTRUCTIONS BEFORE FILLING
OUT
|
||||
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CUSIP
No. 12738T 10
0
|
13G
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Page 3 of
12
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|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ProQuest
Associates III LLC20-0992451
|
|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
o
(b)
ý
|
||
|
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
-0-
|
||
|
6.
|
SHARED
VOTING POWER
-0-
|
|||
|
7.
|
SOLE
DISPOSITIVE POWER
-0-
|
|||
|
8.
|
SHARED
DISPOSITIVE POWER
-0-
|
|||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES**
|
o
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
|||
|
12.
|
TYPE
OF REPORTING PERSON**
OO
|
|||
|
**
SEE INSTRUCTIONS BEFORE FILLING
OUT
|
||||
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CUSIP
No. 12738T 10
0
|
13G
|
Page 4
of 12
|
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ProQuest
Management LLC04-3428179
|
|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
o
(b)
ý
|
||
|
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
-0-
|
||
|
6.
|
SHARED
VOTING POWER
-0-
|
|||
|
7.
|
SOLE
DISPOSITIVE POWER
-0-
|
|||
|
8.
|
SHARED
DISPOSITIVE POWER
-0-
|
|||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES**
|
o
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
|||
|
12.
|
TYPE
OF REPORTING PERSON**
OO
|
|||
|
**
SEE INSTRUCTIONS BEFORE FILLING
OUT
|
||||
|
CUSIP
No. 12738T 10
0
|
13G
|
Page 5
of 12
|
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jay
Moorin
|
|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
o
(b)
ý
|
||
|
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
-0-
|
||
|
6.
|
SHARED
VOTING POWER
-0-
|
|||
|
7.
|
SOLE
DISPOSITIVE POWER
-0-
|
|||
|
8.
|
SHARED
DISPOSITIVE POWER
-0-
|
|||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES**
|
o
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
|||
|
12.
|
TYPE
OF REPORTING PERSON**
IN
|
|||
|
**
SEE INSTRUCTIONS BEFORE FILLING
OUT
|
||||
|
CUSIP
No. 12738T 10
0
|
13G
|
Page 6
of 12
|
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Alain
Schreiber
|
|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
o
(b)
ý
|
||
|
3.
|
SEC
USE ONLY
|
|||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States Resident Alien
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
-0-
|
||
|
6.
|
SHARED
VOTING POWER
-0-
|
|||
|
7.
|
SOLE
DISPOSITIVE POWER
-0-
|
|||
|
8.
|
SHARED
DISPOSITIVE POWER
-0-
|
|||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES**
|
o
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
|||
|
12.
|
TYPE
OF REPORTING PERSON**
IN
|
|||
|
**
SEE INSTRUCTIONS BEFORE FILLING
OUT
|
||||
|
CUSIP
No. 12738T 10
0
|
13G
|
Page 7
of 12
|
Item
1(a). Name
of Issuer.
Cadence
Pharmaceuticals, Inc. (the “Company”).
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices.
|
The
Company’s principal executive offices are located at 12481 High Bluff Drive,
Suite 200, San Diego, California 92130.
|
Items
2(a).
|
Name
of Person Filing.
|
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 and
Management.
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.
|
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence.
|
The
address of the principal business office of each of the Reporting Persons is 90
Nassau Street, 5th Floor,
Princeton, NJ 08542.
|
Item
2(c).
|
Citizenship.
|
Mr.
Moorin is a United States citizen. Mr. Schreiber is a United States
resident alien. Investments III is a limited partnership organized
under the laws of the State of Delaware. Associates III and
Management are limited liability companies organized under the laws of the State
of Delaware.
|
CUSIP
No. 12738T 10
0
|
13G
|
Page 8
of 12
|
|
Item
2(d).
|
Title
of Class of Securities.
|
Common
stock, par value $0.0001 per share.
|
Item
2(e).
|
CUSIP
Number.
|
12738T100
|
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:
|
(a)
|
o
|
Broker
or dealer registered under Section 15 of the Act,
|
|
|
(b)
|
o
|
Bank
as defined in Section 3(a)(6) of the Act,
|
|
|
(c)
|
o
|
Insurance
Company as defined in Section 3(a)(19) of the Act,
|
|
|
(d)
|
o
|
Investment
Company registered under Section 8 of the Investment Company Act of
1940,
|
|
|
(e)
|
o
|
Investment
Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
|
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|
(f)
|
o
|
Employee
Benefit Plan or Endowment Fund in accordance with 13d-1
(b)(1)(ii)(F),
|
|
|
(g)
|
o
|
Parent
Holding Company or control person in accordance with Rule 13d-1
(b)(1)(ii)(G),
|
|
|
(h)
|
o
|
Savings
Association as defined in Section 3(b) of the Federal Deposit Insurance
Act,
|
|
|
(i)
|
o
|
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)
|
o
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
|
Item
4.
|
Ownership.
|
The
percentages used herein are calculated based upon 38,362,735 shares outstanding
as of October 31, 2008, based upon the Company’s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2008, filed with the SEC on November 7,
2008. As of the close of business on December 31, 2008, the Reporting
Persons beneficially owned shares of the Company’s common stock in the amounts
and percentages listed below:
|
A.
|
ProQuest
Investments III, L.P.
|
|||
|
(a)
|
Amount
beneficially owned: -0-
|
|||
|
(b)
|
Percent
of class: 0%
|
|||
|
(c)
|
(i)
|
Sole
power to vote or direct the
vote: -0-
|
||
|
CUSIP
No. 12738T 10
0
|
13G
|
Page 9 of
12
|
|
(ii)
|
Shared
power to vote or direct the vote: -0-
|
|||
|
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|||
|
(iv)
|
Shared
power to dispose or direct the
disposition: -0-
|
|||
|
B.
|
ProQuest
Associates III LLC
|
|||
|
(a)
|
Amount
beneficially owned: -0-
|
|||
|
(b)
|
Percent
of class: 0%
|
|||
|
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
||
|
(ii)
|
Shared
power to vote or direct the vote: -0-
|
|||
|
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|||
|
(iv)
|
Shared
power to dispose or direct the
disposition: -0-
|
|||
|
C.
|
ProQuest
Management LLC
|
|||
|
(a)
|
Amount
beneficially owned: -0-
|
|||
|
(b)
|
Percent
of class: 0%
|
|||
|
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
||
|
(ii)
|
Shared
power to vote or direct the vote: -0-
|
|||
|
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|||
|
(iv)
|
Shared
power to dispose or direct the
disposition: -0-
|
|||
|
D.
|
Jay
Moorin
|
|||
|
(a)
|
Amount
beneficially owned: -0-
|
|||
|
(b)
|
Percent
of class: 0%
|
|||
|
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
||
|
(ii)
|
Shared
power to vote or direct the vote: -0-
|
|||
|
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|||
|
(iv)
|
Shared
power to dispose or direct the
disposition: -0-
|
|||
|
E.
|
Alain
Schreiber
|
|||
|
(a)
|
Amount
beneficially owned: -0-
|
|||
|
(b)
|
Percent
of class: 0%
|
|||
|
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
||
|
(ii)
|
Shared
power to vote or direct the vote: -0-
|
|||
|
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|||
|
(iv)
|
Shared
power to dispose or direct the
disposition: -0-
|
|||
|
CUSIP
No. 12738T 10
0
|
13G
|
Page 10
of 12
|
|
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.ý
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
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.
|
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.
|
Certifications.
|
Each of
the Reporting Persons hereby makes the following 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.
|
CUSIP
No. 12738T 10
0
|
13G
|
Page 11
of 12
|
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: February
12, 2008
|
|||
| /s/ Pasquale DeAngelis | |||
|
Pasquale
DeAngelis, as a member of ProQuest Associates III LLC and on behalf of
ProQuest Investments III, L.P., and as a member of ProQuest Management
LLC
|
|||
|
*
|
|||
|
Jay
Moorin, individually
|
|||
|
*
|
|||
|
Alain
Schreiber, individually
|
|
*By:
|
/s/ Pasquale DeAngelis | |||
|
Pasquale
DeAngelis, Attorney-in-Fact
|
||||
|
CUSIP
No. 12738T 10
0
|
13G
|
Page 12 of
12
|
EXHIBIT
INDEX
|
Exhibit Number
|
Exhibit Description
|
|
24.1
|
Power
of Attorney*
|
|
99.1
|
Joint
Filing
Agreement*
|
*Previously
filed.