UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.)*
Ista Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45031X204
(CUSIP Number)
Alexander H. McMillan, Esq.
Loeb Offshore Management LP
61 Broadway, New York, N.Y. 10006
(212) 483-7070
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
02/01/2012
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of 240,13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 240.13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting persons
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.
45031X204
1. Name of Reporting Person
Loeb Offshore Management LP
I.R.S. Identification No. of Above Person
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds
WC, OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
[ ]
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power
-0-
8. Shared Voting Power
1,965,621
9. Sole Dispositive Power
-0-
10. Shared Dispositive Power
1,965,621
11. Aggregate Amount of Beneficially Owned by Each Reporting Person
1,965,621
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
4.74%
14. Type of Reporting Person
IA
CUSIP No.
45031X204
1. Name of Reporting Person
Loeb Arbitrage Management LP
I.R.S. Identification No. of Above Person
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds
WC, OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
[ ]
6. Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power
-0-
8. Shared Voting Power
131,153
9. Sole Dispositive Power
-0-
10. Shared Dispositive Power
131,153
11. Aggregate Amount of Beneficially Owned by Each Reporting Person
131,153
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
0.32%
14. Type of Reporting Person
IA
CUSIP No.
45031X204
1. Name of Reporting Person
Loeb Arbitrage Offshore Partners Ltd.
I.R.S. Identification No. of Above Person
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds
WC, OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
[ ]
6. Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power
-0-
8. Shared Voting Power
1,965,621
9. Sole Dispositive Power
-0-
10. Shared Dispositive Power
1,965,621
11. Aggregate Amount of Beneficially Owned by Each Reporting Person
1,965,621
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
4.74%
14. Type of Reporting Person
CO
Item 1.
Security and Issuer
The title and class of equity security to which this Statement relates is the
Common Stock, $.001 par value, of Ista Pharmaceuticals, Inc. (the Issuer). The
address of the Issuers principal executive offices is 50 Technology Drive,
Irvine, California 92618.
Item 2.
Identity and Background
This statement is filed by:
(i) Loeb Offshore Management LP (LOM)
(ii) Loeb Arbitrage Management LP (LAM)
(iii) Loeb Arbitrage Offshore Partners, Ltd. (LAOP)
This statement relates to Shares (as defined herein) held by LAOP over which LOM
has discretionary trading authority as investment adviser and for the accounts
of customers of LAM as to which it has investment discretion. The general
partner of LOM and LAM is Loeb Management Holding LLC, a Delaware limited
liability company. The owners of LAM and LOM are Loeb Holding Corporation and LB
Partners, L.P., entities controlled by Thomas L. Kempner and Gideon J. King,
respectively. The foregoing persons are hereinafter sometimes collectively
referred to as the Reporting Persons. The address of the business office of each
of the Reporting Persons is 61 Broadway, New York, New York 10006.
LOM and LAM are Delaware limited partnerships and registered investment
advisers, doing business together as Loeb Capital Management. LOM and LAMs
President and Chief Executive Officer is Gideon J. King. The other officers
include Thomas L. Kempner, Chairman of the Board; Alexander H. McMillan, Vice
President and Secretary; and Edward J. Campbell, Chief Financial Officer. LOM is
the investment manager of LAOP, a Cayman Islands exempted company. Gideon J.
King, Pearse Griffith and Peter Heaps are Directors of LAOP.
Messrs. King, Kempner, McMillan and Campbell are United States citizens. Mr.
Griffith is a citizen of the United Kingdom of Great Britain and Northern
Ireland and Mr. Heaps is a citizen of the Republic of Ireland. During the last
five years, none of the entities or individuals named in this Item 2 have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
been or are subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
Item 3.
Source and Amount of Funds or Other Consideration
Common Stock was acquired by LAOP and LAM (for accounts of customers as to which
LAM has investment discretion) in margin accounts maintained with J.P. Morgan
Clearing Corp.
Item 4.
Purpose of Transaction
LAM and LAOP (Loeb) have acquired Common Stock for investment purposes. Loeb
reserves the right, consistent with applicable law, to acquire additional
securities of the Issuer (whether through open market purchases, block trades,
private acquisitions, tender or exchange offers or otherwise). Loeb intends to
review its investment in the Issuer on a continuing basis and may engage in
discussions with management or the Board of Directors of the Issuer concerning
the business and future plans of the Issuer. Depending on various factors,
including, without limitation, the Issuers financial position and investment
strategy, the price levels of the Common Stock of the Issuer, conditions in the
securities markets and general economic and industry conditions, Loeb may in the
future take such actions with respect to its investment in the Issuer as it
deems appropriate including, without limitation, seeking Board representations,
making proposals to the Issuer concerning the capitalization of the Issuer,
purchasing additional Common Stock and other securities of the Issuer, selling
some or all of its Common Stock, engaging in short selling of or any hedging or
similar transaction with respect to the Common Stock of the Issuer or changing
its intention partially or entirely with respect to any and all matters referred
to in Item 4.
Item 5.
Interest in Securities of the Issuer
(a)
As of the date hereof, the Reporting Persons (collectively referred to as
"Loeb") may be deemed to beneficially own the number of shares of the Company's
common stock representing the percentage of the Company's common stock set forth
opposite the name of the Reporting Person below:
The percentages used herein are calculated based upon 41,501,397 shares of the
Issuer's common stock, issued and outstanding as of September 30, 2011, the
latest date for which such information is available, as reported in the Issuer's
Quarterly Report on Form 10Q filed on November 7, 2011.
Number of Shares Beneficially Owned
Percentage of Outstanding Shares
Loeb Arbitrage Offshore Partners, Ltd. (1)
1,965,621
4.74%
Loeb Arbitrage Management, LP (2)
131,153
0.32%
Loeb Offshore Management LP
1,965,621
4.74%
Total for Loeb:
2,096,744
5.06%
(1) Loeb Offshore Management LP has discretionary trading authority of the
shares held by Loeb Arbitrage Offshore Partners, Ltd., as investment manager.
(2) Common Stock purchased for the accounts of customers of Loeb Arbitrage
Management LP as to which it has investment discretion.
(b)
As indicated above, each of the above Reporting Persons has shared power to vote
or to direct the vote of, and shared power to dispose or direct the disposition
of, all of the shares reported as beneficially owned by such Reporting Person.
(c)
The following purchases and sales (-) of Common Stock have been in the past
sixty (60) days:
Purchases and Sales of Ordinary Shares
Date
Shares
Average Price
Loeb Arbitrage Management LP
02/01/12
3,052
8.0880
01/31/12
15,025
8.0230
01/30/12
31,514
7.7386
01/27/12
3,137
8.0415
01/26/12
6,274
8.1580
01/25/12
6,701
8.1693
01/24/12
989
8.0996
01/23/12
1,721
8.1322
01/20/12
3,896
8.1065
01/19/12
5,658
8.1453
01/18/12
10,055
8.1997
01/17/12
6,264
8.1766
01/13/12
3,509
7.2791
01/12/12
3,436
7.3347
01/10/12
1,687
7.2982
01/06/12
-890
7.0833
01/05/12
4,536
6.9449
01/04/12
5,002
6.9972
01/03/12
3,138
7.0296
12/29/11
840
6.9683
12/21/11
6,561
7.0000
12/16/11
9,048
6.5779
Date
Shares
Average Price
Loeb Arbitrage Offshore Partners, Ltd.
02/01/12
51,948
8.0880
01/31/12
224,449
8.0230
01/30/12
470,786
7.7386
01/27/12
46,863
8.0415
01/26/12
93,726
8.1580
01/25/12
100,110
8.1693
01/24/12
14,765
8.0996
01/23/12
25,714
8.1322
01/20/12
58,204
8.1065
01/19/12
138,796
8.1453
01/18/12
139,945
8.1997
01/17/12
87,182
8.1766
01/13/12
51,938
7.2791
01/12/12
47,818
7.3347
01/10/12
23,313
7.2982
01/06/12
-12,288
7.0833
01/05/12
62,664
6.9449
01/04/12
69,095
6.9972
01/03/12
26,862
7.0296
12/29/11
60
6.9683
12/21/11
82,719
7.0000
12/16/11
160,952
6.5779
(d)
Loeb Offshore Management LP, Loeb Arbitrage Management LP and Principals of
these entities expressly declare that this filing shall not be construed as an
admission that each is, for purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this filing.
(e)
Not Applicable.
All reported transactions were effected on NASDAQ. Unless otherwise noted, all
of such transactions were effected in open market transactions through various
brokerage entities.
Item 6.
Contracts, Arrangement, Understandings or Relationships with Respect to the
Issuer.
Not Applicable.
Item 7.
Materials to be Filed as Exhibits.
The Joint Filing Agreement between and among the Reporting Persons pursuant to
Section 240.13d-1(k) is attached hereto as Exhibit A.
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.
LOEB OFFSHORE MANAGEMENT LP
By: LOEB MANAGEMENT HOLDING LLC, G.P.
Date: February 1, 2012
By:_ /s/ Alexander H. McMillan
Alexander H. McMillan
Vice President
LOEB ARBITRAGE MANAGEMENT LP
By: LOEB MANAGEMENT HOLDING LLC, G.P.
Date: February 1, 2012
By:_ /s/ Alexander H. McMillan
Alexander H. McMillan
Vice President
LOEB ARBITRAGE OFFSHORE PARTNERS, LTD.
Date: February 1, 2012
By:_ /s/ Alexander H. McMillan
Alexander H. McMillan
Vice President
EXHIBIT A
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements.The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
LOEB ARBITRAGE MANAGEMENT LP
By: LOEB MANAGEMENT HOLDING LLC, G.P.
Date: February 1, 2012
By:_ /s/ Alexander H. McMillan
Alexander H. McMillan
Vice President
LOEB OFFSHORE MANAGEMENT LP
By: LOEB MANAGEMENT HOLDING LLC, G.P.
Date: February 1, 2012
By:_ /s/ Alexander H. McMillan
Alexander H. McMillan
Vice President
LOEB ARBITRAGE OFFSHORE PARTNERS, LTD.
Date: February 1, 2012
By:_ /s/ Alexander H. McMillan
Alexander H. McMillan
Vice President