SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(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 RULE 13d-2 (b)
(Amendment No. 1)
Vicuron Pharmaceuticals, Inc.
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(Name of Issuer)
Common Stock, par value $0.001
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(Title of Class of Securities)
925314106
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(CUSIP Number)
July 17, 2003
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(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. 925314106 13G Page 2 of 7 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Durus Capital Management, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER
700,000
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 700,000
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,000
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
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12. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 925314106 13G Page 3 of 7 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Scott Sacane
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER
700,000
-----------------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 700,000
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,000
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
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12. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1.
(a) Name of Issuer.
Vicuron Pharmaceuticals, Inc.
(b) Address of Issuer's Principal Executive Offices.
455 South Gulph Road, Suite 305
King of Prussia, PA
Item 2.
(a) Name of Person Filing.
This Statement is filed as a joint statement pursuant to Rule
13d-1(k) promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act") by (i) Durus Capital Management, LLC ("Capital"), a
Delaware limited liability company and (ii) Scott Sacane, the
Managing Member of Capital (Capital and Mr. Sacane are hereinafter
collectively referred to as the "Reporting Persons"). The Reporting
Persons are making a group filing because, due to the relationships
between them, the Reporting Persons may be deemed to constitute a
"group" for purposes of Section 13(d)(3) of the Exchange Act.
(b) Address of Principal Business Office or, if none, Residence.
The address of the principal business and principal office of each
of the Reporting Persons is 20 Marshall Street, Suite 320, South
Norwalk, CT 06854.
(c) Citizenship.
Mr. Sacane is a citizen of the United States.
(d) Title of Class of Securities.
Common Stock, par value $0.001.
(e) CUSIP Number.
925314106
Page 4 of 7
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:
(a) |_| Broker or dealer registered under Section 15 of the Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Act.
(c) |_| Insurance Company as defined in Section 3(a)(19) of the Act.
(d) |_| Investment Company registered under Section 8 of the
Investment Company Act.
(e) |_| Investment Adviser in accordance with Sec.
240.13d-1(b)(1)(ii)(E).
(f) |_| Employee Benefit Plan or Endowment Fund in accordance with
Sec. 240.13d-1(b)(1)(ii)(F).
(g) |_| Parent holding company, in accordance with Sec.
240.13d-1(b)(ii)(G).
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(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.
(j) |_| Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Sec. 240.13d-1(c), check this
box |X|.
Item 4. Ownership
(a) Amount Beneficially Owned.
The aggregate percentage of the outstanding shares of Common Stock
reported owned by each Reporting Person is based upon 53,839,358
shares of Common Stock outstanding as of August 4, 2003, as reported
in the Company's Form 10-Q filed with the SEC on August 14 , 2003.
As of the close of business on August 19, 2003:
(i) Capital beneficially owns 700,000 shares of Common Stock; and
(ii) As Managing Member of Capital, Mr. Sacane beneficially owns the
shares of Common Stock that are beneficially owned by Capital.
(b) Percent of Class.
(i) The 700,000 shares of Common Stock beneficially owned by Capital
constitute approximately 1.3% of the shares of Common Stock
outstanding; and
(ii) The 700,000 shares of Common Stock beneficially owned by Mr.
Sacane constitute approximately 1.3% of the shares of Common Stock
outstanding;
(c) Capital has the sole power to vote or direct the vote and to dispose
or to direct the disposition of the shares reported herein as being
beneficially owned by Capital, which power is exercisable by Mr.
Sacane as Managing Member of Capital.
Page 5 of 7
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]
On July 17, 2003, the Reporting Persons ceased to own, in the
aggregate, more than five percent of the Common Stock.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Durus Life Sciences Master Fund Ltd. has the right to receive and
the power to direct the receipt of dividends from, and the proceeds
from the sale of the shares reported herein that are beneficially
owned by Capital and Mr. Sacane.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Exhibit 1.
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 6 of 7
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: August 22, 2003
Durus Capital Management, LLC
By: /s/ Scott Sacane
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Name: Scott Sacane
Title: Managing Member
/s/ Scott Sacane
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Scott Sacane
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
Page 7 of 7