SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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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 13d-2(b)
Incara Pharmaceuticals Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45324E103
(CUSIP Number)
August 14, 2001
(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)
(Page 1 of 10 Pages)
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*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. 45324E103 13G Page 2 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
DCF Partners, L.P.
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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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NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
765,328
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
765,328
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
765,328
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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)
6.0%
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(12) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 45324E103 13G Page 3 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
DCF Advisers, L.L.C.
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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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NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
765,328
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
765,328
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
765,328
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.0%
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(12) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 45324E103 13G Page 4 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Douglas C. Floren
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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
United States
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NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
765,328
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
765,328
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
765,328
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.0%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 45324E103 13G Page 5 of 10 Pages
Item 1(a). Name of Issuer:
The name of the issuer is Incara Pharmaceuticals Corporation (the
"Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 79 T.W. Alexander
Drive, 4401 Research Commons, Suite 200, Research Triangle Park, NC 27709.
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) DCF Partners, L.P., a Delaware limited partnership ("DCF
Partners") with respect to the shares of Common Stock directly
beneficially owned by it;
(ii) DCF Advisers, L.L.C., a limited liability company organized under
the laws of the State of Delaware ("DCF Advisers"), with respect
to the shares of Common Stock directly beneficially owned by DCF
Partners;
(iii) Mr. Douglas C. Floren ("Mr. Floren") with respect to the
shares of Common Stock directly beneficially owned by DCF
Partners.
The foregoing persons are hereinafter collectively referred to 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. The filing of this
Schedule 13G shall not be construed as an admission by any of the
Reporting Persons, individually or collectively, that any such person
is, for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this Schedule 13G.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of each of the Reporting Persons is 20
Dayton Avenue, Greenwich, Connecticut 06830.
Item 2(c). Citizenship:
DCF Partners is a limited partnership organized under the laws of the State
of Delaware. DCF Advisers is a limited liability company organized under the
laws of the State of Delaware. Mr. Floren is a United States citizen.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.001 (the "Common Stock").
Item 2(e). CUSIP Number:
45324E103
CUSIP No. 45324E103 13G Page 6 of 10 Pages
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) [ ] 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 of 1940,
(e) [ ] Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with 13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] 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 Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
A. DCF Partners, L.P.
(a) Amount beneficially owned: 765,328 The beneficial ownership
amounts used in this Schedule 13G include 148,128 shares of Common Stock
underlying certain warrants, held by DCF Partners, to purchase Common Stock at
an exercise price of $2.025 per share (the "Warrants"). The Warrants are
immediately exercisable and remain exercisable until August 14, 2006.
(b) Percent of class: 6.0% The percentages used in this Schedule 13G
are calculated based upon 12,773,973 shares of Common Stock deemed to be issued
and outstanding as of August 14, 2001. This figure consists of (i) 8,380,320
shares of Common Stock issued and outstanding as of August 7, 2001, as reflected
in the Company's Form 10-Q for the period ending June 30, 2001, (ii) 4,245,525
shares of Common Stock issued by the Company on August 14, 2001, as reflected in
the Company's Form 424B1 filed August 10, 2001, and (iii) 148,128 shares of
Common Stock underlying the Warrants.
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 765,328
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 765,328
CUSIP No. 45324E103 13G Page 7 of 10 Pages
B. DCF Advisers, L.L.C.
(a) Amount beneficially owned: 765,328
(b) Percent of class: 6.0%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 765,328
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 765,328
C. Mr. Douglas C. Floren
(a) Amount beneficially owned: 765,328
(b) Percent of class: 6.0%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 765,328
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 765,328
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.
DCF Advisers, the general partner of DCF Partners, has the power to direct
the affairs of DCF Partners, including decisions respecting the receipt of
dividends from and the proceeds from the sale of Common Stock. Mr. Floren is the
Managing Member of DCF Advisers, and in that capacity directs its operations.
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.
Please see item 2(a).
Item 9. Notice of Dissolution of Group.
Not applicable.
CUSIP No. 45324E103 13G Page 8 of 10 Pages
Item 10. Certification.
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. 45324E103 13G Page 9 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: August 22, 2001
/s/ Douglas C. Floren
Douglas C. Floren, individually, and as
managing member of
DCF Advisers, L.L.C.,
general partner of
DCF Partners, L.P.
CUSIP No. 45324E103 13G Page 10 of 10 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G 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.
Dated: August 22, 2001
/s/ DOUGLAS C. FLOREN
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Douglas C. Floren, individually, and as
managing member of
DCF Advisers, L.L.C.,
general partner of
DCF Partners, L.P.