SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Nanogen, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
630075109
(CUSIP Number)
January 29, 2004
(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).
2
CUSIP No. 630075109
1. Name of Reporting Person:
Langley Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: 813,864 (see Item 4)
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: 813,864 (see Item 4)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
813,864
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
[_]
11. Percent of Class Represented by Amount in Row (9): 3.2%
12. Type of Reporting Person: PN
3
CUSIP No. 630075109
1. Name of Reporting Person:
Langley Management, LLC
2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: 813,864 (see Item 4)
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: 813,864 (see Item 4)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
813,864
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
[_]
11. Percent of Class Represented by Amount in Row (9): 3.2%
12. Type of Reporting Person: OO
4
CUSIP No. 630075109
1. Name of Reporting Person:
Langley Capital, LLC
2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: 813,864 (see Item 4)
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: 813,864 (see Item 4)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
813,864
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
[_]
11. Percent of Class Represented by Amount in Row (9): 3.2%
12. Type of Reporting Person: OO
5
CUSIP No. 630075109
1. Name of Reporting Person:
Jeffrey Thorp
2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization: United States
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: 813,864 (see Item 4)
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: 813,864 (see Item 4)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
813,864
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
[_]
11. Percent of Class Represented by Amount in Row (9): 3.2%
12. Type of Reporting Person: IN
6
This Amendment No. 1 to Schedule 13G is filed by the
undersigned to amend and restate in its entirety the Schedule 13G, dated as of
September 24, 2003, with respect to the shares of Common Stock, par value $0.001
per share, of Nanogen, Inc.
Item 1(a). Name of Issuer:
Nanogen, Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
10398 Pacific Center Court
San Diego, CA 92121
Item 2(a). Name of Persons Filing:
(i) Langley Partners, L.P. ("Langley L.P."), (ii) Langley
Management, LLC, (iii) Langley Capital, LLC and (iv) Jeffrey
Thorp ("Thorp", together with Langley L.P., Langley
Management, LLC and Langley Capital, LLC, the "Reporting
Persons").
Item 2(b). Address of Principal Business Office:
For each Reporting Person:
535 Madison Avenue
7th Floor
New York, NY 10022.
Item 2(c). Citizenship:
See row 4 of each Reporting Persons' cover page.
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value per share, of the Company
Item 2(e). CUSIP Number:
630075109
Item 3. Not applicable.
Item 4. Ownership.
For each Reporting Person:
(a) Amount beneficially owned:
7
813,864 shares of Common Stock as follows: (i)
626,364 shares of Common Stock issuable to Langley
L.P. upon exercise of the six month warrants (the
"Six Month Warrants") to purchase Common Stock of the
Company expiring on March 19, 2004 and (ii) 187,500
shares of Common Stock issuable to Langley L.P. upon
exercise of the one year warrants (the "One Year
Warrants") to purchase Common Stock of the Company
expiring on September 19, 2004.
Langley Capital, LLC is the general partner of
Langley L.P. Thorp is the sole member and manager of
Langley Capital, LLC. Langley Management, LLC is the
investment manager of Langley L.P. Thorp holds a
99.9% membership interest in Langley Management, LLC
and is the sole manager thereof. As a result, each of
Langley Management, LLC, Langley Capital, LLC and
Thorp are considered to share the power to vote or
direct the vote of, and the power to dispose or
direct the disposition of, the shares of Common Stock
directly beneficially owned by Langley L.P. This
statement on Schedule 13G shall not be construed as
an admission that any of the Reporting Persons (other
than Langley L.P.) is the beneficial owner of the
Common Stock covered by this statement.
(b) Percent of class:
3.2% of the total outstanding shares of Common Stock.
This percentage is based upon 25,193,874 shares of
Common Stock issued and outstanding, which number is
calculated by adding (i) 24,380,010 (the number of
shares of Common Stock reported on the Form 10-Q for
the period ended September 30, 2003), (ii) 626,364
(the number of shares of Common Stock issuable to
Langley L.P. upon exercise of the Six Month Warrants)
and (iii) 187,500 (the number of shares of Common
Stock issuable to Langley L.P. upon exercise of the
One Year Warrants).
(c) Number of shares to which each Reporting Person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote:
813,864
(iii) Sole power to dispose or to direct the
disposition of: -0-
(iv) Shared power to dispose of or direct the
disposition of: 813,864
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.
Not Applicable.
8
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported 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 a 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.
9
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: January 29, 2004
LANGLEY PARTNERS, L.P.
By: LANGLEY CAPITAL, LLC,
as General Partner
By: /s/ Jeffrey Thorp
---------------------------------------
Jeffrey Thorp, Manager
LANGLEY MANAGEMENT, LLC
By: /s/ Jeffrey Thorp
---------------------------------------
Jeffrey Thorp, Manager
LANGLEY CAPITAL, LLC
By: /s/ Jeffrey Thorp
---------------------------------------
Jeffrey Thorp, Manager
/s/ Jeffrey Thorp
--------------------------------------------
Jeffrey Thorp