SC 13G 1 e400655_sc13g-valentis.txt SCHEDULE 13G 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. )* Valentis, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 91913E02 -------------------------------------------------------------------------------- (CUSIP Number) July 20, 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). CUSIP No. 91913E02 13G Page 2 of 6 Pages -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Joseph Edelman -------------------------------------------------------------------------------- 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 936,861 ----------------------------------------------------------------- NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER REPORTING PERSON 886,861 WITH ----------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 50,000 -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 936,861 -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.20% -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 8 Pages CUSIP No. 91913E02 13G Page 3 of 6 Pages -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Larry Chachkes -------------------------------------------------------------------------------- 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 6. SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 50,000 -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000 -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .38% -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 8 Pages Item 1. (a) Name of Issuer. Valentis, Inc. (b) Address of Issuer's Principal Executive Offices. 863A Mitten Road Burlingame, CA 94010 Item 2. (a) Name of Person Filing. This Schedule 13G is being filed with respect to shares of Common Stock of the Issuer which are beneficially owned by Joseph Edelman and Larry Chachkes (collectively, the "Reporting Persons"). See Item 4 below. (b) Address of Principal Business Office or, if none, Residence. The principal business address of each of the Reporting Persons is: c/o First New York Securities, LLC 850 Third Avenue, 8th Floor New York, NY 10022 (c) Citizenship. Each of the Reporting Persons is a United States citizen. (d) Title of Class of Securities. Common Stock, $0.001 par value per share (e) CUSIP Number. 91913E02 Page 4 of 8 Pages 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. Mr. Edelman: 936,861 (comprised of (i) 844,171 shares held by Perceptive Life Sciences Master Fund Ltd., a Cayman Islands company of which the investment manager is Perceptive Advisors LLC, a Delaware limited liability company of which Mr. Edelman is the managing member and (ii) 92,690 shares held in an account of First New York Trading, LLC, of which Mr. Edelman has voting and dispositive power). Mr. Chachkes: 50,000 (comprised of (i) 45,000 shares held by the Master Fund, of which shares Mr. Chachkes shares dispositive power with Mr. Edelman and (ii) 5,000 shares held in an account of FNYT, of which shares Mr. Chachkes shares dispositive power with Mr. Edelman). (b) Percent of Class. Mr. Edelman: 7.20% Mr. Chachkes: .38% (c) Number of shares as to which each such person has (i) sole power to vote or to direct the vote: Mr. Edelman: 936,861 Mr. Chachkes: 0 (ii) shared power to vote or to direct the vote: Mr. Edelman: 0 Mr. Chachkes: 0 (iii) sole power to dispose or to direct the disposition of: Mr. Edelman: 886,861 Mr. Chachkes: 0 (iv) shared power to dispose or to direct the disposition of: Mr. Edelman: 50,000 Mr. Chachkes: 50,000 Page 5 of 8 Pages 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 |_| Item 6. Ownership of More than Five Percent on Behalf of Another Person. Other persons have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, certain of the shares reported herein. In that regard, without limiting the foregoing, Mr. Edelman is the managing member of Perceptive Advisors LLC, the investment manager of the Master Fund. Accordingly, the Master Fund has the right to receive and the power to direct the receipt of, dividends and the proceeds from the sale of the shares reported herein that are held through the Master Fund. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. See Item 4(a) above, which is incorporated by reference herein. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Page 6 of 8 Pages 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. 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: July 28, 2004 /s/ Joseph Edelman --------------------------- Joseph Edelman /s/ Larry Chachkes --------------------------- Larry Chachkes Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). Page 7 of 8 Pages EXHIBIT A AGREEMENT JOINT FILING OF SCHEDULE 13G The undersigned hereby agree jointly to prepare and file with regulatory authorities a Schedule 13G and any amendments thereto reporting each of the undersigned's ownership of securities of Valentis, Inc. and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned. Date: July 28, 2004 /s/ Joseph Edelman --------------------------- Joseph Edelman /s/ Larry Chachkes --------------------------- Larry Chachkes