Sec Form 13D Filing - XMARK ASSET MANAGEMENT LLC filing for ANTARES PHARMA INC. (ATRS) - 2004-08-31

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  SCHEDULE 13D
                   Under the Securities Exchange Act of 1934
                                (Amendment No. 5)*


                              ANTARES PHARMA, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                    Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   036642106
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

Mitchell D. Kaye, Manager                           with a copy to:
Xmark Asset Management, LLC                         Steven E. Siesser, Esq.
152 West 57th Street                                Lowenstein Sandler PC
21st Floor                                          65 Livingston Avenue
New York, New York  10019                           Roseland, New Jersey  07068
(212) 247-8200                                      (973) 597-2506
- --------------------------------------------------------------------------------
                 (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 August 20, 2004
- --------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule l3G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule  because of Sections 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 Section 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  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.         036642106
- --------------------------------------------------------------------------------
1.  Names of Reporting Persons.  I.R.S. Identification Nos. of above persons
   (entities only):
                       Xmark Asset Management, LLC
                               13-3954392
- --------------------------------------------------------------------------------
2.  Check the Appropriate Box if a Member of a Group (See Instructions):
         (a)                  Not
         (b)               Applicable
- --------------------------------------------------------------------------------
3.  SEC Use Only
- --------------------------------------------------------------------------------
4.  Source of Funds (See Instructions):  WC
- --------------------------------------------------------------------------------
5.  Check  if  Disclosure of  Legal Proceedings  Is Required  Pursuant  to Items
    2(d) or 2(e):                 Not Applicable
- --------------------------------------------------------------------------------
6.  Citizenship or Place of Organization:   New York, United States

- --------------------------------------------------------------------------------
    Number of                      7. Sole Voting Power:                  *
                                     -------------------------------------------
    Shares Beneficially            8. Shared Voting Power:                *
                                     -------------------------------------------
    Owned by
    Each Reporting                 9. Sole Dispositive Power:             *
                                      ------------------------------------------
    Person With                    10. Shared Dispositive Power:          *
                                      ------------------------------------------
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:   2,101,610*
- --------------------------------------------------------------------------------
12. Check if  the  Aggregate  Amount in  Row (11) Excludes  Certain  Shares (See
    Instructions):               Not Applicable

- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):   5.3%*
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions):   IA

- --------------------------------------------------------------------------------
*    The reporting  person is  Xmark Asset Management, LLC ("XAM"),  a  New York
limited liability company.  XAM's interest in the securities  reported herein is
limited to its  pecuniary  interest,  if any,  in Xmark Fund,  L.P.,  a Delaware
limited  partnership  ("Xmark  LP"),  and Xmark  Fund,  Ltd.,  a Cayman  Islands
exempted company ("Xmark Ltd").

Xmark LP is the holder of: (i) 112,243  shares (the "Xmark LP Shares") of Common
Stock, par value $0.01 per share (the "Common Stock"), of Antares Pharma,  Inc.,
a Minnesota  corporation  (the  "Company");  (ii)  warrants  (the "2003 Xmark LP
Warrants") which,  subject to certain exercise  restrictions  contained therein,
entitle  Xmark LP to purchase  an  aggregate  of up to 238,125  shares of Common
Stock at an  exercise  price of $1.00  per share  (the  "2003  Xmark LP  Warrant
Shares"), which exercise price is subject to adjustment as set forth in the 2003
Xmark LP  Warrants;  and (iii)  22,481  shares (the "Xmark LP Series D Preferred
Shares") of the Company's Series D Convertible  Preferred Stock, par value $0.01
per share (the  "Series D  Preferred  Stock").  Subject to certain  restrictions
contained in the Company's  Certificate  of  Designations  of Series D Preferred
Stock (the  "Certificate  of  Designations"),  each Xmark LP Series D  Preferred
Share is  convertible  into ten  shares of Common  Stock,  for an  aggregate  of
224,810 shares of Common Stock (the "Xmark LP Conversion Shares").

Xmark Ltd is the holder of: (i) 338,157  shares of Common  Stock (the "Xmark Ltd
Shares," and together  with the Xmark LP Shares,  the  "Shares");  (ii) warrants
(the "2003 Xmark Ltd  Warrants,"  and together  with the 2003 Xmark LP Warrants,
the "2003 Warrants") which, subject to certain exercise  restrictions  contained
therein,  entitle Xmark Ltd to purchase an aggregate of up to 511,875  shares of
Common  Stock at an  exercise  price of $1.00 per  share  (the  "2003  Xmark Ltd
Warrant  Shares,"  and  together  the 2003  Xmark LP Warrant  Shares,  the "2003
Warrant Shares"),  which exercise price is subject to adjustment as set forth in
the 2003 Xmark Ltd Warrant;  and (iii) 67,640 shares of Series D Preferred Stock





(the  "Xmark Ltd Series D  Preferred  Shares",  and  together  with the Xmark LP
Series  D  Preferred  Shares,  the  "Preferred  Shares").   Subject  to  certain
restrictions contained in the Certificate of Designations, each Xmark Ltd Series
D  Preferred  Share is  convertible  into ten  shares  of Common  Stock,  for an
aggregate of 676,400 shares of Common Stock (the "Xmark Ltd Conversion  Shares,"
and together with the Xmark LP Conversion Shares, the "Conversion Shares").

Prior to March 1, 2004,  Xmark LP was the holder of warrants (the "Initial Xmark
LP Warrants") which, subject to certain exercise restrictions contained therein,
entitled  Xmark LP to purchase up to an  aggregate  of 569,325  shares of Common
Stock at an  exercise  price of $0.28 per share (the  "Initial  Xmark LP Warrant
Shares"),  and Xmark Ltd was the  holder of  warrants  (the  "Initial  Xmark Ltd
Warrants",  and  together  with the  Initial  Xmark LP  Warrants,  the  "Initial
Warrants") which,  subject to certain exercise  restrictions  contained therein,
entitled Xmark Ltd to purchase an aggregate of up to 1,680,675  shares of Common
Stock at an exercise  price of $0.28 per share (the  "Initial  Xmark Ltd Warrant
Shares," and together  with the Initial  Xmark LP Warrant  Shares,  the "Initial
Warrant  Shares"),  which exercise prices are subject to adjustment as set forth
in the Initial Warrants.

Each  of the  2003  Warrants,  the  Initial  Warrants  and  the  Certificate  of
Designations  provides  that in no event  shall such  warrant or such  Preferred
Shares be exercisable  for, or convertible  into,  shares of Common Stock to the
extent that the issuance of 2003 Warrant  Shares,  Initial Warrant Shares and/or
Conversion Shares  thereunder,  taking into account the Shares,  would result in
the  "beneficial  ownership"  (as  defined  in Section  13(d) of the  Securities
Exchange Act of 1934, as amended, and Regulations 13D-G thereunder) by Xmark LP,
Xmark Ltd,  or their  affiliates,  of more than  9.99% of the Common  Stock (the
"Issuance  Limitation").  Such  Issuance  Limitation  may be  waived by Xmark LP
and/or  Xmark Ltd upon 61 days  written  notice  to the  Company.  The  Issuance
Limitation with respect to the Initial Warrants was waived on December 30, 2003.
As a result of that  waiver,  the Issuance  Limitation  with respect to the 2003
Warrants and the Conversion Shares is currently ineffective.

On March 1, 2004,  Xmark LP and Xmark Ltd fully  exercised the Initial  Warrants
and were issued the Initial Warrant Shares. As a result, on March 1, 2004, Xmark
LP became the holder of an additional  569,325 shares of Common Stock, and Xmark
Ltd became the holder of an additional 1,680,675 shares of Common Stock.

XAM serves as  investment  manager  for each of Xmark LP and Xmark Ltd.  In such
capacity,  XAM  possesses  the power to vote and direct the  disposition  of all
securities  held by Xmark LP and Xmark Ltd.  Thus, as of August 20, 2004 for the
purposes  of Reg.  Section  240.13d-3,  XAM may be  deemed to  beneficially  own
2,101,610  shares of Common Stock, or 5.3% of the Common Stock deemed issued and
outstanding as of that date.

The total number of shares of Common Stock  beneficially owned by XAM, including
2003  Warrant  Shares  and  Conversion  Shares  is  2,101,610  or  5.3%  of  the
outstanding  shares  of Common  Stock as of  August  20,  2004  (based  upon the
Company's  Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2004).  This does not  include  30,000  shares of Common  Stock and  Warrants to
acquire  349,999  shares of Common Stock owned by  Sabbatical  Ventures,  LLC, a
Delaware limited  liability  company  ("Sabbatical").  Nor does this include the
20,000 shares of Common Stock and warrants to acquire  700,001  shares of Common
Stock owned by certain employees of XAM. Sabbatical is controlled by Mitchell D.
Kaye.  Mr. Kaye is Manager of XAM.  XAM  disclaims  beneficial  ownership of the
securities  held by these  employees  and by  Sabbatical.  Sabbatical  disclaims
beneficial  ownership of securities  beneficially owned by each of XAM, Xmark LP
and Xmark Ltd.  XAM  acquired  these  shares of Common Stock and the warrants to
acquire these shares of Common Stock that were  distributed to its employees and
to Sabbatical pursuant to an Advisory  Agreement,  dated as of January 15, 2003.
Mr.  Kaye's  interest  in the  securities  reported  herein  is  limited  to his
pecuniary interest in XAM, Xmark LP, Xmark Ltd and Sabbatical, if any.

The  beneficial  ownership  reflected  herein  is as of  August  20,  2004.  The
reporting  person has engaged in additional  transactions  since that date. As a
result,  the  reporting  person  is now the  beneficial  owner of less than five
percent of the Company's Common Stock.





Item 5.   Interest in Securities of the Issuer.
          ------------------------------------

          Based  upon  the  Company's  Quarterly  Report  on Form  10-Q  for the
quarterly  period  ended  June 30,  2004,  as of  August  10,  2004  there  were
38,081,796 shares of Common Stock issued and outstanding. As of August 20, 2004,
Xmark LP and Xmark Ltd own, in aggregate, 450,400 shares of Common Stock.  As of
August  20,  2004,  based  on the  December  30,  2003  waiver  of the  Issuance
Limitation,  Xmark LP and Xmark Ltd  beneficially own 2,101,610 shares of Common
Stock, inclusive of the aforesaid 450,400 shares of Common Stock.

          XAM  possesses  sole power to vote and direct the  disposition  of all
securities held by Xmark LP and Xmark Ltd.  Thus, as of August 20, 2004, for the
purposes of  Reg. Section  240.13d-3,  XAM, the  investment  manager for each of
Xmark LP and Xmark Ltd, may be deemed to  beneficially  own 2,101,610  shares of
Common  Stock,  or  5.3%  of the  shares  of  Common  Stock  deemed  issued  and
outstanding as of that date. This does not include 30,000 shares of Common Stock
and  Warrants to acquire  349,999  shares of Common  Stock  owned by  Sabbatical
Ventures,  LLC, a Delaware limited  liability company  ("Sabbatical").  Nor does
this include the 20,000  shares of Common Stock and warrants to acquire  700,001
shares  of  Common  Stock  owned by  certain  employees  of XAM.  Sabbatical  is
controlled  by  Mitchell  D. Kaye.  Mr. Kaye is  Manager of XAM.  XAM  disclaims
beneficial   ownership  of  the  securities  held  by  these  employees  and  by
Sabbatical. Sabbatical disclaims beneficial ownership of securities beneficially
owned by each of XAM,  Xmark LP and Xmark  Ltd.  XAM  acquired  these  shares of
Common Stock and the warrants to acquire  these shares of Common Stock that were
distributed  to  its  employees  and  to  Sabbatical  pursuant  to  an  Advisory
Agreement,  dated as of January 15, 2003. Mr. Kaye's  interest in the securities
reported herein is limited to his pecuniary interest in XAM, Xmark LP, Xmark Ltd
and Sabbatical, if any.

          On  August  20,  2004,  Xmark LP  converted  22,460  Xmark LP Series D
Preferred  Shares into 224,460  shares of Common Stock,  and Xmark Ltd converted
67,594 Xmark Ltd Series D Preferred Shares into 675,940 shares of Common Stock.

          In addition to the  transactions  described above, the following table
details the transactions effected during the 60 days prior to August 20, 2004 in
Common Stock, or securities  convertible  into,  exercisable for or exchangeable
for Common Stock, by XAM or any person or entity controlled by XAM or any person
or  entity  for which  XAM  possesses  voting  or  investment  control  over the
securities  thereof  (each  of  which  was  effected  in an  ordinary  brokerage
transaction).


                                   I.  Xmark LP
                                   ------------

                                   (Purchases)

                                      NONE


                                     (Sales)


     Date                          Quantity                Price Per Share
     ----                          --------                ---------------

   June 29, 2004                      3,824                     $0.87
   June 30, 2004                     13,659                     $0.89
   July 01, 2004                      7,512                     $0.89





   July 02, 2004                     24,176                     $0.87
   July 06, 2004                      2,049                     $0.88
   July 26, 2004                      1,232                     $0.62
   July 26, 2004                     20,803                     $0.61
   August 20, 2004                  112,217                     $1.06


                                  II.  Xmark Ltd
     
                             --------------

                                   (Purchases)

                                      NONE


                                     (Sales)


     Date                          Quantity                Price Per Share
     ----                          --------                ---------------

   June 29, 2004                     10,176                     $0.87
   June 30, 2004                     36,341                     $0.89
   July 01, 2004                     19,988                     $0.89
   July 02, 2004                     64,324                     $0.87
   July 06, 2004                      5,451                     $0.88
   July 26, 2004                      3,278                     $0.62
   July 26, 2004                     55,348                     $0.61
   August 20, 2004                  337,783                     $1.06


          The beneficial  ownership  reflected  herein is as of August 20, 2004.
The reporting person has engaged in additional  transactions since that date. As
a result,  the reporting  person is now the  beneficial  owner of less than five
percent of the Company's Common Stock.


                                    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.


                                            August 30, 2004

                                            XMARK ASSET MANAGEMENT, LLC

                                            /s/ Mitchell D. Kaye
                                            ------------------------------------
                                            Mitchell D. Kaye, Manager


Attention:  Intentional  misstatements  or omissions of fact constitute  Federal
criminal violations (See 18 U.S.C. 1001).