Sec Form 13G Filing - Southpoint Capital Advisors LP filing for SEELOS THERAPEUTICS INC PA (SEEL) - 2008-12-22

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Washington, D.C. 20549

NexMed, Inc.

(Name of Issuer)

Common Shares, par value $0.001

(Title of Class of Securities)

652903-10-5

(CUSIP Number)

December 17, 2008

(Date of Event Which Requires Filing of this Statement)

 

 

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SCHEDULE 13G/A

This Amendment No. 4 to Schedule 13G (the “Amendment”) is an amendment to the initial statement, as amended by Amendment Nos. 1, 2 and 3, on Schedule 13G relating to shares of common stock, par value $0.001 per share (the “Common Stock”) of Nexmed, Inc., a Nevada corporation (the “Issuer”), filed with the Securities and Exchange Commission (the “SEC”) on October 17, 2006, (the “Schedule 13G”). Amendment No. 1 to Schedule 13G was filed on January 4, 2007, Amendment No. 2 to Schedule 13G was filed on April 19, 2007 and Amendment No. 3 to Schedule 13G was filed on September 11, 2008.

This Amendment is being filed on behalf of Southpoint Capital Advisors LLC, a Delaware limited liability company (“Southpoint CA LLC”), Southpoint GP, LLC, a Delaware limited liability company (“Southpoint GP LLC”), Southpoint Capital Advisors LP, a Delaware limited partnership (“Southpoint Advisors”), Southpoint GP, LP, a Delaware limited partnership (“Southpoint GP”), Robert W. Butts and John S. Clark II. Southpoint CA LLC is the general partner of Southpoint Advisors. Southpoint GP LLC is the general partner of Southpoint GP. Southpoint GP is the general partner of Southpoint Fund LP, a Delaware limited partnership (the “Fund”), Southpoint Qualified Fund LP, a Delaware limited partnership (the “Qualified Fund”), and Southpoint Master Fund, LP, a Cayman Islands exempted limited partnership (the “Master Fund”). Southpoint Offshore Fund, Ltd., a Cayman Island exempted company (the “Offshore Fund”), is also a general partner of the Master Fund. This Amendment relates to shares of Common Stock of the Issuer purchased by the Fund, the Qualified Fund and the Master Fund.

Item 1(b)		Address of Issuer’s Principal Executive Offices.

350 Corporate Boulevard
Robbinsville, New Jersey 08691

Item 3		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)		o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)		o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)		o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)		o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)		þ An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
	(f)		o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
	(g)		o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
	(h)		o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

	(i)		o 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 (15 U.S.C. 80a-3).
	(j)		o Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4		Ownership.

Item 4 is hereby amended and restated as follows:

	(a)		Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II may be deemed the beneficial owners of 4,261,715 shares of Common Stock.
	(b)		As of December 19, 2008, Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II may be deemed the beneficial owners of 4.82% of the outstanding shares of Common Stock. This percentage was determined by dividing 4,261,715 by 88,436,204, which is the number of shares of Common Stock outstanding as of August 4, 2008, according to the Issuer’s Form 10-Q/A filed on November 18, 2008 with the Securities Exchange Commission and 4,261,715 warrants held by Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II .
	(c)		Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II have the sole power to vote and dispose of the 4,261,715 shares of Common Stock beneficially owned.

Item 10		Certification.

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were 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.

Exhibits		Exhibit 1

Joint Filing Agreement dated December 19, 2008, between Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II.

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: December 19, 2008