SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Altus Pharmaceuticals Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
02216N105
(CUSIP Number)
October 11, 2006
(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 13 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. 02216N105 13G Page 2 of 13 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Adage Capital Partners, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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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
Warrant to purchase 1,962,494 shares of Common Stock
112,506 shares of Common Stock
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
Warrant to purchase 1,962,494 shares of Common Stock
112,506 shares of Common Stock
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Warrant to purchase 1,962,494 shares of Common Stock
112,506 shares of Common Stock
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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)
8.4%
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(12) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 02216N105 13G Page 3 of 13 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Adage Capital Partners GP, L.L.C.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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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
Warrant to purchase 1,962,494 shares of Common Stock
112,506 shares of Common Stock
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
Warrant to purchase 1,962,494 shares of Common Stock
112,506 shares of Common Stock
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Warrant to purchase 1,962,494 shares of Common Stock
112,506 shares of Common Stock
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
8.4%
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(12) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 02216N105 13G Page 4 of 13 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Adage Capital Advisors, L.L.C.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
Warrant to purchase 1,962,494 shares of Common Stock
112,506 shares of Common Stock
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
Warrant to purchase 1,962,494 shares of Common Stock
112,506 shares of Common Stock
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Warrant to purchase 1,962,494 shares of Common Stock
112,506 shares of Common Stock
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
8.4%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 02216N105 13G Page 5 of 13 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Robert Atchinson
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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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
Warrant to purchase 1,962,494 shares of Common Stock
112,506 shares of Common Stock
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
Warrant to purchase 1,962,494 shares of Common Stock
112,506 shares of Common Stock
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Warrant to purchase 1,962,494 shares of Common Stock
112,506 shares of Common Stock
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
8.4%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 02216N105 13G Page 6 of 13 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Phillip Gross
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
Warrant to purchase 1,962,494 shares of Common Stock
112,506 shares of Common Stock
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
Warrant to purchase 1,962,494 shares of Common Stock
112,506 shares of Common Stock
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Warrant to purchase 1,962,494 shares of Common Stock
112,506 shares of Common Stock
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
8.4%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 02216N105 13G Page 7 of 13 Pages
Item 1(a). Name of Issuer:
The name of the issuer is Altus Pharmaceuticals Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 125 Sidney
Street, Cambridge, MA PostalCode02139
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Adage Capital Partners, L.P., a Delaware limited
partnership ("ACP"), with respect to 112,506 shares of Common
Stock and the Warrant to purchase 1,962,494 shares of Common
Stock (the "Warrant") directly owned by it;
(ii) Adage Capital Partners GP, L.L.C., a limited liability company
organized under the laws of the State of Delaware
("ACPGP"), as general partner of ACP, with respect to the
shares of Common Stock and the Warrant directly owned by
ACP;
(iii) Adage Capital Advisors, L.L.C., a limited liability company
organized under the laws of the State of Delaware ("ACA"),
as managing member of ACPGP, general partner of ACP, with
respect to the shares of Common Stock and the Warrant
directly owned by ACP;
(iv) Phillip Gross ("Mr. Gross"), as managing member of ACA,
managing member of ACPGP, general partner of ACP, with
respect to the shares of Common Stock and the Warrant
directly owned by ACP; and
(v) Robert Atchinson ("Mr. Atchinson"), as managing member of
ACA, managing member of ACPGP, general partner of ACP, with
respect to the shares of Common Stock and the Warrant
directly owned by ACP.
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.
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
200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
Item 2(c). Citizenship:
ACP is a limited partnership organized under the laws of the State of
Delaware. ACPGP and ACA are limited liability companies organized under the
laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the
United States.
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value per share (the "Common Stock")
CUSIP No. 02216N105 13G Page 8 of 13 Pages
Item 2(e). CUSIP Number:
02216N105
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).
If this statement is filed pursuant to 13d-1(c), check this box: [x]
Item 4. Ownership.
A. Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C.
and Adage Capital Advisors, L.L.C.
(a) Amount beneficially owned:
Warrant to purchase 1,962,494 shares of Common Stock
112,506 shares of Common Stock
(b) Percent of class: 8.4%. According to information
provided to the Reporting Persons by the Company,
there are 22,674,735 shares of Common Stock issued and
outstanding as of September 30, 2006. The percentages
used herein and in the rest of Item 4 are calculated
based upon such information.
CUSIP No. 02216N105 13G Page 9 of 13 Pages
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote:
Warrant to purchase 1,962,494 shares of Common Stock
112,506 shares of Common Stock
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition:
Warrant to purchase 1,962,494 shares of Common Stock
112,506 shares of Common Stock
ACP has the power to dispose of and the power to vote
the shares of Common Stock beneficially owned by it (in
the case of shares of Common Stock purchased upon
exercise of the Warrant or currently owned directly by
ACP), which power may be exercised by its general
partner, ACPGP. ACA, as managing member of ACPGP,
directs ACPGP's operations. Neither ACPGP nor ACA
directly owns the Warrant or any shares of Common Stock.
By reason of the provisions of Rule 13d-3 of the
Securities Exchange Act of 1934 (the "Act"), ACPGP and
ACA may be deemed to own beneficially the shares of
Common Stock beneficially owned by ACP.
B. Robert Atchinson and Phillip Gross
(a) Amount beneficially owned:
Warrant to purchase 1,962,494 shares of Common Stock
112,506 shares of Common Stock
(b) Percent of class: 8.4%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote:
Warrant to purchase 1,962,494 shares of Common Stock
112,506 shares of Common Stock
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition:
Warrant to purchase 1,962,494 shares of Common Stock
112,506 shares of Common Stock
Messrs. Atchinson and Gross, as managing members of ACA,
have shared power to vote the shares of Common Stock
beneficially owned by ACP (in the case of shares of
Common Stock purchased upon exercise of the Warrant or
currently owned directly by ACP). Neither Mr. Atchinson
nor Mr. Gross directly owns the Warrant or any shares of
Common Stock. By reason of the
CUSIP No. 02216N105 13G Page 10 of 13 Pages
provisions of Rule 13d-3 of the Act, each may be deemed
to beneficially own the shares of Common Stock
beneficially owned by ACP.
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.
ACPGP, the general partner of ACP, has the power to direct the affairs of
ACP, including decisions respecting the disposition of the proceeds from the
sale of the Warrant or any shares of Common Stock. Messrs. Atchinson and Gross
are the managing members of ACA, the managing member of ACPGP, and in that
capacity direct ACPGP's 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.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below each Reporting Person certifies that, to the best of
its 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. 02216N105 13G Page 11 of 13 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: October 18, 2006
ADAGE CAPITAL PARTNERS, L.P.
By: Adage Capital Partners GP, L.L.C.,
its general partner
By: Adage Capital Advisors, L.L.C.,
its managing member
/s/ Robert Atchinson
--------------------
Name: Robert Atchinson
Title: Managing Member
ADAGE CAPITAL PARTNERS GP, L.L.C.
By: Adage Capital Advisors, L.L.C.,
its managing member
/s/ Robert Atchinson
--------------------
Name: Robert Atchinson
Title: Managing Member
ADAGE CAPITAL ADVISORS, L.L.C.
/s/ Robert Atchinson
--------------------
Name: Robert Atchinson
Title: Managing Member
ROBERT ATCHINSON
/s/ Robert Atchinson
--------------------
ROBERT ATCHINSON, individually
PHILLIP GROSS
/s/ Phillip Gross
-----------------
PHILLIP GROSS, individually
CUSIP No. 02216N105 13G Page 12 of 13 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
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: October 18, 2006 ADAGE CAPITAL PARTNERS, L.P.
By: Adage Capital Partners GP, L.L.C.,
its general partner
By: Adage Capital Advisors, L.L.C.,
its managing member
/s/ Robert Atchinson
------------------------------
Name: Robert Atchinson
Title: Managing Member
ADAGE CAPITAL PARTNERS GP, L.L.C.
By: Adage Capital Advisors, L.L.C.,
its managing member
/s/ Robert Atchinson
------------------------------
Name: Robert Atchinson
Title: Managing Member
ADAGE CAPITAL ADVISORS, L.L.C.
/s/ Robert Atchinson
------------------------------
Name: Robert Atchinson
Title: Managing Member
ROBERT ATCHINSON
/s/ Robert Atchinson
------------------------------
Name: Robert Atchinson
CUSIP No. 02216N105 13G Page 13 of 13 Pages
PHILLIP GROSS
/s/ Phillip Gross
------------------------------
Name: Phillip Gross