SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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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 13d-2(b)
(AMENDMENT NO.1)
ISOLAGEN, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
46488N103
(CUSIP Number)
December 9, 2004
(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 10 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. 46488N103 13G Page 2 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
DKR Saturn Management 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, USA
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
720,000 shares of common stock; 16,000,000 convertible
notes convert into 1,747,202 shares of common stock
OWNED BY -------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
720,000 shares of common stock; 16,000,000 convertible
notes convert into 1,747,202 shares of common stock
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
720,000 shares of common stock; 16,000,000 convertible
notes convert into 1,747,202 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)
2.56% common stock + 5.47% common stock through conversion
of convertible notes if converted = 7.73%
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(12) TYPE OF REPORTING PERSON **
IA
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 46488N103 13G Page 3 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Ronald Phillips
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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
USA
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
720,000 shares of common stock; 16,000,000 convertible
notes convert into 1,747,202 shares of common stock
OWNED BY -------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
720,000 shares of common stock; 16,000,000 convertible
notes convert into 1,747,202 shares of common stock
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
720,000 shares of common stock; 16,000,000 convertible
notes convert into 1,747,202 shares of common stock
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.56% common stock + 5.47% common stock through conversion
of convertible notes if converted = 7.73%
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(12) TYPE OF REPORTING PERSON **
HC, IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 46488N103 13G Page 4 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Michael Cotton
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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
USA
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
720,000 shares of common stock; 16,000,000 convertible
notes convert into 1,747,202 shares of common stock
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
720,000 shares of common stock; 16,000,000 convertible
notes convert into 1,747,202 shares of common stock
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
720,000 shares of common stock; 16,000,000 convertible
notes convert into 1,747,202 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)
2.56% common stock + 5.47% common stock through conversion
of convertible notes if converted = 7.73%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
HC, IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 46488N103 13G Page 5 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
DKR Saturn Event Driven Holding Fund Ltd.
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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
Bermuda
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
720,000 shares of common stock; 8,000,000 convertible notes
convert into 873,601 shares of common stock
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
720,000 shares of common stock; 8,000,000 convertible notes
convert into 873,601 shares of common stock
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
720,000 shares of common stock; 8,000,000 convertible notes
convert into 873,601 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)
2.32% common stock + 2.81% common stock through conversion of
convertible notes if converted = 5.13%
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(12) TYPE OF REPORTING PERSON **
CO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 46488N103 13G Page 6 of 10 Pages
Item 1(a). Name of Issuer:
ISOLAGEN, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
2500 Wilcrest, 5th Floor, Houston, Texas 77042
Item 2(a). Name of Person Filing:
(i) DKR Saturn Management L.P. (the "Investment Manager"), a Delaware
limited partnership which serves as investment manager to DKR Saturn Event
Driven Holding Fund Ltd. and DKR Saturn Multi-Strategy Holding Fund Ltd.,
(together, the "Funds") with respect to shares of common stock and shares of
common stock through conversion of convertible notes if converted, directly
owned by the Funds.
(ii) Ronald Phillips ("Mr. Phillips"), who, together with Mr. Cotton,
is responsible for the supervision and conduct of all investment activities of
the Investment Manager, including, without limitation, for all investment
decisions with respect to the assets of the Funds, with respect to shares of
common stock and shares of common stock through conversion of convertible notes
if converted, directly owned by the Funds.
(iii) Michael Cotton ("Mr. Cotton"), who, together with Mr. Phillips, is
responsible for the supervision and conduct of all investment activities of the
Investment Manager, including, without limitation, for all investment decisions
with respect to the assets of the Funds, with respect to shares of common stock
and shares of common stock through conversion of convertible notes if converted,
directly owned by the Funds.
(iv) DKR Saturn Event Driven Holding Fund Ltd. (the "Fund"), a Bermuda
corporation, with respect to shares of common stock and shares of common stock
through conversion of convertible notes if converted, directly owned by it.
Item 2(b). Address of Principal Business Office or, if None, Residence:
(i) The Investment Manager: 623 Fifth Avenue, 29th Floor, New York, NY
10022
(ii) Mr. Phillips: 623 Fifth Avenue, 29th Floor, New York, NY 10022
(iii) Mr. Cotton: 623 Fifth Avenue, 29th Floor, New York, NY 10022
(iv) The Fund: c/o AIG International Asset Management Ltd., 29 Richmond
Road, Pembroke HM08, Bermuda
Item 2(c). Citizenship:
(i) The Investment Manager: Delaware, USA
(ii) Mr. Phillips: USA
(iii) Mr. Cotton: USA
CUSIP No. 46488N103 13G Page 7 of 10 Pages
(iv) The Fund: Bermuda
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number: 46488N103
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.
(i) The Investment Manager:
(A) Amount beneficially owned:
720,000 shares of common stock; 16,000,000 convertible notes
convert into 1,747,202 shares of common stock
(B) Percent of class:
2.56% common stock + 5.47% common stock through conversion of
convertible notes if converted = 7.73%
(C) Number of shares as to which such person has:
(I) Sole power to vote or to direct the vote
0
CUSIP No. 46488N103 13G Page 8 of 10 Pages
(II) Shared power to vote or to direct the vote
720,000 shares of common stock; 16,000,000 convertible
notes convert into 1,747,202 shares of common stock
(III) Sole power to dispose or to direct the disposition of
0
(IV) Shared power to dispose or to direct the disposition of
720,000 shares of common stock; 16,000,000 convertible
notes convert into 1,747,202 shares of common stock
(ii) Mr. Phillips:
(A) Amount beneficially owned:
720,000 shares of common stock; 16,000,000 convertible notes
convert into 1,747,202 shares of common stock
(B) Percent of class:
2.56% common stock + 5.47% common stock through conversion of
convertible notes if converted = 7.73%
(C) Number of shares as to which such person has:
(I) Sole power to vote or to direct the vote
0
(II) Shared power to vote or to direct the vote
720,000 shares of common stock; 16,000,000 convertible
notes convert into 1,747,202 shares of common stock
(III) Sole power to dispose or to direct the disposition of
0
(IV) Shared power to dispose or to direct the disposition of
720,000 shares of common stock; 16,000,000 convertible
notes convert into 1,747,202 shares of common stock
(iii) Mr. Cotton:
(A) Amount beneficially owned:
720,000 shares of common stock; 16,000,000 convertible notes
convert into 1,747,202 shares of common stock
(B) Percent of class:
2.56% common stock + 5.47% common stock through conversion of
convertible notes if converted = 7.73%
(C) Number of shares as to which such person has:
(I) Sole power to vote or to direct the vote
0
(II) Shared power to vote or to direct the vote
720,000 shares of common stock; 16,000,000 convertible
notes convert into 1,747,202 shares of common stock
(III) Sole power to dispose or to direct the disposition of
0
(IV) Shared power to dispose or to direct the disposition of
720,000 shares of common stock; 16,000,000 convertible
notes convert into 1,747,202 shares of common stock
(iv) The Fund:
CUSIP No. 46488N103 13G Page 9 of 10 Pages
(A) Amount beneficially owned:
720,000 shares of common stock; 8,000,000 convertible notes
convert into 873,601 shares of common stock
(B) Percent of class:
2.32% common stock + 2.81% common stock through conversion of
convertible notes if converted = 5.13%
(C) Number of shares as to which such person has:
(I) Sole power to vote or to direct the vote
0
(II) Shared power to vote or to direct the vote
720,000 shares of common stock; 8,000,000 convertible
notes convert into 873,601 shares of common stock
(III) Sole power to dispose or to direct the disposition of
0
(IV) Shared power to dispose or to direct the disposition of
720,000 shares of common stock; 8,000,000 convertible
notes convert into 873,601 shares of common stock
Each of the Investment Manager, Mr. Phillips and Mr. Cotton expressly declares
that this filing shall not be construed as an admission that either is, for the
purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any
securities covered by this filing.
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.
The shareholders of DKR Saturn Multi-Strategy Holding Fund Ltd. have the
right to participate in the receipt of dividends from, or proceeds from the sale
of, the securities held for DKR Saturn Multi-Strategy Holding Fund Ltd.
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.
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
CUSIP No. 46488N103 13G Page 10 of 10 Pages
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.
DATED: March ___, 2005
By: ------------------------
Name: Barbara Burger
Title: Authorized Signatory,
DKR Saturn Management L.P.
By: ------------------------
Name: Ronald Phillips
By: ------------------------
Name: Michael Cotton
By: ------------------------
Name:
Title: Director, DKR Saturn Event Driven
Holding Fund Ltd.
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)