advaxis13ga-021610.htm
UNITED
STATES
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 13d-2(b)
(AMENDMENT
NO.2)*
Advaxis,
Inc.
(Name of
Issuer)
Common Stock, par value
$0.001 per share
(Title of
Class of Securities)
007624109
(CUSIP
Number)
December 31,
2009
(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).
(Continued
on the Following Pages)
1. NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Castlerigg
Master Investments Ltd.
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
852,942
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
852,942
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
852,942
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
12. TYPE
OF REPORTING PERSON*
CO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sandell
Asset Management Corp.
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
852,942
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
852,942
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
852,942
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
12. TYPE
OF REPORTING PERSON*
CO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Castlerigg
International Limited
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
852,942
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
852,942
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
852,942
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
12. TYPE
OF REPORTING PERSON*
CO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Castlerigg
International Holdings Limited
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
852,942
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
852,942
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
852,942
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
12. TYPE
OF REPORTING PERSON*
CO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas
E. Sandell
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Sweden
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
852,942
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
852,942
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
852,942
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
12. TYPE
OF REPORTING PERSON*
IN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
This
statement is filed pursuant to Rule 13d-2(b) with respect to the shares of
common stock of Advaxis, Inc. (the "Issuer") beneficially owned by the Reporting
Persons (as defined below) as of February 12, 2010 and amends and supplements
the Schedule 13G filed on October 22, 2007, as previously amended (collectively,
the "Schedule 13G"). Except as set forth herein, the Schedule 13G is
unmodified.
The names
of the persons filing this statement on Schedule 13G are (collectively, the
“Reporting Persons”): Castlerigg Master Investments Ltd., a British Virgin
Islands company (“Castlerigg Master Investments”), Sandell Asset Management
Corp., a Cayman Islands exempted company (“SAMC”), Castlerigg International
Limited, a British Virgin Islands company (“Castlerigg International”),
Castlerigg International Holdings Limited, a British Virgin Islands company
(“Castlerigg Holdings”), and Thomas E. Sandell, a citizen of Sweden
(“Sandell”).
ITEM
4. OWNERSHIP.
Provide
the following information regarding the aggregate number and
percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount
beneficially owned:
As of the
date of this filing, each of the Reporting Persons may be deemed the beneficial
owner of warrants held by Castlerigg Master Investments exercisable for 852,942
shares of Common Stock.
The
852,942 shares of Common Stock beneficially owned by the Reporting Persons
represents 0.7% of the outstanding shares of Common Stock, based on the
115,638,243 shares reported as outstanding by the Issuer as of October 1, 2009
in the Form S-1/A filed by the Issuer on November 6, 2009.
(c) Number
of shares as to which such person has:
(i)
Sole
power to vote or to direct the vote
Not
applicable.
(ii)
Shared
power to vote or to direct the vote of shares of Common Stock:
Castlerigg
Master Investments, Castlerigg International, Castlerigg Holdings, SAMC and Mr.
Sandell have the shared power to vote or direct the vote of 852,942 shares of
Common Stock underlying the warrants held by Castlerigg Master
Investments.
(iii) Sole
power to dispose or to direct the disposition of shares of Common
Stock:
Not
applicable.
(iv) Shared
power to dispose or to direct the disposition of shares of Common
Stock:
Castlerigg
Master Investments, Castlerigg International, Castlerigg Holdings, SAMC and Mr.
Sandell have the shared power to dispose or to direct the disposition of the
852,942 shares of Common Stock underlying the warrants held by Castlerigg Master
Investments.
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 Persons have ceased to
be the beneficial owner of more than five percent of the class of securities,
check the following [X].
ITEM
10. CERTIFICATION.
By
signing below the undersigned certifies that, to the best of its or his
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 its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true,
complete, and correct.
Dated: February
16, 2010 CASTLERIGG
MASTER INVESTMENTS LTD.
By:
Sandell Asset Management Corp.
As Investment Manager
By: /s/ Thomas E. Sandell
Name: Thomas E. Sandell
Title: Chief
Executive Officer
SANDELL
ASSET MANAGEMENT CORP.
By:
/s/ Thomas E.
Sandell
Name:
Thomas E. Sandell
Title:
Chief Executive Officer
CASTLERIGG
INTERNATIONAL LIMITED
By:
Sandell Asset Management Corp.
As Investment Manager
By: /s/ Thomas E. Sandell
Name: Thomas E. Sandell
Title: Chief
Executive Officer
CASTLERIGG
INTERNATIONAL HOLDINGS LIMITED
By:
Sandell Asset Management Corp.
As Investment Manager
By: /s/ Thomas E. Sandell
Name: Thomas E. Sandell
Title: Chief
Executive Officer
/s/
Thomas E. Sandell
Thomas E. Sandell