SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CYCLACEL PHARMACEUTICALS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of Class of Securities)
23254L 10 8
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(CUSIP Number)
MARCH 27, 2006
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(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 information required in the remainder of this cover page shall not be
deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "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. 23254L 10 8
1. NAMES OF REPORTING PERSONS
I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
INVESCO Private Capital, Inc.
(13-3725888)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(A) [_]
(B) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware, United States
NUMBER OF SHARES 5. SOLE VOTING POWER: None
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
6. SHARED VOTING POWER: 931,313 Shares as follows: (i) as the managing
member of the general partner of Chancellor V,
L.P., INVESCO Private Capital, Inc. beneficially
owns 555,384 Shares; (ii) as the managing member of
the general partner of Chancellor V-A, L.P.,
INVESCO Private Capital, Inc. beneficially owns
288,075 Shares; and (iii) and the managing member
of the general partner of Citiventure 2000, L.P.,
INVESCO Private Capital, beneficially owns 87,854
Shares.
7. SOLE DISPOSITIVE POWER: None
8. SHARED DISPOSITIVE POWER: 931,313 Shares as follows: (i) as the managing
member of the general partner of Chancellor V,
L.P., INVESCO Private Capital, Inc. beneficially
owns 555,384 Shares; (ii) as the managing member of
the general partner of Chancellor V-A, L.P.,
INVESCO Private Capital, Inc. beneficially owns
288,075 Shares; and (iii) and the managing member
of the general partner of Citiventure 2000, L.P.,
INVESCO Private Capital, beneficially owns 87,854
Shares.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
931,313 Shares
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENTAGE OF CLASS REPORTED IN ROW (9)
9.6%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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CUSIP NO. 23254L 10 8
1. NAMES OF REPORTING PERSONS
I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
IPC Direct Associates V, L.L.C.
(13-4108612)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(A) [_]
(B) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware, United States
NUMBER OF SHARES 5. SOLE VOTING POWER: None.
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
6. SHARED VOTING POWER: 931,313 Shares as follows: (i) as the general
partner of Chancellor V, L.P., IPC Direct
Associates V, L.L.C. beneficially owns 555,384
Shares; (ii) as the general partner of Chancellor
V-A, L.P., IPC Direct Associates V, L.L.C.
beneficially owns 288,075 Shares; and (iii) and the
general partner of Citiventure 2000, L.P., IPC
Direct Associates V, L.L.C. beneficially owns
87,854 Shares.
7. SOLE DISPOSITIVE POWER: None.
8. SHARED DISPOSITIVE POWER: 931,313 Shares as follows: (i) as the general
partner of Chancellor V, L.P., IPC Direct
Associates V, L.L.C. beneficially owns 555,384
Shares; (ii) as the general partner of Chancellor
V-A, L.P., IPC Direct Associates V, L.L.C.
beneficially owns 288,075 Shares; and (iii) and the
general partner of Citiventure 2000, L.P., IPC
Direct Associates V, L.L.C. beneficially owns
87,854 Shares.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
931,313 Shares
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENTAGE OF CLASS REPORTED IN ROW (9)
9.6%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
ITEM 1.
(A) NAME OF ISSUER:
Cyclacel Pharmaceuticals, Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
150 John F. Kennedy Parkway
Suite 100
Short Hills, NJ 07078
ITEM 2.
(A) NAME OF PERSONS FILING:
INVESCO Private Capital, Inc.
IPC Direct Associates V, L.L.C.
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
1166 Avenue of the Americas
New York, NY 10036
(C) CITIZENSHIP:
State of Delaware, United States
(D) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.001 (the "Shares")
(E) CUSIP NUMBER:
23254L 10 8
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TOSS.SS.240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(A) [_] Broker or dealer registered under Section 15 of the Act (15
U.S.C. 78o).
(B) [_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c).
(C) [_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(D) [_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(E) [_] An investment adviser in accordance
withss.240.13d-1(b)(1)(ii)(E);
(F) [_] An employee benefit plan or endowment fund in accordance
withss.240.13d-1(b)(1)(ii)(F);
(G) [_] A parent holding company or control person in accordance
withss.240.13d-1(b)(1)(ii)(G);
(H) [_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(I) [_] A church plan that is excluded from the definition of
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(J) [_] Group, in accordance withss.240.13d-1(b)(1)(ii)(J).
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ITEM 4. OWNERSHIP.
(A) AMOUNT BENEFICIALLY OWNED:
(B) PERCENT OF CLASS:
(C) NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
(I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
(III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
(IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
See rows 5 through 11 of the cover sheets hereto, which are
incorporated herein by reference.
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.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF A 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 A GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of may knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing control of the issuer or
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.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information in this statement is true, complete and correct.
Dated: April 6, 2006 INVESCO PRIVATE CAPITAL, INC.
By: /s/ Jeffrey Kupor
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Name: Jeffrey Kupor
Title: Secretary and General Counsel
IPC DIRECT ASSOCIATES V, L.L.C.
By: /s/ Johnston L. Evans
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Name: Johnston L. Evans
Title: General Partner
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