SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES
13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
AVI BioPharma, Inc.
-------------------
(Name of Issuer)
Common Shares, par value $0.0001 per share
------------------------------------------
(Title of Class of Securities)
002346104
------------
(CUSIP Number)
January 20, 2005
-------------------------------------------------------
(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 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 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).
SCHEDULE 13G
CUSIP NO. 002346104 Page 2 of 6
_____________________________________________________________________________
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
1
Michael A. Roth and Brian J. Stark, as joint filers pursuant to
Rule 13d-1(k)
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
_____________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,333,333 shares of Common Stock (See Item 4)
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 2,333,333 shares of Common Stock (See Item 4)
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,333,333 shares of Common Stock (See Item 4)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[X]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3% (See Item 4)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
SCHEDULE 13G
CUSIP NO. 002346104 Page 3 of 6
Item 1(a). Name of Issuer:
AVI BioPharma, Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
One SW Columbia Street, Suite 1105
Portland, Oregon 97258
Items 2(a),
(b) and (c). Name of Persons Filing, Address of Principal Business Office and
Citizenship:
This Schedule 13G is being filed on behalf of Michael A. Roth and
Brian J. Stark, as joint filers (collectively, the "Reporting
Persons").
The Reporting Persons have entered into a Joint Filing Agreement,
a copy of which is filed with this Schedule 13G as Exhibit 1,
pursuant to which the Reporting Persons have agreed to file this
Schedule 13G jointly in accordance with the provisions of Rule
13d-1(k) of the Securities Exchange Act of 1934, as amended.
The principal business office of the Reporting Persons is 3600
South Lake Drive, St. Francis, WI 53235. The Reporting Persons
are citizens of the United States of America.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.0001 per share, of the Issuer (the
"Common Stock")
Item 2(e). CUSIP Number:
002346104
Item 3. Not applicable
Item 4. Ownership.
(a) Amount beneficially owned:
2,333,333 shares of Common Stock*
(b) Percent of class:
Based on 36,123,790 shares of Common Stock of the Issuer
outstanding as of November 5, 2004, as indicated in the
Issuer's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2004, and 8,000,000 shares of
Common Stock of the Issuer issued in connection with the
Issuer's private placement (as set forth in the Issuer's
current report on
SCHEDULE 13G
CUSIP NO. 002346104 Page 4 of 6
Form 8-K, dated January 19, 2005), the Reporting Persons
hold approximately 5.3%* of the issued and outstanding
Common Stock of the Issuer.
(c) Number of shares to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 2,333,333
shares of Common Stock*
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose of or direct the disposition
of: 2,333,333 shares of Common Stock*
*The Reporting Persons beneficially own an aggregate of 2,333,333
shares of Common Stock. The foregoing amount of Common Stock and
percentage ownership represent the combined indirect holdings of
Michael A. Roth and Brian J. Stark. The shares of Common Stock
reported in this Schedule 13G do not include 600,001 shares of
Common Stock issuable upon the exercise of warrants held by the
Reporting Persons. Such warrants held by the Reporting Persons
are subject to conversion caps that preclude the holder thereof
from utilizing its exercise rights to the extent that it would
beneficially own (determined in accordance with Section 13(d) of
the Securities Exchange Act of 1934) in excess of 4.999% of the
Common Stock, giving effect to such exercise.
All of the foregoing represents an aggregate of 2,333,333 shares
of Common Stock held directly by SF Capital Partners Ltd. ("SF
Capital"). The Reporting Persons are the Managing Members of
Stark Offshore Management, LLC ("Stark Offshore"), which acts as
investment manager and has sole power to direct the management of
SF Capital. Through Stark Offshore, the Reporting Persons possess
voting and dispositive power over all of the foregoing shares.
Therefore, for the purposes of Rule 13d-3 under the Exchange Act,
the Reporting Persons may be deemed to be the beneficial owners
of, but hereby disclaim such beneficial ownership of, the
foregoing shares.
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 the Subsidiary Which
Acquired the Security Being Reported By the Parent Holding
Company.
Not applicable
SCHEDULE 13G
CUSIP NO. 002346104 Page 5 of 6
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 my 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.
SCHEDULE 13G
CUSIP NO. 002346104 Page 6 of 6
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: January 27, 2005
/s/ Michael A. Roth
-----------------------
Michael A. Roth
/s/ Brian J. Stark
-----------------------
Brian J. Stark
SCHEDULE 13G
CUSIP NO. 002346104
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to
2,333,333 shares of Common Stock of AVI BioPharma, Inc. and further agree that
this Joint Filing Agreement shall be included as an exhibit to such joint
filings.
The undersigned further agree that each party hereto is responsible for the
timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement
on January 27, 2005.
/s/ Michael A. Roth
-----------------------
Michael A. Roth
/s/ Brian J. Stark
-----------------------
Brian J. Stark