SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED AND RESTATED SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Xenometrix, Inc.
------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
-------------------------------------------
(Title of Class of Securities)
984109108
------------------------------
(CUSIP Number)
Paramount Capital Asset Management, Inc.
c/o Lindsay A. Rosenwald, M.D.
787 Seventh Avenue
New York, NY 10019
(212) 554-4300
with a copy to:
David R. Walner, Esq.
Paramount Capital Asset Management, Inc.
787 Seventh Avenue
New York, NY 10019
(212) 554-4372
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 12, 1998
(Date of Event which Requires Filing of this Statement)
1
<PAGE>
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Statement because of Rule 13d-
1(b)(3) or (4), check the following:
[_]
Check the following box if a fee is being paid with this Statement:
[_]
2
<PAGE>
- -------------------------- -------------------------------
CUSIP No. 984109108 13D Page 3 of 11 Pages
- -------------------------- -------------------------------
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paramount Capital Asset Management, Inc.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (see Item 3)
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 563,994
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
--------------------------------------------
10 SHARED DISPOSITIVE POWER
563,994
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
563,994
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------- -------------------------------
CUSIP No. 984109108 13D Page 4 of 11 Pages
- -------------------------- -------------------------------
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aries Domestic Fund, L.P.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (see Item 3)
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 192,332
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
--------------------------------------------
10 SHARED DISPOSITIVE POWER
194,332
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,332
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------- -------------------------------
CUSIP No. 984109108 13D Page 5 of 11 Pages
- -------------------------- -------------------------------
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Aries Trust
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (see Item 3)
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 371,662
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
--------------------------------------------
10 SHARED DISPOSITIVE POWER
371,662
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
371,662
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------- -------------------------------
CUSIP No. 984109108 13D Page 6 of 11 Pages
- -------------------------- -------------------------------
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindsay A. Rosenwald, M.D.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (see Item 3)
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
155,607**
NUMBER OF --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 719,422**
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 155,607**
--------------------------------------------
10 SHARED DISPOSITIVE POWER
719,422**
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
719,422**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.5%**
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
- ----------------------------
** Includes 9,090 shares of Common Stock of the Issuer held by June Street
Company, of which Dr. Rosenwald is the President and 9,090 shares of Common
Stock of the Issuer held by Huntington Street Company, of which Dr.
Rosenwald is the President. Includes 25,733 warrants to purchase common
stock held by Paramount Capital, Inc., of which Dr. Rosenwald is the
Chairman and sole shareholder. Does not include an aggregate of 65,858
shares owned by Dr. Rosenwald's wife and trusts for the benefit of his
minor children, of which Dr. Rosenwald disclaims beneficial ownership.
<PAGE>
Item 1. Security and Issuer.
(a) Common Stock, $.001 par value ("Shares")
Xenometrix, Inc.
2425 North 55th Street
Boulder, Colorado 97224
303-447-1773
Item 2. Identity and Background.
Names of Persons Filing:
(a) This statement is filed on behalf of Paramount Capital Asset
Management, Inc. ("Paramount Capital"), Aries Domestic Fund,
L.P. ("Aries Domestic"), The Aries Trust ("Aries Trust") and
Dr. Lindsay A. Rosenwald ("Dr. Rosenwald", and collectively
with the Aries Trust and Aries Domestic, the"Reporting
Parties"). See attached Exhibit A which is a copy of their
agreement in writing to file this statement on behalf of each
of them.
(b) The business address of Paramount Capital, Aries Domestic and
Dr. Rosenwald's is 787 Seventh Avenue, 48th Floor, New York,
New York, 10019. The business address for Aries Trust is c/o
MeesPierson (Cayman) Limited, P.O. Box 2003, British American
Centre, Phase 3, Dr. Roy's Drive, George Town, Grand Cayman.
(c) Dr. Rosenwald is an investment banker, venture capitalist,
fund manager and sole shareholder of Paramount Capital,/1/ a
Subchapter S corporation incorporated in the State of
Delaware. Paramount Capital is the General Partner of Aries
Domestic,/2/ a limited partnership
- --------
/1/ Please see attached Exhibit B indicating the executive officers and
directors of Paramount Capital and providing information called for by
Items 2-6 of this statement as to said officers and directors. Exhibit B is
herein incorporated by reference.
/2/ Please see attached Exhibit C indicating the general partner of Aries
Domestic and the general partner's executive officers and directors and
providing information called for by Items 2-6 of this statement as to said
general partners, officers and directors. Exhibit C is herein incorporated
by reference.
7
<PAGE>
incorporated in Delaware. Paramount Capital is the
Investment Manager to Aries Trust,/3/ a Cayman Islands
Trust.
(d) Dr. Rosenwald, Paramount Capital, Aries Domestic and Aries
Trust and their respective officers, directors, general
partners, investment managers, or trustees have not, during
the five years prior to the date hereof, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Dr. Rosenwald, Paramount Capital, Aries Domestic and Aries
Trust and their respective officers, directors, general
partners, investment managers, or trustees have not been,
during the five years prior to the date hereof, parties to a
civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which such person was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any
violation with respect to such laws.
(f) Dr. Rosenwald is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Since the date of the last filing on October 30, 1997, on
December 15, 1997 and on January 12, 1998 (each a "Draw Down
Date"), Aries Domestic used its general funds to extend a
line of credit (the "Line of Credit") to the Issuer in the
aggregate amount of $165,000 ($82,500 on each Draw Down
Date) for which Aries Domestic received warrants (the "Line
of Credit Warrants")to purchase an aggregate 55,000 shares
of common stock, par value $.001 (the "Common Stock"), of
the Issuer (27,500 shares on each Draw Down Date) at an
exercise price equal to $2.14816 and on the same dates, the
Aries Trust used its general funds to extend a Line of
Credit to the Issuer in the aggregate amount of $335,000
($167,500 on each Draw Down Date) for which the Aries Trust
received Line of Credit Warrants to purchase an aggregate
111,666 shares of Common Stock (55,833 shares on each Draw
Down Date) at an exercise price equal to $2.14816.
Item 4. Purpose of Transaction.
The Reporting Parties acquired shares of Common Stock of the
Issuer as an investment in the Issuer.
Although the Reporting Parties have not formulated any
definitive plans, they may from time to time acquire, or
dispose of, Common
- --------
/3/ Please see attached Exhibit D indicating the investment manager of the
Aries Trust and the investment manager's executive officers and direc tors
and providing information called for by Items 2-6 of this statement as to
said investment manager and officers and directors. Exhibit D is herein
incorporated by reference.
8
<PAGE>
Stock and/or other securities of the Issuer if and when they
deem it appropriate. The Reporting Parties may formulate
other purposes, plans or proposals relating to any of such
securities of the Issuer to the extent deemed advisable in
light of market conditions, investment policies and other
factors.
Except as indicated in this Schedule 13D, the Reporting
Parties currently have no plans or proposals that relate to
or would result in any of the matters described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of January 12, 1998 Aries Domestic, Aries Trust, Dr.
Rosenwald and Paramount Capital beneficially owned
securities of the Issuer as follows:
Amount Owned Percentage
------------ ----------
Aries Domestic 192,332 Shares 6.1%
Aries Trust 371,662 Shares 11.2%
Paramount Capital 563,994 Shares 16.2%
Dr. Rosenwald 719,422 Shares 20.5%
(b) Dr. Rosenwald and Paramount Capital share the power to vote
or to direct the vote, to dispose or to direct the
disposition of those shares owned by each of Aries Domestic
and Aries Trust. Dr. Rosenwald has the sole power to vote or
direct, to dispose or to direct the disposition 102,876
shares held by Dr. Rosenwald personally, 9,090 shares held
by June Street Company, of which Dr. Rosenwald is the
President, and 9,090 shares held by Huntington Street
Corporation, of which Dr. Rosenwald is the President. Dr.
Rosenwald will have the sole power to vote, direct the vote,
dispose or direct the disposition of 25,733 shares of common
stock of the Issuer that are issuable upon the exercise
warrants held by Paramount Capital, Inc., of which Dr.
Rosenwald is the Chairman and sole shareholder.
(c) In addition to those transactions reported in a Schedule 13D
filed on October 7, 1997 and a Schedule 13D Amendment, filed
on October 30, 1997, on December 15, 1997 and January 12,
1998 Aries Domestic used its general funds to extend a line
of credit (the "Line of Credit") to the Issuer in the
aggregate amount of $165,000 ($82,500 on each Draw Down
Date) for which Aries Domestic received warrants (the "Line
of Credit Warrants")to purchase an aggregate 55,000 shares
of common stock, par value $.001 (the "Common Stock"), of
the Issuer (27,500 shares on each Draw Down Date) at an
exercise price equal to $2.14816 and on the same dates, the
Aries Trust used its general funds to extend a Line of
Credit to the Issuer in the aggregate amount of $335,000
($167,500 on each Draw Down Date) for which the Aries Trust
received Line of Credit
9
<PAGE>
Warrants to purchase an aggregate 111,666 shares of Common
Stock (55,833 shares on each Draw Down Date) at an exercise
price equal to $2.14816.
Other than as set forth herein the Reporting Parties have
not engaged in any transactions in the Common Stock of the
Issuer during the past 60 days.
(d) & (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer
Paramount Capital is the investment manager of the Aries Trust
and the General Partner of Aries Domestic and in such capacities
has the authority to make certain investment decisions on behalf
of such entities, including decisions relating to the securities
of the Issuer. In connection with its investment management
duties, Paramount Capital receives certain management fees and
performance allocations from the Aries Trust and Aries Domestic.
Dr. Rosenwald is the sole shareholder of Paramount Capital and
serves as a member of the Board of Directors of the Issuer. John
K. A. Prendergast, Ph.D., a Managing Director of Paramount
Capital Investments, LLC, an affiliate of Paramount Capital, Inc.
also serves as a member of the Board of Directors of the Issuer.
Except as indicated in this Schedule 13D and exhibits, there is
no contract, arrangement, under standing or relationship between
the Reporting Parties and any other person, with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits:
Exhibit A - Copy of an Agreement between Dr. Rosenwald, Paramount Capital,
Aries Domestic and Aries Trust to file this Statement on Schedule
13D on behalf of each of them.
Exhibit B - List of executive officers and directors of Paramount Capital and
information called for by Items 2-6 of this statement relating to
said officers and directors.
Exhibit C - List of executive officers and directors of Aries Domestic and
information called for by Items 2-6 of this statement relating to
said officers and directors.
Exhibit D - List of executive officers and directors of Aries Trust and
information called for by Items 2-6 of this statement relating to
said officers and directors.
10
<PAGE>
SIGNATURES
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.
PARAMOUNT CAPITAL ASSET MANAGEMENT,
INC.
Dated: January 28, 1998
New York, NY By /s/Lindsay A. Rosenwald, M.D.
--------------------------------
Lindsay A. Rosenwald, M.D.
President
ARIES DOMESTIC FUND, L.P.
By Paramount Capital Asset
Management, Inc.
General Partner
Dated: January 28, 1998
New York, NY By /s/Lindsay A. Rosenwald, M.D.
--------------------------------
Lindsay A. Rosenwald, M.D.
President
THE ARIES TRUST
By Paramount Capital Asset
Management, Inc.
Investment Manager
Dated: January 28, 1998
New York, NY By /s/Lindsay A. Rosenwald, M.D.
--------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: January 28, 1998
New York, NY By /s/Lindsay A. Rosenwald, M.D.
--------------------------------
Lindsay A. Rosenwald, M.D.
President
11
<PAGE>
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agrees to jointly prepare and file with
regulatory authorities a Schedule 13D and any future amendments thereto
reporting each of the undersigned's ownership of securities of Xenometrix, Inc.
and hereby affirm that such Schedule 13D is being filed on behalf of each of the
undersigned.
PARAMOUNT CAPITAL ASSET MANAGEMENT,
INC.
Dated: January 28, 1998
New York, NY By /s/Lindsay A. Rosenwald, M.D.
--------------------------------
Lindsay A. Rosenwald, M.D.
President
ARIES DOMESTIC FUND, L.P.
By Paramount Capital Asset
Management, Inc.
General Partner
Dated: January 28, 1998
New York, NY By /s/Lindsay A. Rosenwald, M.D.
--------------------------------
Lindsay A. Rosenwald, M.D.
President
THE ARIES TRUST
By Paramount Capital Asset
Management, Inc.
Investment Manager
Dated: January 28, 1998
New York, NY By /s/Lindsay A. Rosenwald, M.D.
--------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: January 28, 1998
New York, NY By /s/Lindsay A. Rosenwald, M.D.
--------------------------------
Lindsay A. Rosenwald, M.D.
President
<PAGE>
EXHIBIT B
The name and principal occupation or employment, which in each instance
is with Paramount Capital Asset Management, Inc. ("Paramount Capital") located
at 787 Seventh Avenue, 48th Floor, New York, New York, 10019, of each executive
officer and director of Paramount Capital is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
---- -------------
Lindsay A. Rosenwald, M.D. Chairman of the Board, President of
Paramount Capital Asset Management,
Inc., Paramount Capital Investments
LLC and Paramount Capital, Inc.
Peter Morgan Kash Director of Paramount Capital Asset
Management, Inc., Senior Managing
Director, Paramount Capital, Inc.
Dr. Yuichi Iwaki Director of Paramount Capital
Asset Management, Inc., Professor,
University of Southern California
School of Medicine
Item 2.
During the five years prior to the date hereof, none of the above
persons (to the best of Paramount Capital's knowledge) was convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
<PAGE>
EXHIBIT C
The name and principal occupation or employment of the General Partner
of Aries Domestic, which is located at 787 Seventh Avenue, 48th Floor, New York,
New York, 10019, is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
---- -------------
Paramount Capital Asset Management, Inc. General Partner; Investment
Manager
Exhibit B is hereby incorporated by reference.
Item 2.
During the five years prior to the date hereof, the above person (to
the best of Aries Domestic's knowledge) has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
<PAGE>
EXHIBIT D
The name and principal occupation or employment, which in the case of
Paramount Capital Asset Management, Inc. is located at 787 Seventh Avenue, 48th
Floor, New York, New York, 10019, of each executive officer and director of
Aries Trust is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
---- -------------
Paramount Capital Asset Management, Inc. Investment Manager
MeesPierson (Cayman) Limited Trustee
P.O. Box 2003
British American Centre
Phase 3, Dr. Roy's Drive
George Town, Grand Cayman
Exhibit B is hereby incorporated by reference.
Item 2.
During the five years prior to the date hereof, neither of the above
persons (to the best of Aries Trust's knowledge) have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
