UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
(Amendment No. 3)
Under the Securities Exchange Act of 1934
Atlantic Pharmaceuticals, Inc.
------------------------------
Common Stock, par value $.001 per share
(Title of Class of Securities)
(CUSIP Number: 048785109)
February 7, 2000
Date of event which requires filing
Check the appropriate box to designate the rule pursuant to which the 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 in the remainder of this cover page shall not be deemed
to be filled 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
to Schedule 13G).
<PAGE>
- ------------------- -----------------
CUSIP No. 888314101 13G Page 2 of 4 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 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF None
SHARES ------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 499,298(1)
REPORTING ------------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
None
------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
499,298(1)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
499,298(1)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* |_|
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
- ----------
(1) Includes 344,508 shares of common stock of the Issuer and 154,410 shares of
common stock issuable upon conversion of Series A Convertible Stock (the
"Preferred Stock") underlying warrants to purchase 47,202 shares of Preferred
Stock. Also includes 190 shares of common stock held by June Street Corporation
and 190 shares of common stock held by Huntington Street Corporation. Dr.
Rosenwald is the sole proprietor of each of June Street Corporation and
Huntington Street Corporation.
<PAGE>
ITEM 1(a). NAME OF ISSUER:
Atlantic Pharmaceuticals, Inc. (the "Company")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1017 Main Campus Drive, Suite 3900
Raleigh, North Carolina, 27606
ITEM 2(a) NAME OF PERSON FILING:
Lindsay A. Rosenwald, M.D. ("Dr. Rosenwald").
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
787 Seventh Avenue, 48th Floor
New York, N.Y. 10019
ITEM 2(c). CITIZENSHIP:
Dr. Rosenwald is a citizen of the United States of America.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $0.001 par value.
ITEM 2(e). CUSIP NUMBER: 048785109
ITEM 3. |_| CHECK THIS BOX IF THIS STATEMENT IS FILED PURSUANT TO RULE
13d-1(c)
ITEM 4. OWNERSHIP
For information concerning the ownership of Common Stock of the
Company by the Reporting Persons, see Items 5 through 9 and 11 of
the cover pages to this schedule 13G and footnotes thereto.
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 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
3
<PAGE>
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
a transaction having that purpose and effect.
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.
Dated: February 8, 2000
New York, NY /s/ Lindsay A. Rosenwald
-------------------------------------
Lindsay A. Rosenwald, M.D.
4
