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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 8)
ASCENT PEDIATRICS, INC.
(Name of Issuer)
Common Stock,
$.00004 par value per share
(Title of Class of Securities)
04362X101
(CUSIP Number)
Brian P. Friedman
FS Private Investments LLC
55 East 52nd Street, 37th Floor
New York, New York 10055-0002
(212) 409-5600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 25, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting persons 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).
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1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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-0- |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
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1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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-0- |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
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1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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-0- |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
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1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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-0- |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
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1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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-0- |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
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1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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-0- |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
Except as otherwise defined herein, capitalized terms are used as defined in the most recent amendment to this Schedule 13D, Amendment No. 7, filed August 7, 2000.
Item 4. Purpose of Transaction.Item 4 is hereby amended to add the following thereto:
On September 25, 2000, the Funds advanced to the Company $1,000,000 under the Fourth Amendment, and the Company issued to the Funds Fourth Amendment Notes in the aggregate principal amount of $1,000,000 and Fourth Amendment Warrants to purchase up to 500,000 Depositary Shares.
Item 5. Interest in Securities of the Issuer.Item 5(a) is hereby deleted in its entirety and restated as follows:
(a)
Number of Shares to be Shared Shared Sole Sole Beneficially Voting Investment Voting Investment Percentage Name Owned Power Power Power Power of Class Private Investments 11,236,980 11,236,980 11,236,980 0 0 59.2 Investors 9,742,901 9,742,901 9,742,901 0 0 54.5 Employee Investors 835,111 835,111 835,111 0 0 8.0 Parallel Fund 473,968 473,968 473,968 0 0 4.7 Brian P. Friedman 11,236,980 11,236,980 11,236,980 0 0 59.2 James L. Luikart 11,236,980 11,236,980 11,236,980 0 0 59.2
As of August 8, 2000, the Company had 9,764,158 Depositary Shares outstanding, each representing one share of Common Stock. This figure does not include outstanding warrants, options and securities convertible into Depositary Shares or shares of Common Stock.
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: September 25, 2000
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FURMAN SELZ INVESTORS II L.P. Name: Brian P. Friedman Title: Managing Member |
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FS EMPLOYEE INVESTORS LLC Name: Brian P. Friedman Title: Managing Member |
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FS PARALLEL FUND, L.P. Name: Brian P. Friedman Title: Managing Member |
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FS PRIVATE INVESTMENTS LLC |
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By: /s/ *
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* By: /s/ Brian P. Friedman
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