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Previous: GOLDEN STATE BANCORP INC, S-3, EX-24, 2000-11-28 |
Next: UNITED AUTO GROUP INC, DEFS14A, 2000-11-28 |
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. 10)
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)
November 28, 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 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 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 PERSONS |
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 PERSONS |
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 PERSONS |
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 PERSONS |
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 PERSONS |
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 PERSONS |
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. 9, filed November 1, 2000.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following thereto:
On November 28, 2000, the Funds advanced to the Company the remaining $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 1,000,000 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 13,403,648 13,403,648 13,403,648 0 0 63.3
Investors 11,652,937 11,652,937 11,652,937 0 0 58.8
Employee Investors 998,815 998,815 998,815 0 0 9.4
Parallel Fund 566,896 566,896 566,896 0 0 5.5
Brian P. Friedman 13,403,648 13,403,648 13,403,648 0 0 63.3
James L. Luikart 13,403,648 13,403,648 13,403,648 0 0 63.3
As of November 10, 2000, the Company had 9,781,814 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.
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: November 28, 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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