UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------
SCHEDULE 13G
Amendment No. 1
Under the Securities Exchange Act of 1934
-----------------------------------------
TITAN PHARMACEUTICALS, INC.
-----------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
------------------------------------------
(Title of Class of Securities)
888314101
-------------
(CUSIP Number)
(Date of Event Which Required 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 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 to Schedule 13G).
1
<PAGE>
- --------------------- ----------------------
CUSIP No. 888314101 13G/A Page 2 of 5 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
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 657,539 /1/
---------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 245,000 /2/
---------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 657,539 /1/
---------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH 245,000 /2/
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
902,539
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
- -------------------------
/1/ Includes 45,043 shares of Common Stock of the Issuer held by June Street
Company, of which Dr. Rosenwald is the President and 45,043 shares of Common
Stock of the Issuer held by Huntington Street Company, of which Dr. Rosenwald is
the President.
2
<PAGE>
Item 1.
(a) Name of Issuer:
Titan Pharmaceuticals, Inc.
(b) Address of Issuer's Principal Executive Offices:
400 Oyster Point Blvd., Suite 505
South San Francisco, CA 94080
650-244-4990
Item 2.
(a) Name of Person Filing:
Lindsay A. Rosenwald, M.D.
Dr. Rosenwald is an investment banker, venture capitalist,
fund manager and sole shareholder of Paramount Capital
Asset Management, Inc. ("Paramount"), a Subchapter S
corporation incorporated in Delaware. Paramount is the
General Partner of Aries Domestic, a limited partnership
incorporated in Delaware, and is the Investment Manager to
the Aries Master Fund, a Cayman Islands exempted company.
(b) Address of Principal Business Office or, if None,
Residence:
Dr. Rosenwald's business address is 787 Seventh Avenue,
48th Floor, New York, New York, 10019.
(c) Citizenship:
Dr. Rosenwald is a citizen of the United States.
(d) Title of Class of Securities:
Common Stock, $0.001 par value ("shares").
(e) CUSIP#:
888314101
Item 3. Check the box if this statement is filed pursuant to Rule
13d-1(c) [X]
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.
- --------------------------
/2/ Includes 101,800 shares of Common Stock of the Issuer and warrants to
purchase 62,500 shares of Common Stock of the Issuer held by The Aries Master
Fund, a Cayman Island exempted company (the "Master Fund") and 18,200 shares of
Common Stock of the Issuer and warrants to purchase 62,500 shares of Common
Stock of the Issuer held by Aries Domestic Fund, L.P., a Delaware limited
partnership (the "Partnership"). Dr. Rosenwald is the Chairman and sole
shareholder of Paramount Capital Asset Management, Inc. ("Paramount"), which
serves as the investment manager to the Master Fund and general partner of the
Partnership. Dr. Rosenwald and Paramount disclaim beneficial ownership of the
shares held by the Master Fund and the Partnership, respectively. Furthermore
this figure does not include an aggregate of 135,129 shares of Common Stock of
the Issuer owned by Dr. Rosenwald's wife and trusts for the benefit of his minor
children, for which Dr. Rosenwald disclaims beneficial ownership.
3
<PAGE>
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:
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.
Material to be Filed as Exhibits:
---------------------------------
Not applicable.
4
<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.
Dated: February 16, 1999
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
5
