SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Cypress Bioscience, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
2 232674 101
(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)
October 18, 1996
(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 which is the subject of this Statement
because of Rule 13d-1(b)(3) or (4), check the following: o
Check the following box if a fee is being paid with this Statement: o
CUSIP No. 2 232674 101 13D
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 below)
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 2,367,134
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,367,134
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,367,134
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON*
CO
CUSIP No. 2 232674 101 13D
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 below)
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 1,064,367
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,064,367
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,064,367
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 2 232674 101 13D
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 below)
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 1,302,767
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,302,767
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,302,767
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
14 TYPE OF REPORTING PERSON*
OO (see Item 2)
CUSIP No. 2 232674 101 13D
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 below)
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
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,367,134
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,367,134
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,322,134
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.56%
14 TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer.
(a) Common Stock, $.001 par value ("Shares")
Cypress Bioscience, Inc. (the "Issuer")
4350 Executive Drive, Suite 325
San Diego, CA 92121
(619) 452-2323
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 (collectively, "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) Paramount Capital's, Aries Domestic's and Dr. Rosenwald's
business address is 787 Seventh Avenue, 44th 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 Delaware. Paramount
Capital is the General Partner of Aries Domestic,2 a limited
partnership 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 con victed 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 juris diction, 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 mandat ing
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.
- -------------------
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.
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.
Item 3. Source and Amount of Funds or Other Consideration.
As previously reported in the original statement on Schedule
13-D (the "Original Statement") filed by the Reporting
Parties on January 22, 1996, in connection with their
initial acquisition of shares of the Issuer, Aries Domestic
used its general funds to effect its initial purchase of
894,666 shares of the Issuer for an approximate purchase
price of $1,367,019 and Aries Trust used its general funds
to effect its initial purchase of 896,666 shares for an
approximate purchase price of $1,373,663. Since the date of
the Original Statement, Aries Domestic and Aries Trust have
used their general funds to effect certain purchases of the
securities of the Issuer in open market transactions. On
October 18, 1996, pursuant to a private placement, Aries
Domestic used its general funds to effect an additional
purchase of 75,000 newly issued shares and warrants to
purchase 37,500 shares of the Issuer directly from the
Issuer for an approximate purchase price of $150,000 and
Aries Trust used its general funds to effect an additional
purchase of 175,000 newly issued shares and warrants to
purchase 87,500 shares of the Issuer directly from the
Issuer for an approximate purchase price of $350,000.
Item 4. Purpose of Transaction.
The Reporting Parties acquired shares of Common Stock and
Warrants 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 Stock and/or other securi ties 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 October 18, 1996, Dr. Rosenwald and Paramount
Capital, through acquisition of the shares by the
Aries Trust and Aries Domestic, benefi cially owned
2,367,134 shares or 7.5% of the Issuer's securities
and Aries Domestic and the Aries Trust beneficially
owned as follows:
Amount Owned
Aries Domestic 1,064,367 Shares
Aries Trust 1,302,367 Shares
(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.
(c) As set forth in Item 4, and as previously reported in
the Original State ment, the Aries Trust and Aries
Domestic purchased 375,000 shares of the Issuer on
October 9, 1996, pursuant to a private placement. The
following purchases were made by Aries Domestic in
the open market in the sixty days prior to October
29, 1996:
10/17/96 3,000 2.375
10/21/96 1,500 2.438
10/22/96 3,000 2.438
10/28/96 4,500 2.188
10/29/96 1,500 2.188
The following purchases were made by Aries Trust in
the open market in the sixty days prior to October
29, 1996:
Date No. of Shares Market Price
---- ------------- ------------
10/17/96 6,000 2.375
10/21/96 3,500 2.438
10/22/96 8,000 2.438
10/28/96 10,500 2.188
10/29/96 3,500 2.188
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) & (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. Except as indicated in
this 13D and exhibits, there is no contract, arrangement,
understanding or relationship between the Reporting Parties
and any other person, with respect to any securi ties 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 direc tors.
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 direc tors.
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.
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: October 18, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
ARIES DOMESTIC FUND
By Paramount Capital Asset Management, Inc.
General Partner
Dated: October 18, 1996
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: October 18, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
Dated: October 18, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
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 undersig ned's ownership of securities of
Cypress Bioscience, Inc., and hereby affirm that such Schedule 13D is being
filed on behalf of each of the undersigned.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: October 18, 1996
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: October 18, 1996
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: October 18, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
Dated: October 18, 1996
New York, NY By /s/ Lindsay Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
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, 44th 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 Para
mount Capital Asset Management, Inc., Para
mount Capital LLC and Paramount Capital,
Inc.
Peter Morgan Kash Director of Paramount Capital Asset Manage
ment, Inc., Inc., Senior Managing Director,
Paramount Capital, Inc.
Dr. Yuichi Iwaki Director of Paramount Capital Asset Manage
ment, Inc., 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.
EXHIBIT C
The name and principal occupation or employment, which is
located at 787 Seventh Avenue, 44th Floor, New York, New York, 10019, of
the General Partner of Aries Domestic 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.
EXHIBIT D
The name and principal occupation or employment, which in
each instance is with The Aries Trust ("Aries Trust") located at 787
Seventh Avenue, 44th 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
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.
