SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Cypress Bioscience, Inc.
------------------------
(Name of Issuer)
Common Stock, par value $.02 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 30, 1998
----------------
(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: [X]
Check the following box if a fee is being paid with this Statement: [ ]
1
<PAGE>
SCHEDULE 13D
CUSIP No. 2 232674 101 Page 2 of 14 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
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
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF None
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 8,064,135
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
8,064,135
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,064,135
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 2 232674 101 Page 3 of 14 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
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
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF None
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 2,410,000
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
2,410,000
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,410,000
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 2 232674 101 Page 4 of 14 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
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
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF None
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 5,654,135
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
5,654,135
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,654,135
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 2 232674 101 Page 5 of 14 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
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
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF None
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 8,064,135
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
8,064,135
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,064,135
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>
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
Lindsay A. Rosenwald, M.D. ("Dr. Rosenwald" and 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, 48th 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 respec tive officers, directors, general
partners, investment managers, or trustees have not, during
the five years prior to the date hereof, been convicted 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 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,
- --------
/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.
6
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Federal or State securities laws or finding any violation with respect to
such laws.
(f) Dr. Rosenwald is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
On December 28, 1995, Aries Domestic used its general funds to effect the
purchase of 166,667 shares of the Issuer for an approximate aggregate purchase
price of $235,000.47 and the Aries Trust used its general funds to effect the
purchase of 166,667 shares of the Issuer for an approximate aggregate purchase
price of $235,000.47.
On January 18, 1996 Aries Domestic used its general funds to effect the purchase
of 500,000 Shares of the Issuer for an approximate aggregate purchase price of
$705,000 and the Aries Trust used its general funds to effect the purchase of
500,000 Shares of the Issuer for an approximate aggregate purchase price of
$705,000.
On January 25, 1996 Aries Domestic used its general funds to effect the purchase
of 200,000 Shares of the Issuer for an approximate aggregate purchase price of
$282,000 and the Aries Trust used its general funds to effect the purchase of
200,000 Shares of the Issuer for an approximate aggregate purchase price of
$282,000.
On September 26, 1996, in a private placement of the Issuer's securities, 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.
On November 19, 1996, in a private transaction, the Aries Trust acquired 350,000
Shares from Aries Domestic for an approximate aggregate purchase price of
$667,436.
On September 30, 1997, in a private placement of the Issuer's securities, Aries
Domestic used its general funds to purchase 440,000 Shares of the Issuer for
$1.50 per share and an approximate aggregate purchase cost of $660,000 and the
Aries Trust used its general funds to purchase 893,334 Shares of the Issuer in
the Private Placement for an approximate aggregate purchase cost equal to
$1,340,001.
On September 16, 1998, in a private placement of the Issuer's securities, Aries
Domestic used its general funds to purchase 173,333 shares of Series A
Convertible Preferred Stock (the "Preferred Stock") of the Issuer for an
approximate aggregate purchase cost of $259,999. Each share of Preferred Stock
is initially convertible into one share of common stock at an initial conversion
price equal to $1.50 per share. In the same private placement of the Issuer's
securities, Aries Trust used its general funds to purchase 493,334 shares of
Preferred Stock of the Issuer for an approximate aggregate purchase cost of
$740,001. Each share of Preferred Stock is initially convertible into one share
of common stock at an initial conversion price equal to $1.50 per share.
Aries Domestic has used its general funds to acquire through the open market
1,167,500 Shares of the Issuer for an approximate aggregate purchase price of
$2,766,534.19 and the Aries Trust has used its general funds to acquire through
the open market 2,788,300 Shares of the Issuer for an approximate aggregate
purchase price of $6,709,231.13.
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 securities 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.
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Item 5. Interest in Securities of the Issuer.
(a) As of November 9, 1998, Dr. Rosenwald and Paramount Capital, through
acquisi tion of the shares by the Aries Trust and Aries Domestic,
beneficially owned 8,064,135 shares or 20.3% of the Issuer's
securities and Aries Domestic and the Aries Trust beneficially owned
as follows:
Amount Owned
------------
Aries Domestic 2,410,000 Shares
Aries Trust 5,654,135 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) The following purchases were made by Aries Domestic in the open market
in the sixty days prior to this filing:
Date Amount Price
---- ------ -----
09/10/98 2,600 1.563
09/10/98 2,600 1.531
09/10/98 2,600 1.563
09/30/98 15,600 2.836
10/02/98 5,200 2.794
10/07/98 4,900 2.550
10/08/98 2,800 2.481
10/09/98 6,500 2.667
10/12/98 2,600 2.608
10/13/98 2,600 2.622
10/14/98 3,900 2.681
10/15/98 2,600 2.760
8
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10/16/98 5,900 2.803
10/20/98 2,600 2.854
10/28/98 2,600 2.909
10/30/98 10,400 3.029
10/30/98 18,200 3.086
11/03/98 3,900 2.896
11/04/98 1,300 2.875
11/05/98 5,200 2.818
11/06/98 9,100 2.818
11/06/98 3,500 2.750
11/09/98 2,600 2.656
The following purchases were made by Aries Trust in the open market in
the sixty days prior to the date of this filing:
Date Amount Price
---- ------ -----
09/10/98 7,400 1.531
09/10/98 7,400 1.563
09/28/98 30,000 2.531
09/29/98 30,000 2.640
09/30/98 44,400 2.836
10/02/98 14,800 2.794
10/07/98 14,000 2.550
10/08/98 8,300 2.481
10/09/98 18,500 2.667
10/12/98 7,400 2.608
10/13/98 7,400 2.622
10/14/98 11,100 2.681
10/15/98 7,400 2.760
10/16/98 14,800 2.803
10/20/98 7,400 2.854
10/28/98 7,400 2.909
10/30/98 29,600 3.029
10/30/98 51,800 3.086
11/03/98 11,100 2.896
11/04/98 3,700 2.875
11/05/98 14,800 2.818
11/06/98 25,900 2.818
11/06/98 10,000 2.750
11/09/98 7,400 2.656
Other than as set forth herein the Reporting Parties have not engaged
in any transactions in the Common Stock of the Issuer since the last
filing.
(d) & (e) 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 securities of the Issuer.
9
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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 directors.
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 directors.
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.
10
<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.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: November 9, 1998
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
ARIES DOMESTIC FUND
By Paramount Capital Asset Management, Inc.
General Partner
Dated: November 9, 1998
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
THE ARIES TRUST
By Paramount Capital Asset Management, Inc.
Investment Manager
Dated: November 9, 1998
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
Dated: November 9, 1998
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
11
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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 undersigned'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., INC.
Dated: November 9, 1998
New York, NY By /s/ Lindsay A. Rosenwald. M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
ARIES DOMESTIC FUND, L.P.
By Paramount Capital Asset Management, Inc.
General Partner
Dated: November 9, 1998
New York, NY By /s/ Lindsay A. Rosenwald M.D.
-----------------------------
Lindsay A. Rosenwald, M.D.
Chairman
THE ARIES TRUST
By Paramount Capital Asset Management, Inc.
Investment Manager
Dated: November 9, 1998
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
Dated: November 9, 1998
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
12
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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, 48th 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 of Paramount Capital
Asset Management, Inc., Paramount Capital
Investments, LLC and Paramount Capital, Inc.
Mark C. Rogers, M.D. President of Paramount Capital Asset
Management, Inc., Paramount Capital
Investments, LLC and Paramount Capital, Inc.
Peter Morgan Kash Director of Paramount Capital Asset
Management, Inc., Senior Managing Director,
Paramount Capital, Inc.
Dr. Yuichi Iwaki Director of Paramount Capital Asset
Management, 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.
13
<PAGE>
EXHIBIT C
The name and principal occupation or employment, which is located at 787
Seventh Avenue, 48th 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.
14
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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, 48th 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.
15
