SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No.5)
Under the Securities Exchange Act of 1934
Repligen Corporation
--------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
759916109
-----------------------
(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)
April 14, 1997
-------------------
(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:
( )
Check the following box if a fee is being paid with this
Statement:
( )
13D
CUSIP NO. [759916109]
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paramount Capital Asset Management, Inc.
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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
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7 SOLE VOTING POWER
None
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,934,800
OWNED BY ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON ---------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,934,800
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,934,800
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
( )
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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13D
CUSIP NO. [759916109]
--------------------------------------------------------------------------
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 622,000
OWNED BY ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON ---------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
622,000
--------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
622,000
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
( )
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
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13D
CUSIP NO. [759916109]
--------------------------------------------------------------------------
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
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7 SOLE VOTING POWER
None
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,317,300
OWNED BY ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON ---------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,317,300
--------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,317,300
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
( )
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (see Item 2)
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13D
CUSIP NO. [759916109]
--------------------------------------------------------------------------
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 1,934,800
OWNED BY ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON ---------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,934,800
--------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,934,800
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
( )
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
Item 1. Security and Issuer.
(a) Common Stock, $.01 par value ("Shares")
Repligen Corporation
117 Fourth Avenue
Needham, MA 02194
617-449-9560
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 with
Paramount Capital, Aries Domestic and Aries Trust, the "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) The business address of Paramount Capital, Aries Domestic and Dr.
Rosenwald is 787 Seventh Avenue, 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 the State of 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.
---------------------------
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 directors 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.
(d) The Reporting Parties and their respective 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) The Reporting Parties 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,
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.
As previously reported in the original statement on Schedule 13-D
(the "Original Statement") filed by the Reporting Parties on
November 15, 1996, in connection with their initial acquisition
of shares of the Issuer, Aries Domestic used its general funds to
effect the purchase of 292,000 shares of the Issuer in various
open market transactions for an approximate aggregate purchase
price of $407,258 and Aries Trust used its general funds to
effect its initial purchase of 658,000 shares for an approximate
aggregate purchase price of $916,692. As of the date of the last
filing of a Schedule 13D Amendment ( Amendment No. 4"), Aries
Domestic beneficially owned 563,000 shares of the Issuer and the
Aries Trust beneficially owned 1,211,800 shares of the Issuer.
Since the date of Amendment No. 4, the Reporting Parties used
their general funds to effect the purchase of the securities of
Issuer in various open market transactions as further set forth
in Item 5.
Item 4. Purpose of Transaction.
The Reporting Parties have acquired shares of Common Stock 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.
Item 5. Interest in Securities of the Issuer.
(a) As of April 14, 1997, Dr. Rosenwald and Paramount Capital,
through acquisition of the shares by the Aries Trust and
Aries Domestic, beneficially owned 1,934,800 shares or 12.1%
of the Issuer's securities and Aries Domestic and the Aries
Trust beneficially owned as follows:
Amount Owned
------------
Aries Domestic 622,500 shares
Aries Trust 1,317,300 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 since the filing of Amendment No. 4:
Date No. of Shares Purchase Price
---- ------------- --------------
3/31/97 42,500 1.468
4/04/97 3,500 1.156
4/11/97 5,000 1.187
4/14/97 3,500 1.156
The following purchases were made by Aries Trust in the open
market in the since the filing of Amendment No. 4:
Date No. of Shares Market Price
---- ------------- ------------
3/31/97 42,500 1.468
4/04/97 3,500 1.156
4/11/97 5,000 1.187
4/14/97 3,500 1.156
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) & (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 party or parties, with respect to
any securities 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 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.
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: April 16, 1997
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: April 16, 1997
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: April 16, 1997
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
-------------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: April 16, 1997
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 agree 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 Repligen
Corporation, and hereby affirm that such Schedule 13D is being filed on
behalf of each of the undersigned.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: April 16, 1997
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: April 16, 1997
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: April 16, 1997
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
------------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: April 16, 1997
New York, NY By: /s/ Lindsay A. 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 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) has 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 C
The name and principal occupation or employment of the General Partner
of Aries Domestic, which is located at 787 Seventh Avenue, New York, New
York, 10019, 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 the case of
Paramount Capital Asset Management, Inc. is 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
P.O. Box 2003
British American Centre
Phase 3, Dr. Roy's Drive
George Town, Grand Cayman
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.
