SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No.3)
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)
March 4, 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:
(X)
Check the following box if a fee is being paid with this
Statement:
(X)
CUSIP NO. [759916109] 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)(X) (b)(X)
- ----------------------------------------------------------------------------
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)
(X)
- ----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,594,800
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON --------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,594,800
- ----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,594,800
- ----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
(X)
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ---------------------------------------------------------------------------
CUSIP NO. [759916109] 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)(X) b)(X)
- ---------------------------------------------------------------------------
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)
(X)
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 505,500
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON --------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
505,500
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
505,500
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
(X)
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ---------------------------------------------------------------------------
CUSIP NO. [759916109] 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)(X) (b)(X)
- ---------------------------------------------------------------------------
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)
(X)
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- ---------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF -------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,104,300
OWNED BY -------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON -------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,104,300
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,104,300
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
(X)
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (see Item 2)
- ---------------------------------------------------------------------------
CUSIP NO. [759916109] 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)(X) (b)(X)
- ---------------------------------------------------------------------------
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)
(X)
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ---------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF -------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,594,800
OWNED BY -------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON -------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,594,800
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,594,800
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
(X)
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
- ---------------------------------------------------------------------------
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. Rpsenwald and collectively
with Paramount Capital, Aries Domestic and Aries Truat, 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.
(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 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 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.
----------------------------
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.
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. Since the date of the Original
Statement, Aries Domestic used its general funds to effect
the purchase of an additional 69,700 shares of the Issuer in
various open market transactions for an approximate
aggregate purchase price of $88,093 and the Aries Trust has
used its general funds to effect the purchase of an
additional 164,700 shares of the Issuer in various open
market transactions for an approximate aggregate purchase
price of $208,215 ( Amendment No. 1 ). Since the date of
Amendment No. 1, the Aries Domestic used its general funds
to effect the purchase of an additional 87,800 shares of the
Issuer and the Aries Trust has used its general funds to
effect the purchase of an additional 167,600 shares of the
Issuer in various open market transactions ( Amendment No.
2"). Since the date of Amendment No. 2, the Aries Domestic
and the Aries Trust have also used their general funds to
effect certain purchases of the securities of Issuer in open
market transactions including purchase occurring since the
date of Amendment No. 2 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 March 6, 1997, Dr. Rosenwald and Paramount
Capital, through acquisition of the shares by the Aries
Trust and Aries Domestic, beneficially owned 1,594,800
shares or 10.2% of the Issuer's securities and Aries
Domestic and the Aries Trust beneficially owned as
follows:
Amount Owned
------------
Aries Domestic 505,500 shares
Aries Trust 1,104,300 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. 2:
Date No. of Shares Purchase Price
---- ------------- --------------
2/11/97 13,000 1.250
2/13/97 1,500 1.250
2/20/97 11,500 1.250
2/26/97 10,000 1.250
2/27/97 5,000 1.250
3/04/97 5,000 1.250
3/6/97 5,000 1.250
The following purchases were made by Aries Trust in the
open market in the since the filing of Amendment No. 2:
Date No. of Shares Market Price
---- ------------- ------------
2/11/97 27,000 1.250
2/13/97 3,500 1.250
2/20/97 23,500 1.250
2/26/97 20,000 1.250
2/27/97 10,000 1.250
3/04/97 10,000 1.250
3/6/97 10,000 1.250
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: March 6, 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: March 6, 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: March 6, 1997
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
Dated: March 6, 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: March 6, 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: March 6, 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: March 6, 1997
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
Dated: March 6, 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.
