SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No.7)
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)
January 2, 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:
[_]
Check the following box if a fee is being paid with this Statement:
[_]
Page 1 of 13 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. [759916109] Page 2 of 13 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*
00 (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 2,307,700
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
2,307,700
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,307,700
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. [759916109] Page 3 of 13 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*
00 (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 744,500
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
744,500
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
744,500
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. [759916109] Page 4 of 13 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*
00 (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 1,563,200
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
1,563,200
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,563,200
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
OO (see Item 2)
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. [759916109] Page 5 of 13 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*
00 (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 2,307,700
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
2,307,700
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,307,700
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>
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.
(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,
- --------
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
<PAGE>
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. 6"), Aries Domestic beneficially owned 678,600
shares of the Issuer and the Aries Trust beneficially owned
1,434,100 shares of the Issuer. Since the date of Amendment
No. 6, Aries Domestic used its general funds to effect the
purchase of the an additional 65,900 shares of common stock of
Issuer in various open market transactions as further set
forth in Item 5 for an approximate aggregate purchase price of
$73,466.98. Since the date of Amendment No. 6, Aries Trust
used its general funds to effect the purchase of the an
additional 129,100 shares of common stock of Issuer in various
open market transactions as further set forth in Item 5 for an
approximate aggregate purchase price of $143,759.27.
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 January 5, 1998, Dr. Rosenwald and Paramount
Capital, through the acquisition of the shares by the
Aries Trust and Aries Domestic, beneficially owned
2,307,700 shares or 14.2% of the Issuer's securities
and Aries Domestic and the Aries Trust beneficially
owned as follows:
Amount Owned
------------
Aries Domestic 744,500 shares
Aries Trust 1,563,200 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.
6:
7
<PAGE>
<TABLE>
<CAPTION>
Date No. of Shares Purchase Price
---- ------------- --------------
<S> <C> <C> <C>
11/14/97 17,000 1.159
12/09/97 6,600 1.031
12/16/97 5,000 0.984
1/02/98 8,500 1.031
1/02/98 11,900 1.040
1/05/98 3,400 1.125
The following purchases were made by Aries Trust in
the open market since the filing of Amendment No. 6:
Date No. of Shares Market Price
---- ------------- ------------
11/14/97 33,000 1.159
12/09/97 13,400 1.031
12/16/97 10,000 0.984
1/02/98 16,500 1.031
1/02/98 23,100 1.040
1/05/98 6,600 1.125
</TABLE>
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.
8
<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: January 6, 1998
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: January 6, 1998
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: January 6, 1998
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
------------------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: January 6, 1998
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
------------------------------------------
Lindsay A. Rosenwald, M.D.
9
<PAGE>
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: January 6, 1998
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: January 6, 1998
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: January 6, 1998
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
------------------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: January 6, 1998
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
------------------------------------------
Lindsay A. Rosenwald, M.D.
10
<PAGE>
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, 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.
11
<PAGE>
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.
12
<PAGE>
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.
13
