SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D (Amendment No.1)
Under the Securities Exchange Act of 1934
Xytronyx, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
984175109
(CUSIP Number)
Paramount Capital Asset Management, Inc.
c/o Lindsay A. Rosenwald, M.D.
787 Seventh Avenue
New York, NY 10019
(212) 554-4300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 6, 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)
13D
CUSIP NO. [984175109] PAGE ____ OF ___ PAGES
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 2,556,699
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH
10 SHARED DISPOSITIVE POWER
2,556,699
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,556,699
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
(X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8%
14 TYPE OF REPORTING PERSON*
CO
13D
CUSIP NO. [984175109] PAGE ____ OF ___ PAGES
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 1,025,470
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,025,470
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,025,470
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
(X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON*
PN
13D
CUSIP NO. [984175109] PAGE ____ OF ___ PAGES
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 1,531,229
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,531,229
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,531,229
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
(X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
14 TYPE OF REPORTING PERSON*
OO (see Item 2)
13D
CUSIP NO. [984175109] PAGE ____ OF ___ PAGES
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 2,990,882
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,990,882
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,990,882
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
(X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.8%
14 TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer.
(a) Common Stock, $.02 par value ("Shares")
Xytronyx, Inc.
6555 Nancy Ridge Drive, Ste. 200
San Diego, CA 92121
619-550-3900
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, 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.
Since December 6, 1995, the date of the original schedule 13D
filing of the Reporting Parties, Aries Domestic and the Aries 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.
acquired additional securities of the Issuer as detailed below. On
October 8, 1996, Aries Domestic received warrants to purchase
45,000 shares of common stock of the Issuer, and the Aries Trust
received warrants to purchase 105,000 shares of common stock of the
Issuer in connection with a line of credit of up to $500,000 which
Aries Domestic and the Aries Trust extended to the Issuer.
In connection with the closing (the Closing ) of a private
offering (the Offering ) of securities of the Issuer, Aries
Domestic used its general funds to effect the purchase of 8.6 units
(the Units ), each Unit consisting of 500 shares of Premium
Preferred Stock (the Preferred Stock ) and warrants to purchase
50,000 shares of common stock of the Issuer for an aggregate amount
of 4,300 shares of Preferred Stock (which shares of Preferred Stock
are convertible into 44,330 shares of common stock of the Issuer
based on a $0.97 conversion price) and warrants to purchase 429,900
shares of common stock of the Issuer for an approximate aggregate
purchase price of $860,000. On the same date and in the same
Offering, the Aries Trust used its general funds to effect the
purchase of 16.68 Units for an aggregate amount of 8,340 shares of
Preferred Stock (which shares of Preferred Stock are convertible
into 85,579 shares of common stock of the Issuer based on a $0.97
conversion price) and warrants to purchase 834,00 shares of common
stock of the Issuer for an approximate aggregate purchase price of
$1,668,000.
In connection with the Closing of the Offering, the Placement Agent
received certain placement units (the Placement Units ) as
compensation. The Placement Agent allocated to Aries Domestic 0.86
Placement Units representing 430 shares of Preferred Stock
(convertible into 4,433 shares of common stock of the Issuer based
on a $0.97 conversion price) and warrants to purchase 42,990 shares
of common stock of the Issuer representing the Placement Units
received by the Placement Agent as a result of the purchase of 8.6
Units by Aries Domestic. Similarly, the Placement Agent allocated
to Aries Trust 1.668 Placement Units representing 834 shares of
Preferred Stock of the Issuer (convertible into 8,578 shares of
common stock of the Issuer based on a $0.97 conversion price) and
warrants to purchase 83,400 shares of common stock of the Issuer,
representing the Placement Units received by the Placement Agent as
a result of the purchase of 16.68 Units by the Aries Trust.
Item 4. Purpose of Transaction.
The Reporting Parties have acquired shares of Common Stock of the
Issuer as an investment in the Issuer.
In December, 1996, the Issuer effected certain changes to its
management and Board of Directors, including but not limited to,
replacing its Chief Executive Officer. Mr. Michael S. Weiss, a
member of the Issuer s Board of Directors and Senior Managing
Director of Paramount Capital, Inc. (an investment bank related to
Paramount Capital), voted in favor of these changes. As previously
set forth in Item 4., Paramount Capital, Inc. has acted as
placement agent for the Issuer in connection with its November,
1995 and December, 1996 private offering of securities.
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 15, 1997, Paramount Capital, through acquisition
of the shares by the Aries Trust and Aries Domestic,
beneficially owned 400,000 shares of common stock of the
Issuer, warrants to purchase an additional 1,913,990, 12,639
shares of preferred stock of the Issuer (convertible into
130,209 common stock of the Issuer), and 0.625 Units
(convertible into 50,000 shares of common stock and 62,500
warrants to purchase shares of common stock) or 24.8% of the
Issuer's securities on a fully diluted basis and Aries
Domestic, the Aries Trust and Dr. Rosenwald beneficially owned
as follows:
Percent Amount Owned
Aries Domestic 9.9% 200,000 shares of common stock
724,990 warrants to purchase shares
of common stock
44,320 shares of common stock
(underlying 4,299 shares of
preferred stock)
0.3125 Units (convertible into
25,000 shares of common
stock and 31,250 warrants to
purchase shares of common
stock)
Aries Trust 14.8% 200,000 common shares
1,189,000 warrants to purchase shares
of common stock
85,979 shares of common stock
(underlying 8,340 shares of
preferred stock)
0.3125 Units (convertible into
25,000 shares of common
stock and 31,250 warrants to
purchase shares of common
stock)
Dr. Rosenwald 27.8% 192,984 shares of common stock (upon
exercise of 2.41213 Units)
241,213 warrants to purchase shares
of common stock (upon
exercise of 2.41213 Units)
(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 and Aries
Trust in the past sixty (60) days:
On March 6, 1997, in connection with the final closing (the
"Final Closing") of the private offering (the "Offering") of
the securities of the Issuer, Aries Domestic used its general
funds to effect the purchase of 3.6 units (the "Units"), each
Unit consisting of 500 shares of preferred stock (the
"Preferred Stock") of the Issuer and 50,000 warrants to
purchase shares of common stock (the "Warrants"), for an
aggregate amount of 1,800 shares of Preferred Stock of the
Issuer (convertible into 18,556 shares of common stock of the
Issuer) and warrants to purchase 179,900 shares of common
stock of the Issuer, for an aggregate purchase price of
$360,000. On the same date, in connection with the Offering
the Aries Trust used its general funds to each effect the
purchase of 6.68 Units for an aggregate of 3,340 shares of
Preferred Stock of the Issuer (which shares of Preferred Stock
are convertible into 34,443 shares of common stock of the
Issuer) and Warrants to purchase 334,000 shares of common
stock of the Issuer for an approximate aggregate purchase
price of $668,000.
In connection with the Final Closing of the Offering,
Paramount Capital, Inc. (the "Placement Agent") acted as
placement agent for Issuer and received additional Units (the
"Placement Units") as compensation. The Placement Agent
allocated to Aries Domestic 0.36 Placement Units representing
180 shares of Preferred Stock of the Issuer (convertible into
1856 shares of common stock of the Issuer) and Warrants to
purchase 17,990 shares of common stock of the Issuer,
representing the Placement Units received by the Placement
Agent as a result of the purchase of 3.6 Units by Aries
Domestic. Similarly, the Placement Agent allocated to Aries
Trust 0.668 Units representing 334 shares of Preferred Stock
of the Issuer (convertible into 3,443 shares of common stock
of the Issuer) and Warrants to purchase 33,400 shares of
common stock of the Issuer, representing the Placement Units
received by the Placement Agent as a result of the purchase of
6.68 Units by the Aries Trust.
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.
Paramount Capital, Inc. has acted as placement agent for the Issuer
in connection with its November, 1995 and December, 1996 private
offerings of securities. Michael S. Weiss, Senior Managing Director
of Paramount Capital, Inc., serves as a member of the Board of
Directors of the Issuer, receives customary Board member
compensation and voted in favor of the December 1996 changes to
management and Board composition previously set forth in Item 4.
David R. Walner, Assistant Director of Paramount Capital, Inc. and
Secretary of Paramount Capital Asset Management, Inc., serves as
Secretary of the Issuer without compensation.
On November 27, 1995 Paramount Capital, Inc. and the Issuer entered
into a Financial Advisory Agreement whereby Paramount Capital, Inc.
agreed to act as a non-exclusive Financial Advisor to the Issuer
and to identify and negotiate potential acquisition candidates,
investments and/or strategic alliances. Pursuant to a Placement
Agency Agreement entered into between Paramount Capital, Inc. and
the Issuer dated September 27, 1996, the parties agreed to extend
the Financial Advisory Agreement for an additional eighteen (18)
months.
Except as indicated in this 13D and exhibits hereto, 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 15, 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 15, 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 15, 1997
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
Dated: April 15, 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 Xytronyx, and
hereby affirm that such Schedule 13D is being filed on behalf of each of the
undersigned.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: April 15, 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 15, 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 15, 1997
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
Dated: April 15, 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.
