SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Pacific Pharmaceuticals, Inc.
(f/k/a Xytronyx, Inc.)
----------------------
(Name of Issuer)
Common Stock, par value $.02 per share
--------------------------------------
(Title of Class of Securities)
694754102
---------
(CUSIP Number)
Paramount Capital Asset Management, Inc.
c/o Lindsay A. Rosenwald, M.D.
787 Seventh Avenue
New York, NY 10019
(212) 554-4300
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)
August 27, 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: |_|
<PAGE>
SCHEDULE 13D
CUSIP No. 694754102 Page 3 of 16 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
None
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 6,597,064
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
6,597,064
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,597,064
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.6%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
2
<PAGE>
SCHEDULE 13D
CUSIP No. 694754102 Page 4 of 16 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
None
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 2,339,769
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
2,339,769
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,339,769
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
3
<PAGE>
SCHEDULE 13D
CUSIP No. 694754102 Page 5 of 16 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
None
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 4,197,295
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
4,197,295
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,197,295
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
OO (see Item 2)
- --------------------------------------------------------------------------------
4
<PAGE>
SCHEDULE 13D
CUSIP No. 694754102 Page 6 of 16 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
None
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 10,089,153 /1/
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
10,089,153
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,089,153
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.8%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
- -------------
/1/ Includes 2,399,769 shares beneficially owned by Aries Domestic Fund, L.P.,
4,197,295 shares beneficially owned by The Aries Trust and 50,000 shares
beneficially owned by Paramount Capital Investments, LLC of which Dr. Rosenwald
is the Chairman and sole stockholder.
5
<PAGE>
Item 1. Security and Issuer.
(a) Common Stock, $.02 par value ("Shares")
Pacific Pharmaceuticals, Inc.
f/k/a Xytronyx, Inc.
6730 Mesa Ridge Rd.
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 Fund, a Class of the Aries Trust ("Aries Trust") and
Lindsay A. Rosenwald, M.D. ("Dr. Rosenwald" and collectively, 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,/2/ a Subchapter S corporation
incorporated in the State of Delaware. Paramount Capital is the General Partner
of Aries Domestic,/3/ a limited partnership incorporated in Delaware. Paramount
Capital is the Investment Manager to Aries Trust,/4/ 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.
- --------
/2/ 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.
/3/ 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.
/4/ 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.
6
<PAGE>
(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 acquired
additional securities of the Issuer as detailed below.
On October 8, 1996, Aries Domestic received warrants to
purchase 45,000 Shares, and the Aries Trust received warrants to purchase
105,000 Shares in connection with a line of credit of up to $500,000 which Aries
Domestic and the Aries Trust extended to the Issuer.
On March 7, 1997, in connection with the closing (the
"Closing") of a private offering (the "Offering") of securities of the Issuer,
in which Paramount Capital, Inc. acted as placement agent, Aries Domestic used
its general funds to effect the purchase of 8.6 units (the "Units"), each Unit
consisting of (a) 500 shares of Premium Preferred Stock (the "Preferred Stock")
and (b) warrants to purchase 50,000 Shares for an aggregate amount of 4,299
shares of Preferred Stock (which shares of Preferred Stock are convertible into
1,250,545 Shares based on a conversion rate of 290.89 Shares per share of
Preferred Stock) and warrants to purchase 429,900 Shares 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 2,426,041 Shares based on a conversion rate
of 290.89 Shares per share of Preferred Stock) and warrants to purchase 834,000
Shares for an approximate aggregate purchase price of $1,668,000.
Aries Domestic and the Aries Trust invested in the Offering
net of commissions. Accordingly, Aries Domestic was allocated 0.86 Unit Purchase
Options to purchase (a) 430 shares of Preferred Stock (convertible into 125,084
Shares based on a conversion rate of 290.89 Shares per share of Preferred Stock)
and (b) warrants to purchase 42,990 Shares. Similarly, the Aries Trust received
1.668 Unit Purchase Options to purchase (x) 834 shares of Preferred Stock of the
Issuer (convertible into 242,604 Shares based on a conversion rate of 290.89
Shares per share of Preferred Stock) and (y) warrants to purchase 83,400 Shares.
In connection with the Offering, Dr. Rosenwald received 11.4
Unit Purchase Options to purchase (a) 5,700 shares of Preferred Stock
(convertible into 1,658,153 Shares based on a conversion rate of 290.89 Shares
per share of Preferred Stock) and (b) warrants to 570,023 Shares.
On August 27, 1998 Paramount Capital Investments, LLC ("PCI")
received 50,000 Shares in connection with an Introduction Agreement entered into
among the Issuer and PCI on February 12, 1998 pursuant to which PCI introduced
the Issuer to a technology that the Issuer subsequently acquired.
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. Mr. David
R. Walner, Secretary of the Issuer, is Secretary of Paramount Capital and an
Associate Director of Paramount Capital, Inc.. 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 March, 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.
7
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) As of September 9, 1998, Paramount Capital, through acquisition of
the Shares by the Aries Trust and Aries Domestic, beneficially owned warrants to
purchase 1,540,290, 12,639 shares of Preferred Stock of the Issuer (convertible
into 3,676,586 Shares), warrants to purchase 1,264 shares of Preferred Stock
(which shares of Preferred Stock are convertible into 367,688 Shares), five
Units convertible into 400,000 Shares and warrants to purchase 500,000 Shares
and 0.625 Unit Warrants convertible into 50,000 shares of common stock and
62,500 warrants to purchase shares of common stock or 36.57 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 17.3% 517,890 warrants to
purchase Shares
4,299 shares of Preferred
Stock (convertible into
1,250,545 Shares)
2.5 Units (convertible
into 200,000 Shares and
warrants to purchase
250,000 Shares)
0.3125 Unit Warrants
(convertible into 25,000
Shares and 31,250 warrants
to purchase Shares)
430 warrants to purchase
shares of Preferred Shares
(which shares of preferred
stock are convertible into
125,084 Shares)
Aries Trust 26.8% 1,022,400 warrants to
purchase Shares
8,334 shares of Preferred
Stock (convertible into
2,426,041 Shares)
2.5 Units (convertible into
200,000 Shares and
warrants to purchase
250,000 Shares)
0.3125 Unit Warrants
(convertible into 25,000
Shares and 31,250 warrants
to purchase Shares)
834 warrants to purchase
shares of Preferred Shares
(which shares of preferred
stock are convertible into
242,604 Shares)
Dr. Rosenwald 41.7% 2.40213 Units (convertible
into 192,170 Shares and
240,213 warrants to
purchase Shares)
5,700 warrants to purchase
shares of Preferred Stock
(convertible into
2,239,728 Shares)
50,000 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) 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,
8
<PAGE>
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 March 1996 private offerings of
securities. In June 1998 Paramount Capital, Inc. acted as placement agent in
connection with the private offering of securities of the Issuer's majority
owned subsidiary. 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, Associate Director of Paramount Capital, Inc. and Secretary of
Paramount Capital, serves as Secretary of the Issuer without compensation.
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.
9
<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: September 25, 1998
New York, New York 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: September 25, 1998
New York, New York 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: September 25, 1998
New York, New York By: /s/ Lindsay A. Rosenwald, M.D.
----------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: September 25, 1998
New York, New York By: /s/ Lindsay A. Rosenwald, M.D.
----------------------------------
Lindsay A. Rosenwald, M.D.
10
<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 Pacific
Pharmaceuticals, Inc., and hereby affirm that such Schedule 13D is being filed
on behalf of each of the undersigned.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: September 25, 1998
New York, New York 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: September 25, 1998
New York, New York 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: September 25, 1998
New York, New York By: /s/ Lindsay A. Rosenwald, M.D.
----------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: September 25, 1998
New York, New York By: /s/ Lindsay A. Rosenwald, M.D.
----------------------------------
Lindsay A. Rosenwald, M.D.
11
<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 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. 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.
12
<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.
13
<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, 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
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.
14
