SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
Biomerica Inc.
(Name of Issuer)
Common Stock, par value $.08 per share
(Title of Class of Securities)
09061H307
(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)
May 15, 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
<PAGE>
13D
CUSIP No. 09061H307 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*
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
NUMBER OF None
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 191,593
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
191,593
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
191,593
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
<PAGE>
13D
CUSIP No. 09061H307 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*
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
NUMBER OF None
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 66,211
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
66,211
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,211
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE>
13D
CUSIP No. 09061H307 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*
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
NUMBER OF None
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 125,382
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
125,382
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,382
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
OO (see Item 2)
- --------------------------------------------------------------------------------
<PAGE>
13D
CUSIP No. 09061H307 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*
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
NUMBER OF None
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 191,593
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
191,593
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
191,593
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer.
(a) Common Stock, $.08 par value ("Shares")
Biomerica Inc.
1533 Monrovia Avenue
Newport Beach, CA 92663
714-645-2111
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 Dr.
Lindsay A. Rosenwald (collectively, "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's is 787 Seventh Avenue, 48th Floor, 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) Dr. Rosenwald, Paramount Capital, Aries Domestic and Aries Trust
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) Dr. Rosenwald, Paramount Capital, Aries Domestic and Aries Trust
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
- -------------------------------
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.
6
<PAGE>
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 the date of the original filing of a Schedule 13D on
January 3, 1997, Aries Domestic disposed of an aggregate of
44,900 shares of common stock of the Issuer in various open
market transactions and the Aries Trust disposed of an aggregate
of 207,951 shares of common stock of the Issuer in various open
market transactions.
Item 4. Purpose of Transaction.
The Reporting Parties 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 December 23, 1996, Dr. Rosenwald and Paramount
Capital, through acquisition of the shares by the Aries
Trust and Aries Domestic, beneficially owned 333,333 shares
or 8.6% of the Issuer's securities and Aries Domestic and
the Aries Trust beneficially owned as follows:
Amount Owned
Aries Domestic 66,211 Shares
Aries Trust 125,382 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 sales were made by Aries Domestic in the open
market in the past 60 days:
Date No. of Shares Sales Price
5/15/98 16,500 1.675
5/18/98 25,000 1.6875
7
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The following sales were made by Aries Domestic in the open
market in the past 60 days:
Date No. of Shares Sales Price
5/15/98 33,500 1.675
5/18/98 50,000 1.6875
Other than as set forth herein the Reporting Parties have
not engaged in any transactions in the Common Stock of the
Issuer.
(d) As a result of sales made on May 18, 1998, the Reporting
Parties ceased to beneficially own more than five percent of
the Issuer's common stock.
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 person, 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: May 19, 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: May 19, 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: May 19, 1998
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: May 19, 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 agrees 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 Biomerica, Inc.,
and hereby affirm that such Schedule 13D is being filed on behalf of each of the
undersigned.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: May 19, 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: May 19, 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: May 19, 1998
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: May 19, 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) was 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, which is located at
787 Seventh Avenue, 48th Floor, New York, New York, 10019, of the General
Partner of Aries Domestic 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, 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.
13
