SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES
13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. __)*
Macrochem Corporation
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
55590310
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(CUSIP Number)
October 26, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 8
<PAGE>
SCHEDULE 13G
CUSIP No. 55590310 Page 2 of 8
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Strong River Investments, Inc.
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
_____________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 908,329 (See Item 4)
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 908,329 (See Item 4)
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
908,329 (See Item 4)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.71% (See Item 4)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON (See Instructions)
CO
_____________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 55590310 Page 3 of 8
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Bay Harbor Investments, Inc.
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
_____________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 908,329 (See Item 4)
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 908,329 (See Item 4)
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
908,329 (See Item 4)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.71% (See Item 4)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON*
CO
_____________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 55590310 Page 4 of 8
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Cavallo Capital Corp.
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,816,658 (See Item 4)
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,816,658 (See Item 4)
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,816,658 (See Item 4)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.42% (See Item 4)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON*
CO
_____________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
Macrochem Corporation (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
110 Hartwell Avenue, Lexington, Massachusetts 02421-3134.
Item 2(a). Name of Persons Filing:
Strong River Investments, Inc. ("Strong River")
Bay Harbor Investments, Inc. ("Bay Harbor")
Cavallo Capital Corp. ("Cavallo")
Item 2(b). Address of Principal Business Office or, if None, Residence:
Strong River and Bay Harbor:
Gonzalez-Ruiz & Aleman (BVI) Limited, Wickhams Cay I, Vanterpool
Plaza,
P.O.Box 873, Road Town, Tortolla, BVI.
Cavallo:
660 Madison, 18th floor, New York, NY 10021.
Item 2(c). Citizenship:
Strong River and Bay Harbor:
British Virgin Islands.
Cavallo:
New York
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share, of the Company (the
"Common Stock").
Item 2(e). CUSIP Number:
55590310
Item 3. If this Statement Is Filed Pursuant to Rules 13d-1(b), or 13d-2(b)
or (c), Check Whether the Persons Filing are a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act;
(e) [ ] An investment advisor in accordance with Rule 13-
d(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of
an investment company under Section (c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. [x]
Page 5 of 8
Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentages of securities of the Issuer identified in Item 1.
(a) Amount beneficially owned by each of Strong River and Bay
Harbor:
908,329 shares of Common Stock
(b) Percent of class:
3.71% (based on 24,458,697 shares of Common Stock
outstanding as confirmed by the Company).
(c) Number of shares to which each of Strong River and Bay
Harbor has:
(i) Sole power to vote or direct the vote:
-0-
(ii) Shared power to vote or direct the vote:
908,329 shares of Common Stock*
(iii) Sole power to dispose or to direct the disposition
of:
-0-
(iv) Shared power to dispose of or direct the disposition
of:
908,329 shares of Common Stock*
_____________
* Does not include shares of Common Stock issuable to each of Strong River
and Bay Harbor upon the exercise of certain warrants issued to each of
Strong River and Bay Harbor by the Company. The holder of such
securities is prohibited from using them to acquire shares of Common
Stock to the extent that such acquisition would result in such holder,
together with any affiliate thereof, beneficially owning in excess of
4.999% of the outstanding shares of Common Stock following such
acquisition. This restriction may be waived by the holder of such
securities on not less than 61 days' notice to the Company.
Page 6 of 8
Cavallo:
(a) Amount beneficially owned by Cavallo (see the disclosure in
Section 6 hereof):
1,816,658 shares of Common Stock**
(b) Percent of class:
3.71% (based on 24,458,697 shares of Common Stock
outstanding as confirmed by the Company).
(c) Number of shares to which Cavallo (see the disclosure in
Section 6 hereof) has:
(i) Sole power to vote or direct the vote:
-0-
(ii) Shared power to vote or direct the vote:
1,816,658 shares of Common Stock*
(iii) Sole power to dispose or to direct the disposition
of:
-0-
(iv) Shared power to dispose of or direct the disposition
of:
1,816,658 shares of Common Stock*
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Pursuant to an investment management agreement between Strong
River and Cavallo, Cavallo has the power to sell or vote on
behalf of Strong River, some or all of the shares of Common Stock
to which this report relates. As such, under Rule 13d-3(a),
Cavallo may be deemed to be the beneficial owner of such shares.
Pursuant to an investment management agreement between Bay Harbor
and Cavallo, Cavallo has the power to sell or vote on behalf of
Bay Harbor, some or all of the shares of Common Stock to which
this report relates. As such, under Rule 13d-3(a), Cavallo may
be deemed to be the beneficial owner of such shares.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of a Group.
Not applicable.
_____________
** Does not include shares of Common Stock issuable to each of Strong River
and Bay Harbor upon the exercise of certain warrants issued to each of
Strong River and Bay Harbor by the Company. The holder of such
securities is prohibited from using them to acquire shares of Common
Stock to the extent that such acquisition would result in such holder,
together with any affiliate thereof, beneficially owning in excess of
4.999% of the outstanding shares of Common Stock following such
acquisition. This restriction may be waived by the holder of such
securities on not less than 61 days' notice to the Company.
Page 7 of 8
Item 10. Certification.
By signing below, the undersigned certifies that, to the best of
its knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
such purpose or effect.
SIGNATURE
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.
Dated: November 3, 2000
Strong River Investments, Inc.
By: Cavallo Capital Corp., Investment Manager
By: /s/ Avi Vigder
-------------------------------------------
Name: Avi Vigder
Title: Managing Director
Bay Harbor Investments, Inc.
By: Cavallo Capital Corp., Investment Manager
By: /s/ Avi Vigder
-------------------------------------------
Name: Avi Vigder
Title: Managing Director
Cavallo Capital Corp.
By: /s/ Avi Vigder
-----------------------------------------
Name: Avi Vigder
Title: Managing Director
Page 8 of 8
