SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Neoprobe Corp.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
452916 40 6
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(CUSIP Number)
Paramount Capital Asset Management, Inc.
c/o Lindsay A. Rosenwald, M.D.
787 Seventh Avenue
New York, NY 10019
(212) 554-4300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 4, 2000
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(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Check the following box if a fee is being paid with this Statement: |_|
<PAGE>
CUSIP No. [452916406] SCHEDULE 13D Page __ of __ Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paramount Capital Asset Management, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (see Item 3 below)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
None
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,000,000
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,000,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.7%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE>
CUSIP No. [452916406] SCHEDULE 13D Page __ of __ Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Aries Domestic Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (see Item 3 below)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
None
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,800,000
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,800,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,800,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
CUSIP No. [452916406] SCHEDULE 13D Page __ of __ Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Aries Master Fund, A Cayman Island Exempted Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (see Item 3 below)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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7 SOLE VOTING POWER
None
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 4,200,000
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,200,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,200,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
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14 TYPE OF REPORTING PERSON*
OO (see Item 2)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
<PAGE>
CUSIP No. [452916406] SCHEDULE 13D Page __ of __ Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lindsay A. Rosenwald, M.D.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (see Item 3 below)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
None
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,000,000
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,000,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.7%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
<PAGE>
Item 1 Security and Issuer.
(a) Common Stock, $.001 par value ("Shares")
Neoprobe Corp. (the "Issuer")
425 Metro Place North
Suite 400
Dublin, OH 43017
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"), Aries Master Fund, a Cayman Island exempted
company ("Aries Fund") and Lindsay A. Rosenwald, M.D. ("Dr.
Rosenwald" and 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) Paramount Capital's, Aries Domestic's, and Dr. Rosenwald's business
address is 787 Seventh Avenue, 48th Floor, New York, New York,
10019. The business address for Aries Fund 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 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 Fund,(3) a Cayman Islands exempted company.
(d) Dr. Rosenwald, Paramount Capital, Aries Domestic, and Aries Fund 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 Fund 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.
On February 4, 2000, pursuant to a written agreement, Aries Domestic
and Aries Fund retired an aggregate of 30,000 shares of 5% Series B
Convertable Preferred Stock and Class L Warrants to purchase an aggregate
of 4,800,000 shares of Common Stock. As consideration for the foregoing,
Aries Domestic was granted 900,000 Shares and Warrants (the
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(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 Aries II 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 Fund 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>
"Warrants") to purchase 900,000 Shares and Aries Fund was granted
2,100,000 Shares and Warrants to purchase 2,100,000 Shares.
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 February 5, 2000, Dr. Rosenwald, through acquisition of
the shares by the Aries Fund and Aries Domestic beneficially
owned 6,000,000 Shares or 20.7% of the Issuer's securities and
Paramount Capital beneficially owned 6,000,000 Shares or 20.7%
of the Issuer's securities. Aries Domestic and the Aries Fund
beneficially owned as follows:
Amount Owned
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Aries Domestic 1,800,000 Shares
Aries Fund 4,200,000 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 Fund.
(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 Fund 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 Fund and Aries Domestic. Dr. Rosenwald is
the Chairman and sole stockholder of Paramount Capital.
Paramount Capital, Inc., (the "PCI") an NASD member broker dealer
and an affiliate of Aries Domestic and the Aries Fund terminated
Unit Purchase Options issued pursuant to a Financial Advisory
Agreement previously entered into between the Issuer and PCI.
As additional compensation for the February 4th Agreement (described
iin Item 3 above) Aries Domestic was paid $750,000 in cash by the
Issuer and Aries Fund was paid $1,750,000 in cash by the Issuer.
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:
7
<PAGE>
Exhibit A - Copy of an Agreement between Dr. Rosenwald, Paramount Capital,
Aries Domestic and Aries Fund 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
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 Fund and
information called for by Items 2-6 of this statement relating to
said officers and directors.
<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: March 6, 2000
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
ARIES DOMESTIC FUND, L.P.
By: Paramount Capital Asset Management, Inc.
General Partner
Dated: March 6, 2000
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
ARIES DOMESTIC FUND II, L.P.
By: Paramount Capital Asset Management, Inc.
General Partner
Dated: March 6, 2000
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
THE ARIES FUND
By: Paramount Capital Asset Management, Inc.
Investment Manager
Dated: March 6, 2000
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
Dated: March 6, 2000
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------------------
Lindsay A. Rosenwald, M.D.
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 Neoprobe Corp.,
and hereby affirm that such Schedule 13D is being filed on behalf of each of the
undersigned.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: March 6, 2000
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
ARIES DOMESTIC FUND, L.P.
By: Paramount Capital Asset Management, Inc.
General Partner
Dated: March 6, 2000
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
ARIES DOMESTIC FUND II, L.P.
By: Paramount Capital Asset Management, Inc.
General Partner
Dated: March 6, 2000
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
THE ARIES FUND
By: Paramount Capital Asset Management, Inc.
Investment Manager
Dated: March 6, 2000
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
Dated: March 6, 2000
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, 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., Paramount Capital
Investments, LLC and Paramount
Capital, Inc.
Peter Morgan Kash Director of Paramount Capital Asset
Management, Inc., Senior Man aging
Director, Paramount Capital, Inc.
Dr. Yuichi Iwaki Director of Paramount Capital Asset
Management, Inc., Professor, Uni
versity 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.
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.
EXHIBIT D
The name and principal occupation or employment, which in each instance is
with The Aries Master Fund ("Aries Fund") located at c/o MeesPierson (Cayman)
Limited, P.O. Box 2003, British American Centre, Phase 3, Dr. Roy's Drive,
George Town, Grand Cayman, 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) Management Limited Administrator
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 Fund'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
