SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMMENDMENT NO. 3
Under the Securities Exchange Act of 1934
Immucell Corporation
(Name of Issuer)
Common Stock, par value $.1 per share
(Title of Class of Securities)
452525306
(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)
March 25, 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 pages
<PAGE>
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CUSIP NO. [452525306] 13D PAGE 2 OF 13 PAGES
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 -------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 258,300
OWNED BY -------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON -------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
258,300
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
258,300
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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)
11%
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14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
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CUSIP NO.[452525306] 13D PAGE 3 OF 13 PAGES
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aries Domestic Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[_] (b)[_]
- - --------------------------------------------------------------------------------
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 -------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 121,550
OWNED BY -------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON -------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
121,550
- - --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
121,550
- - --------------------------------------------------------------------------------
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)
5.2%
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14 TYPE OF REPORTING PERSON*
PN
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<PAGE>
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CUSIP NO.[452525306] 13D PAGE 4 OF 13 PAGES
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Aries Trust
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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 ---------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 136,750
OWNED BY ---------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON ---------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
136,750
- - --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,750
- - --------------------------------------------------------------------------------
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)
5.8%
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14 TYPE OF REPORTING PERSON* OO (see Item 2)
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<PAGE>
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CUSIP NO.[452525306] 13D PAGE 5 OF 13 PAGES
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
- - --------------------------------------------------------------------------------
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)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- - --------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF ---------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 258,300
OWNED BY ---------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON ---------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
258,300
- - --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
258,300
- - --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[_]
- - --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11%
- - --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
Item 1. Security and Issuer.
(a) Common Stock, $.1 par value ("Shares")
Immucell Corporation
56 Evergreen Drive
Portland, ME 04130
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,
"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 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 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 juris- diction, 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 mandat- ing 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 November 21, 1996, the date of Amendment No. 2 to the
original statement on Schedule 13D, Aries Domestic disposed of
an aggregate 7,700 of the Issuer in various open market
transactions for an approximate aggregate gain of $79.43 and
- - --------
/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.
page 6 of 13 pages
<PAGE>
Aries Trust disposed of an aggregate 17,300 of the Issuer in
various open market transactions for an approximate aggregate
loss of $1,413.17
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 March 30, 1998, Dr. Rosenwald and Paramount
Capital, through acquisition of the shares by the
Aries Trust and Aries Domestic, beneficially owned
258,300 shares or 11% of the Issuer's securities and
Aries Domestic and the Aries Trust beneficially owned
as follows:
Amount Owned
------------
Aries Domestic 121,550 Shares
Aries Trust 136,750 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 sixty days prior to March 25,
1998:
Date No. of Shares Market Price
---- ------------- ------------
2/06/98 1,700 2.500
2/11/98 1,700 2.313
3/25/98 1,300 2.250
The following sales made by Aries Trust in the open
market in the sixty days prior to March 25, 1998:
Date No. of Shares Market Price
---- ------------- ------------
2/06/98 3,300 2.500
2/11/98 3,300 2.313
3/25/98 3,700 2.250
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. 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.
page 7 of 13 pages
<PAGE>
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 direc-
tors.
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 direc-
tors.
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.
page 8 of 13 pages
<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 30, 1998
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
President
ARIES DOMESTIC FUND
By Paramount Capital Asset Management, Inc.
General Partner
Dated: March 30, 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: March 30, 1998
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: March 30, 1998
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
page 9 of 13 pages
<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 undersig- ned's ownership of securities of Immucell
Corporation, and hereby affirm that such Schedule 13D is being filed on behalf
of each of the undersigned.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: March 30, 1998
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
President
ARIES DOMESTIC FUND
By Paramount Capital Asset Management, Inc.
General Partner
Dated: March 30, 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: March 30, 1998
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: March 30, 1998
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
page 10 of 13 pages
<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.
page 11 of 13 pages
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EXHIBIT C
The name and principal occupation or employment of the General Partner
of Aries Domestic, which is located at 787 Seventh Avenue, 44th Floor, 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.
page 12 of 13 pages
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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 Caymen
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.
page 13 of 13 pages
