SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
Under the Securities Exchange Act of 1934
Endorex Corporation (f/k/a ImmunoTherapeutics, Inc.)
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
452916 40 6
(CUSIP Number)
Paramount Capital Asset Management, Inc.
c/o Lindsay A. Rosenwald, M.D.
787 Seventh Avenue
New York, NY 10019
(212) 554-4300
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 31, 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 Schedule 13D and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following: [ ]
<PAGE>
SCHEDULE 13D
CUSIP No. [452916406] Page 2 of 14 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 2,667,511
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
2,667,511
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,667,511
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.1%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
2
<PAGE>
SCHEDULE 13D
CUSIP No. [452916406] Page 3 of 14 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 838,971
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
838,971
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
838,971
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
3
<PAGE>
SCHEDULE 13D
CUSIP No. [452916406] Page 4 of 14 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Aries Master Fund, A Cayman Island Exempted Company
- --------------------------------------------------------------------------------
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 1,828,940
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
1,828,940
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,828,940
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.0%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
OO (see Item 2)
- --------------------------------------------------------------------------------
4
<PAGE>
SCHEDULE 13D
CUSIP No. [452916406] Page 5 of 14 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
1,434,033
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 2,667,511
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
1,434,033
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
2,667,511
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,101,544
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.2%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
5
<PAGE>
Item 1. Security and Issuer.
(a) Common Stock, $.001 par value ("Shares")
Endorex Corporation (f/k/a ImmunoTherapeutics, Inc.) (the "Issuer")
900 North Shore Blvd.
Lake Bluff, IL 60044
(847) 604-7555
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.
Since the date of Amendment No. 4 to the Original Statement on Schedule
13-D ("Amendment No. 4"), filed on October 16, 1997, Aries Domestic used
its general funds to purchase an aggregate of 46,626 shares of Common Stock
of the Issuer in the open market and the Aries Fund used its general funds
to purchase an aggregate of 46,626 shares
- --------
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 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>
of Common Stock of the Issuer in the open market. In connection with its
investment in a private placement of the Issuer on October 16, 1997 (the
"Private Placement"), Aries Domestic was allocated warrants ("Placement
Warrants") to purchase 56,533 Shares of the Issuer from Paramount Capital,
Inc., which conducted the Private Placement and Aries Fund was allocated
Placement Warrants to purchase 112,159 Shares of the Issuer from Paramount
Capital, Inc. Lindsay A. Rosenwald, M.D., chairman of Paramount Capital,
Inc. was allocated Placement Warrants to purchase 292,411 Shares of the
Issuer from Paramount Capital, Inc. Further, in connection with the Private
Placement, Paramount Capital, Inc. and the Issuer entered into an advisory
agreement oursuant to which it received a number of warrants (the "Advisory
Warrants"). Dr. Rosenwald was allocated Advisory Warrants to purchase
1,141,622 Shares. The Placement Warrants and the Advisory Warrants vested
and became exercisable on April 16, 1998 at an intial exercise price equal
to $2.54 per share and will be exercisable until April 16, 2003. The
exercise price is subject to adjustment upon the occurence of certain
events.
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 April 21, 1999, Dr. Rosenwald both personally and through
acquisition of the shares by the Aries Fund and Aries Domestic,
beneficially owned 4,101,544, Shares or 35.2% of the Issuer's
securities and Paramount Capital beneficially owned 2,667,511 Shares
or 26.1% of the Issuer's securities. Aries Domestic and the Aries Fund
beneficially owned as follows:
Amount Owned
------------
Aries Domestic 838,971 Shares
Aries Fund 1,828,940 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) The following acquisitions of Shares of the Issuer were made by Aries
Domestic in the past 60 days:
Date No. Shares Price Per Share
-----------------------------------------
03/11/99 500 $2.250
03/12/99 500 $2.000
03/15/99 600 $2.000
03/16/99 600 $1.938
03/17/99 600 $1.875
03/18/99 600 $1.750
03/19/99 600 $1.875
03/22/99 700 $1.875
03/23/99 700 $2.000
03/24/99 700 $2.000
03/25/99 700 $2.000
03/26/99 700 $2.000
03/29/99 700 $2.125
03/30/99 700 $2.125
03/31/99 2,440 $2.125
04/01/99 700 $2.125
04/05/99 800 $2.125
7
<PAGE>
04/06/99 800 $2.125
04/07/99 800 $2.141
04/08/99 800 $2.141
04/09/99 800 $2.238
04/12/99 500 $2.125
04/13/99 500 $2.026
04/14/99 500 $2.000
04/15/99 500 $2.000
04/16/99 500 $2.000
04/19/99 300 $2.000
04/20/99 400 $2.000
The following acquisitions of Shares of the Issuer were made by Aries
Domestic in the past 60 days:
Date No. Shares Price Per Share
------------------------------------------
02/22/99 1700 $2.000
02/23/99 1,700 $2.000
02/24/99 1,700 $2.000
02/25/99 1,700 $2.000
02/26/99 1,700 $1.938
03/01/99 1,400 $1.875
03/02/99 1,700 $2.000
03/03/99 1,700 $2.250
03/04/99 1,700 $2.063
03/08/99 1,200 $1.876
03/09/99 1,200 $1.750
03/10/99 1,200 $2.103
03/11/99 1,200 $2.250
03/12/99 1,200 $2.000
03/15/99 1,600 $2.000
03/16/99 1,600 $1.938
03/17/99 1,600 $1.875
03/18/99 1,600 $1.750
03/19/99 1,600 $1.875
03/22/99 1,700 $1.875
03/23/99 1,700 $2.000
03/24/99 1,700 $2.000
03/25/99 1,700 $2.000
03/26/99 1,700 $2.000
03/29/99 1,800 $2.125
03/30/99 1,800 $2.125
03/31/99 60 $2.125
04/01/99 1,800 $2.125
04/05/99 1,900 $2.125
04/06/99 1,900 $2.125
04/07/99 1,900 $2.141
04/08/99 1,900 $2.141
04/09/99 1,900 $2.238
04/12/99 1,200 $2.125
04/13/99 1,200 $2.026
04/14/99 1,200 $2.000
04/15/99 1,200 $2.000
04/16/99 1,200 $2.000
04/19/99 950 $2.000
04/20/99 850 $2.000
8
<PAGE>
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 President and sole shareholder of Paramount Capital.
Mr. Steve Kanzer, formerly a Senior Managing Director of the Placement
Agent (as defined below), joined the Board of Directors of the Issuer in
connection with the initial investment by Aries Domestic and the
predecessor in interest to the Aries Fund, the Aries Trust, a Cayman Island
trust in June 1996 and receives compensation for such services.
Pursuant to Article 6 of the Subscription Agreement executed by the Issuer
and each investor in the Private Placement, the Reporting Parties are
entitled to the contractual rights (the "Article VI Rights") attached to
the shares of Common Stock acquired in the Private Placement as set forth
in Exhibit A to Amendment No. 4.
Paramount Capital, Inc., (the "Placement Agent") an NASD member broker
dealer and an affiliate of Aries Domestic and the Aries Fund has acted as
Placement Agent for the Issuer and has received certain fees for such
services including warrants (the "Placement Warrants") to purchase 864,865
shares of Common Stock with attached contractual rights at an exercise
price equal to $2.54375. On October 16, 1997, the Issuer and the Placement
Agent entered into a twenty-four (24) month engagement agreement, pursuant
to which the Placement Agent is entitled to receive a cash retainer and
standard success fees in addition to warrants (the "Advisory Warrants") to
purchase 1,297,297 shares of Common Stock with attached contractual rights
at an exercise price equal to $2.54375. The Placement and Advisory Warrants
will become exercisable on April 16, 1997.
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 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
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.
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: April 21, 1999
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: April 21, 1999
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: April 21, 1999
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
---------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
Dated: April 21, 1999
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
10
<PAGE>
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 Endorex Corp.,
and hereby affirm that such Schedule 13D is being filed on behalf of each of the
undersigned.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: April 21, 1999
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: April 21, 1999
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: April 21, 1999
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
---------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
Dated: April 21, 1999
New York, NY 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., 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, 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.
12
<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.
13
<PAGE>
EXHIBIT D
The name and principal occupation or employment, which in each instance
is with The Aries Master Fund ("Aries Fund") 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) 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.
14
