SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Milestone Scientific, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
59935P100
(CUSIP Number)
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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
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 11, 1997
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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 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: [_]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be
sent.
Check the following box if a fee is being paid with this Statement: [_]
Page 1 of 10 Pages
<PAGE>
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CUSIP No. 59935P100 13D Page 2 of 10 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)
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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
OWNED BY 415,832
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
--------------------------------------------
10 SHARED DISPOSITIVE POWER
415,832
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
415,832
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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)
5.5% /1/
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14 TYPE OF REPORTING PERSON*
CO
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- --------
/1/ As of September 11, 1997, the date of the first event requiring this filing
Paramount Capital Asset Management, Inc. beneficially owned 521,465 shares of
common stock of the Issuer or 6.9%. As a result of certain sales further
described in Item 5(c), as of the date of hereof, Paramount Capital Asset
Management, Inc. beneficially owned 416,332 shares of common stock resulting in
beneficial ownership of 5.5% as shown in box 13 above.
<PAGE>
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CUSIP No. 59935P100 13D Page 3 of 10 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) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (see Item 3)
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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
OWNED BY 141,412
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
--------------------------------------------
10 SHARED DISPOSITIVE POWER
141,412
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,412
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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)
1.9% /2/
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14 TYPE OF REPORTING PERSON*
PN
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- --------
/2/ As of September 11, 1997, Aries Domestic Fund, L.P. beneficially owned
178,389 shares of common stock of the Issuer or 2.4%. As a result of certain
sales further described in Item 5(c), as of the date of hereof, Aries Domestic
Fund, L.P. beneficially owned 141,412 shares of common stock resulting in
beneficial ownership of 1.9% as shown in box 13 above.
<PAGE>
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CUSIP No. 59935P100 13D Page 4 of 10 Pages
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Aries Fund, A Cayman Island 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)
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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
OWNED BY 274,420
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
--------------------------------------------
10 SHARED DISPOSITIVE POWER
274,420
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
274,420
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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)
3.6% /3/
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14 TYPE OF REPORTING PERSON*
OO (see Item 2)
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- --------
/3/ As of September 11, 1997, the Aries Fund, a Cayman Island Trust beneficially
owned 343,076 shares of common stock of the Issuer or 3.6%.As a result of
certain sales further described in Item 5(c), as of the date of hereof, Aries
Domestic Fund, L.P. beneficially owned 343,076 shares of common stock resulting
in beneficial ownership of 4.6% as shown in box 13 above.
<PAGE>
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CUSIP No. 59935P100 13D Page 5 of 10 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
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4 SOURCE OF FUNDS*
OO (see Item 3)
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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 --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 415,832
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
--------------------------------------------
10 SHARED DISPOSITIVE POWER
415,832
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
415,832
- -------------------------------------------------------------------------------
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)
5.5% /4/
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14 TYPE OF REPORTING PERSON*
IN
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- --------
/4/ As of September 11, 1997, Lindsay A. Rosenwald, M.D. beneficially owned
415,832 shares of common stock of the Issuer or 5.5%. As a result of certain
sales further described in Item 5(c), as of the date of hereof, Aries Domestic
Fund, L.P. beneficially owned 521,465 shares of common stock resulting in
beneficial ownership of 5.5% as shown in box 13 above.
<PAGE>
Item 1. Security and Issuer.
(a) Common Stock, $.001 par value ("Shares")
Milestone Scientific, Inc.
220 South Orange Avenue
Livingston, N.J. 07039
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 Fund, A Cayman Island Trust ("Aries
Trust") and Lindsay A. Rosenwald, M.D. ("Dr. 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 is 787 Seventh Avenue, 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 and fund
manager and is the sole shareholder of Paramount Capital,/5/ a
Subchapter S corporation incorporated in Delaware. Paramount Capital
is the General Partner of Aries Domestic,/6/ a limited partnership
incorporated in Delaware and is the Investment Manager to Aries
Trust,/7/ 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 con victed 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,
- --------
/5/ 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.
/6/ 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.
/7/ Please see attached Exhibit D indicating the investment manager of the Aries
Trust and the investment manager's executive officers and direc tors 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 10 Pages
<PAGE>
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 March 13, 1997, in a private placement (the "March Private
Placement") of the Issuer's securities, Aries Domestic used its
general funds to acquire 37,077 Units, each "Unit" consisting of (a)
one (1) share of common stock of the Issuer (the "Common Stock") and
(b) one (1) warrant to purchase one (1) share of Common Stock of the
Issuer at an exercise price equal to $4.72 for an aggregate purchase
price of $350,000, and the Aries Trust used its general funds to
acquire 68,856 Units for an aggregate purchase price equal to
$650,000. On September 11, 1997, in a private placement (the
"September Private Placement") of the Issuer's securities, the Aries
Domestic used its general funds to acquire 70,606 units, each "Unit"
consisting of (a) one (1) share of Common Stock of the Issuer and (b)
one (1) warrant to purchase one (1) share of Common Stock of the
Issuer at an exercise price equal to $9.00 for an aggregate purchase
price of $423,636, and the Aries Trust used its general funds to
acquire 137,060 Units for an aggregate purchase price of $822,360.
Item 4. Purpose of Transaction.
The Reporting Parties acquired securities of the Issuer as an
investment in the Issuer.
In the past sixty (60) days, the Reporting Parties have sold certain
shares of Common Stock of the Issuer as reported in Item 5, and,
although the Reporting Parties have not formulated any definitive
plans to do so, they may from time to time acquire, dispose of, or
engage in other transactions with respect to the 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 September 11, 1997, Dr. Rosenwald and Paramount Capital,
through acquisition of the shares by the Aries Trust and Aries
Domestic, beneficially owned 521,465 shares or 6.9% of the
Issuer's securities and Aries Domestic and the Aries Trust
beneficially owned as follows:
Amount Owned
Aries Domestic 178,289 Shares
Aries Trust 343,076 Shares
As a result of the sales described in Item 5(c), as of September
18, 1997, Dr. Rosenwald and Paramount Capital beneficially owned
416,332 shares or 5.5% of the Issuer's securities and Aries
Domestic and the Aries Trust beneficially owned as follows:
Page 7 of 10 Pages
<PAGE>
Amount Owned
Aries Domestic 141,412 Shares
Aries Trust 274,920 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
---- ------------- -----------
9/05/97 17,000 8.798
9/08/97 19,977 9.175
9/16/97 15,000 13.5833
9/17/97 10,000 12.8125
9/18/97 11,962 12.97
The following sales were made by Aries Trust in the open market
in the past 60 days:
Date No. of Shares Sales Price
---- ------------- -----------
9/05/97 35,000 8.798
9/08/97 33,756 9.175
9/16/97 30,000 13.5833
9/17/97 15,000 12.8125
9/18/97 23,756 12.97
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.
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
President and sole shareholder of Paramount Capital.
In connection with the March Private Placement and the September
Private Placement, Aries Domestic and the Aries Trust, respectively,
entered into certain agreements with the Company, including without
limitation, a subscription agreement, warrant and registration rights
agreement (See Exhibits B, C and D to Schedule 13D filed by New Valley
Corp. on September 15, 1997 for form of subscription agreement,
warrant and registration rights agreement).
Page 8 of 10 Pages
<PAGE>
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 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 9 of 10 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: September 19, 1997
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
President
ARIES DOMESTIC FUND, L.P.
By: Paramount Capital Asset Management, Inc.
General Partner
Dated: September 19, 1997
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
President
THE ARIES TRUST
By: Paramount Capital Asset Management, Inc.
General Partner
Dated: September 19, 1997
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: September 19, 1997
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
Page 10 of 10 Pages
<PAGE>
EXHIBIT A
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 Milestone
Scientific, Inc. and hereby affirm that such Schedule 13D is being filed on
behalf of each of the undersigned.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: September 19, 1997
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
President
ARIES DOMESTIC FUND, L.P.
By: Paramount Capital Asset Management, Inc.
General Partner
Dated: September 19, 1997
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
President
THE ARIES TRUST
By: Paramount Capital Asset Management, Inc.
General Partner
Dated: September 19, 1997
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: September 19, 1997
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
<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, 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>
EXHIBIT C
The name and principal occupation or employment, which is located at
787 Seventh Avenue, 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
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>
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 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.
