SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Amendment No.2
Under the Securities Exchange Act of 1934
Milestone Scientific, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
59935P100
(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. 59935P100 13D Page 2 of 13 Pages
- -------------------------- -------------------------------
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
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)
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 207,666
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
--------------------------------------------
10 SHARED DISPOSITIVE POWER
207,666
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
207,666
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
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CUSIP No. 59935P100 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.
- -------------------------------------------------------------------------------
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)
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 70,606
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
--------------------------------------------
10 SHARED DISPOSITIVE POWER
70,606
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,606
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
<PAGE>
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CUSIP No. 59935P100 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 Fund, A Cayman Island Trust
- -------------------------------------------------------------------------------
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)
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 137,060
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
--------------------------------------------
10 SHARED DISPOSITIVE POWER
137,060
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
137,060
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00 (see Item 2)
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<PAGE>
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CUSIP No. 59935P100 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.
- -------------------------------------------------------------------------------
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)
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 207,666
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
--------------------------------------------
10 SHARED DISPOSITIVE POWER
207,666
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
207,666
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
<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,1 a Subchapter S corporation incorporated in Delaware.
Paramount Capital is the General Partner of Aries Domestic,2 a
limited partnership incorporated in Delaware and 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.
- --------
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>
Item 3. Source and Amount of Funds or Other Consideration.
Since the date of Amendment No. 1 to the original statement on
Schedule 13D filed September 18, 1997, the Aries Domestic has
disposed of 70,806 shares of Common Stock of the Issuer in
various open market transactions and the Aries Trust disposed
of 137,360 shares of Common Stock of the Issuer in various
open market transactions as more fully set forth in Item 5
below.
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 May 11, 1998, Dr. Rosenwald and Paramount
Capital, through acquisition of the shares by the
Aries Trust and Aries Domestic, beneficially owned
207,666 shares or 2.3% of the Issuer's securities and
Aries Domestic and the Aries Trust beneficially owned
as follows:
Amount Owned
Aries Domestic 70,606 Shares
Aries Trust 137,060 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 purchases were made by Aries Domestic
in the open market in the past 60 days:
Date No. of Shares Purchase Price
---- ------------- --------------
04/03/98 2,300 17.500
04/06/98 1,000 17.500
04/07/98 700 17.250
04/08/98 3,600 16.525
The following purchases were made by Aries Trust in
the open market in the past 60 days:
Date No. of Shares Purchase Price
---- ------------- --------------
04/03/98 4,700 17.500
04/06/98 2,000 17.500
04/07/98 1,300 17.250
04/08/98 8,900 16.525
The following sales were made by Aries Domestic in
the open market in the past 60 days:
Date No. of Shares Purchase Price
---- ------------- --------------
03/25/98 13,300 19.672
03/25/98 6,700 19.781
03/26/98 6,300 18.813
03/30/98 3,300 19.000
03/31/98 9,900 19.750
04/01/98 3,300 19.500
04/09/98 17,460 15.730
page 7 of 13 pages
<PAGE>
04/09/98 34,306 15.730
04/28/98 400 15.730
The following sales were made by Aries Trust in the
open market in the past 60 days:
Date No. of Shares Purchase Price
---- ------------- --------------
03/25/98 26,700 19.672
03/25/98 13,300 19.781
03/26/98 13,700 18.813
03/30/98 6,700 19.000
03/31/98 20,100 19.750
04/01/98 6,700 19.500
04/27/98 23,240 14.964
04/09/98 63,760 14.964
04/28/98 12,560 16.000
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) Not applicable.
(e) The Reporting Parties ceased to be the beneficial
owners of greater than 5% of the Issuer's Common
Stock on March 25, 1998.
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.
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 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: May 11, 1998
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
----------------------------------------
Lindsay A. Rosenwald, M.D.
President
ARIES DOMESTIC FUND, L.P.
By: Paramount Capital Asset Management, Inc.
General Partner
Dated: May 11, 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: May 11, 1998
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
----------------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: May 11, 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 agree 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 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: May 11, 1998
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
----------------------------------------
Lindsay A. Rosenwald, M.D.
President
ARIES DOMESTIC FUND, L.P.
By: Paramount Capital Asset Management, Inc.
General Partner
Dated: May 11, 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: May 11, 1998
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
----------------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: May 11, 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, New York, New York, 10019, of each executive officer and
director of Paramount Capital is as follows:
<TABLE>
<CAPTION>
<S> <C>
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
</TABLE>
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
<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 12 of 13 pages
<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, 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) 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.
page 13 of 13 pages
