SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
VIMRx Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
927186106
(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) 554-4300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 23, 1996
(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:
SCHEDULE 13D
CUSIP NO. 927186106
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 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 8 SHARED VOTING POWER
BENEFICIALLY 4,049,999
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON
WITH 10 SHARED DISPOSITIVE POWER
4,049,999
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,049,999
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* _
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP NO. 927186106
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 ITEMS 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 1,324,999
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,324,999
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,324,999
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* _
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP NO. 927186106
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Aries 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 ITEMS 2(d) or 2(e) _
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,725,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,725,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,725,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* _
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14 TYPE OF REPORTING PERSON*
OO (see Item 2)
SCHEDULE 13D
CUSIP NO. 927186106
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dr. Lindsay A. Rosenwald
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 ITEMS 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 5,964,999
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON
WITH 10 SHARED DISPOSITIVE POWER
5,964,999
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,964,666
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* _
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
14 TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer.
(a) Common Stock, $.001 par value ("VMRx Common")
VIMRx Pharmaceuticals, Inc. (the "Issuer")
2751 Centerville Road, Suite 210
Wilmington, DE 19808
302-998-1734
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 Dr. Lindsay
A. 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's and Dr.
Rosenwald's 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 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 jurisdiction, as a
result of which such person was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws
or finding any violation with respect to such laws.
(f) Dr. Rosenwald is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
On December 23, 1996, pursuant to an Exchange Agreement by and
between Aries Trust, Aries Domestic and the VIMRx, a Delaware
corporation, (the Issuer ) dated November 21, 1996, as amended on
December 23, 1996, and as further supplemented and amended (the
"Exchange Agreement"), Aries Domestic and Aries Trust, exercised
certain Class C Warrants (the "Class C Warrants") and unit
purchase options (the "Unit Purchase Options") of Innovir
Laboratories, Inc., a Delaware corporation ("Innovir"), and
transferred an aggregate of 9,500,000 shares of Common Stock (the
-----------------
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.
"Innovir Common") of Innovir to the Issuer in exchange for
3,000,000 shares of Common Stock of the Issuer (the "VIMRx
Common")and $3,000,000 in cash consideration (the "Transaction").
Of the aggregate 3,000,000 shares of VIMRx Common received by Aries
Trust and Aries Domestic, Aries Domestic received 900,000 shares
and the Aries Trust received 2,100,000 shares. In connection with
the Transaction, the Issuer granted Aries Domestic and Aries Trust
certain registration rights with respect to all such acquired
shares of VMRx Common.
Specifically, pursuant to the Exchange Agreement, Aries Domestic
and Aries Trust exercised (a) 2,000,000 Unit Purchase Options at an
exercise price of $0.50 per Unit Purchase Option (600,000 of which
Unit Purchase Options were owned by Aries Domestic and 1,400,000 of
which Unit Purchase Options were owned by Aries Trust) to acquire
(i) 2,000,000 shares of Innovir Common and (ii) 2,000,000 Class C
Warrants (600,000 of which shares of Innovir Common and Class C
Warrants were owned by Aries Domestic and 1,400,000 of which shares
of Innovir Common and Class C Warrants were owned by Aries
Domestic) and (b) 4,000,000 Class C Warrants to purchase 4,000,000
shares of Innovir Common at an exercise price of $0.50. As a
result of the foregoing, the Aries Trust and Aries Domestic owned
in the aggregate 10,000,000 shares of Innovir Common upon the
foregoing exercise and 2,000,000 Innovir Class C Warrants. Pursuant
to the Exchange Agreement, Aries Trust and Aries Domestic then
transferred an aggregate 9,500,0000 of the shares of Innovir Common
to the Issuer in exchange for the 3,000,000 shares of VIMRx Common.
In connection with the Transaction, the Aries Domestic and Aries
Trust incurred exercise price costs of $3,000,000 in exercising the
Class C Warrants and Unit Purchase Options, which, pursuant to the
Exchange Agreement, was paid by the Issuer in consideration of
amounts owed by the Issuer to the Aries Domestic and Aries Trust in
connection with the Transaction, directly to Innovir and credited
to Aries Trust and Aries Domestic by Innovir as payment in full of
the $3,000,000 aggregate exercise price.
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 December 23, 1996, Dr. Rosenwald and Paramount Capital,
through acquisition of the shares by the Aries Trust and Aries
Domestic, beneficially owned 4,049,999 shares or 7.4% of the
Issuer's securities and Aries Domestic and the Aries Trust
beneficially owned as follows:
Amount Owned
Aries Domestic 1,324,999 Shares
Aries Trust 2,725,000 Shares
In addition, Dr. Rosenwald beneficially owned an additional
1,915,000 shares for a total percentage ownership of 11.1%.
(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) Other than as set forth in this Schedule 13D, the Reporting
Parties have not engaged in any transactions in the Common
Stock of the Issuer within the past sixty (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. Dr. Rosenwald is a
member of the Board of Directors of the Issuer.
Except as indicated in this 13D and the attached 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 directors.
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.
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: December 23, 1996
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: December 23, 1996
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: December 23, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
Dated: December 23, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
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 undersigned's ownership of securities of VIMRx
Pharmaceuticals, Inc. and hereby affirm that such Schedule 13D is being filed
on behalf of each of the undersigned.
PARAMOUNT CAPITAL ASSET SERVICES, INC.
Dated: December 23, 1996
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: December 23, 1996
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: December 23, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
Dated: December 23, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
EXHIBIT B
The name and principal occupation or employment, which in each instance
is with Paramount Capital Asset Management, Inc. ("Paramount Capital")
located at 787 Seventh Avenue, New York, New York, 10019, of each executive
officer and director of Paramount Capital is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
Dr. Lindsay Rosenwald 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.
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;
Investment Manager
Exhibit B is hereby incorporated by reference.
Item 2.
During the five years prior to the date hereof, the above person (to the
best of Aries Domestic's knowledge) has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
EXHIBIT D
The name and principal occupation or employment, which in each instance
is with The Aries Trust ("Aries Trust") located at 787 Seventh Avenue, 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
(Cayman) Limited, 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.
