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UNITED STATES OMB Number: 3235-0145
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
Paracelsian, Inc.
(Name of Issuer)
Restricted Private Offering Common Stock
(Title of Class of Securities)
698898 10 3
(CUSIP Number)
08-08-00
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rules 13-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND
UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1745 (11-99)
CUSIP NO. 698898 10 3
1. Names of Reporting Persons. FLOW MASTER FUND, L.P.
I.R.S. Identification Nos. of above persons (entities only).98 026796
____________________________________________
2. Check the Appropriate Box if a member of a Group(See Instructions)
(a) []
(b) []
__________________________________
3. SEC use Only
____________________________________________
4. Citizenship or Place of Organization CAYMAN ISLAND, BWI
Number of 5. Sole Voting Power 1,250,000
Shares
Beneficially 6. Shared Voting Power -0-
Owned by
Each 7. Sole Dispositive Power 1,250,000
Reporting Person
With
8. Shared Dispositive Power-0-
___________________________________________
9. Aggregate Amount Beneficially Owned by Each Reporting
Person 1,250,000
____________________________________________
10. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) []
____________________________________________
11. Percent of Class Represented by Amount in Row (11) 5.3%
___________________________________________
12. Type of Reporting Person (See Instructions) PN
___________________________________________
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting
Persons-Furnish the full legal name of each person for
whom the report is filed-i.e., each person required to
sign the schedule itself-including each member of a
group. Do not include the name of a person required to
be identified in the report but who is not a reporting
person. Reporting persons that are entities are also
requested to furnish their I.R.S. identification
numbers, although disclosure of such numbers is
voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR
COMPLYING WITH SCHEDULE 13G" below).
(2) If any of the shares beneficially owned by a reporting
person are held as a member of a group and that
membership is expressly affirmed, please check row
2(a). If the reporting person disclaims membership in a
group or describes a relationship with other persons
but does not affirm the existence of a group, please
check 2(b) [unless it is a joint filing pursuant to
Rule 13d1(k)(1) in which case it may not be necessary
to check row 2(b)].
(3) The third row is for SEC internal use; please leave
blank.
(4) Citizenship or place of Organization-Furnish
citizenship if the named reporting person is a natural
person. Otherwise, furnish place of organization.
(5)-(9),Aggregate Amount Beneficially Owned By Each
Reporting Person, 11 Etc,-Rows (5)through (9)
inclusive, and (11) are t be completed in accordance
with the provisions of Item 4 of Schedule 13G. All
percentages re to be rounded ff to the nearest tenth
(one place after decimal point).
(10) Check if the aggregate amount reported as beneficially
owned in row (9) does not include shares as t which
beneficial ownership is disclaimed pursuant to Rule
13d-4 (17 CFR 240.13D-4) under the Securities Exchange
Act of 1934).
(12) Type of Reporting Person-Please classify each
"reporting person' according to the following breakdown
(see item 3 of Schedule 13G0 and place the appropriate
symbol on the form:
Category Symbol
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund,
or Endowment Fund EP
Parent holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
Notes: Attach as many copies of the second part of the cover page
as are needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary
duplication, answer items on the schedules (Schedule 13d,
13G or 14D1) by appropriate cross references to an item or
items on the cover page(s). This approach may only be used
where the cover page item or items provide all the
disclosure required by the schedule item. Moreover, such a
use of a cover page item will result in the item becoming a
part of the schedule and accordingly being considered as
"filed" for purposes of Section 18 of the Securities
Exchange Act or otherwise subject to the liabilities of that
section of the Act.
Reporting persons may comply with their cover page filing
requirements by filing either completed copies of the blank
forms available from the Commission, printed or typed
facsimiles, or computer printed facsimiles, provided the
documents filed have identical formats to the forms
prescribed in the Commission's regulations and meet existing
Securities Exchange Act rules as to such matters as clarity
and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange
Act of 1934 and the rules and regulations thereunder, the
Commission is authorized to solicit the information required to
be supplied by this schedule by certain security holders of
certain issuers.
Disclosure of the information specified in this schedule is
mandatory, except for I.R.S. identification numbers, disclosure
of which is voluntary. The information will be used for the
primary purpose of determining and disclosing the holdings of
certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any
information given will be available for inspection by any member
of the public.
Because of the public nature of the information, the Commission
can use it for a variety of purposes, including referral to other
governmental authorities or securities self-regulatory
organizations for investigatory purposes or in connection with
litigation involving the Federal securities laws or other civil,
criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission
in identifying security holders and, therefore, in promptly
processing statements beneficial ownership of securities.
Failure to disclose the information requested in this schedule,
except for I.R.S. identification numbers, may result in civil or
criminal action against the persons involved for violation of the
Federal securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rules 13d-1(b) containing the
information required by this schedule shall be filed not
later than February 14 following the calendar year covered
by the statement or within the time specified in Rules 13d-
1(b)(2) and 13d2(c). Statements filed pursuant to Rule 13d-
1(c) shall be filed within the time specified in Rules 13d-
1(c), 13d-2(b) and 13d-2(d). Statements filed pursuant to
Rules 13d-1(d) shall be filed not later than February 14
following the calendar year covered by the statement
pursuant to Rules 13d-1(d) and 13d-2(b).
B. Information contained in a form which is required to be
filed by rules under section 13(f) (15 U.S.C. 78m(f)) for
the same calendar year as that covered by a statement on
this schedule may be incorporated by reference in response
to any of the items of this schedule. If such information
is incorporated by reference in this schedule, copies of the
relevant pages of such form shall be filed as an exhibit to
this schedule.
C. The item numbers and captions of the items shall be included
but the text of the items is to be omitted. The answers to
the items shall be so prepared as to indicate clearly the
coverage of the items without referring to the text of the
items. Answer every item. If an item is inapplicable or
the answer is in the negative, so state.
Item 1.
(a) Name of Issuer Paracelsian, Inc.
(b) Address of Issuer's Principal Executive Offices
95 Brown Road - 222 Langmuir laboratories
Cornel Business and Technology Park
Ithaca, NY 14850
Item 2.
(a) Name of person Filing
FLOW MASTER FUND L.P., Cayman Islands, L.P.
(b) Address of Principal Business Office or, if none,
Residence
c/o Admiral Administration, Anchorage Centre, 2nd
Floor/Grand Cayman - Cayman Island, B.W.I.
(c) Citizenship
CAYMAN ISLAND BWI
(d) Title of Class of Securities
Restricted private Placement Common Stock
(e) CUSIP Number 698898 10 3
Item If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or 3 (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(s)(6) of the Act (15
U.S.C. 78c)
(c) [ ] Insurance company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8)
(e) [ ] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F)
(g) [ ] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G)
(h) [ ] A savings associations as defined in Section3(b)
of the Federal Deposit Insurance Act (12 U.S.C.1813)
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3 (c)(14)
of the Investment Company Act of 1940 (15 U.S.C.80a-3)
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J)
NOT APPLICABLE
Item 4 - Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer
identified in item 1.
(a) Amount beneficially owned: 1,250,000
(b) Percent of class: 5.3%
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote 1,250,000
(ii) Shared power to vote or to direct the vote -0-
(iii)Sole power to dispose or to direct the disposition of 1,250,000
(iv) Share power to dispose or to direct the disposition of -0-
Instruction. For computations regarding securities which
represent a right to acquire an underlying security see
240.13d3(d)(1).
Item 5 - Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
Beneficial owner of more than five percent of the class of
securities, check the following [ ]
NOT APPLICABLE
Instruction: Dissolution of a group requires a response to this
item.
Item 6 - Ownership of More than five percent on behalf of Another
person
NOT APPLICABLE
If any person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates
to more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or
the beneficiaries of employee benefit plan, pension or endowment
fund is not required.
Item 7 - Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent
Holding Company
NOT APPLICABLE
If apparent holding company has filed this schedule, pursuant to
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the item 3 classification of the
relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach and
exhibit stating the identification of the relevant subsidiary.
Item 8 - Identification and classification of Members of the
Group
NOT APPLICABLE
If a group has filed this schedule pursuant to 240.13d-
1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of
the group. If a group has filed this schedule pursuant to
240.13d-1(c) or 240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
<PAGE>
Item 9 - Notice of Dissolution of Group
NOT APPLICABLE
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be
filed, if required, by members of the group, in their individual
capacity. See Item 5.
Item 10 - Certification
(a) The following certification shall be included if the
statement is filed pursuant to 240.13d-1(b):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or
influencing the control of the issuer of the securities
and were not acquired and are not held in connection
with or as a participant in any transaction having that
purpose or effect.
(B) The following certification shall be included if the
statement if filed pursuant to 240.13d-1(c):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of
or with the effect of changing or influencing the
control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
SIGNATURE
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.
August 29, 2000
Date
FLOW MASTER FUND, L.P. (Cayman)
By:
Signature
Michael Lapat, VP
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed
with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
