SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Procept Incorporated
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
742 683 10 5
(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. Monica C. Lord, Esq.
Paramount Capital Asset Kramer, Levin,
Management, Inc. Naftalis & Frankel
787 Seventh Avenue 919 Third Avenue
New York, NY 10019 New York, NY 10022
(212) 554-4372 (212) 715-9100
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 30, 1997
(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: [_]
Page 1 of 14 Pages
<PAGE>
- ------------------------------- ----------------------------
CUSIP No. 742 683 10 5 13D 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
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS*
00 (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
NUMBER OF None
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 16,744,828*
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
16,744,828*
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,744,828*
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.0%*
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
* Consists of (i) 5,973,334 shares of Common Stock, which are presently votable,
and (ii) 10,771,494 shares of Common Stock issuable upon exercise of warrants
and conversion of notes, which, accordingly, are not presently votable.
<PAGE>
- ------------------------------- ----------------------------
CUSIP No. 742 683 10 5 13D 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*
00 (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
NUMBER OF None
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 5,860,690*
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
5,860,690*
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,860,690*
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%*
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
* Consists of (i) 2,090,667 shares of Common Stock, which are presently votable,
and (ii) 3,770,023 shares of Common Stock issuable upon exercise of warrants and
conversion of notes, which, accordingly, are not presently votable.
<PAGE>
- ------------------------------- ----------------------------
CUSIP No. 742 683 10 5 13D Page 4 of 14 Pages
- ------------------------------- ----------------------------
1) NAME OF REPORTING PERSON
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*
00 (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
NUMBER OF None
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 10,844,138*
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
10,844,138*
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,844,138*
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.7%*
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
00 (see Item 3)
- --------------------------------------------------------------------------------
* Consists of (i) 3,882,667 shares of Common Stock, which are presently votable,
and (ii) 7,001,471 shares of Common Stock issuable upon exercise of warrants and
conversion of notes, which, accordingly, are not presently votable.
<PAGE>
- ------------------------------- ----------------------------
CUSIP No. 742 683 10 5 13D 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*
00 (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
NUMBER OF None
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 16,744,828*
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
16,744,828*
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,744,828*
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.0%*
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
* Consists of (i) 5,973,334 shares of Common Stock, which are presently votable,
and (ii) 10,771,494 shares of Common Stock issuable upon exercise of warrants
and conversion of notes, which, accordingly, are not presently votable.
<PAGE>
Item 1. Security and Issuer.
(a) This Statement on Schedule 13D (the "Statement") relates to the Common
Stock, $.01 par value (the "Common Stock") of Procept Incorporated, a
Delaware corporation (the "Issuer"). The principal executive offices
of the Issuer are located at 840 Memorial Drive, Cambridge,
Massachusetts 02139.
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 Persons"). See attached Exhibit A
which is a copy of their agreement in writing to file this statement
jointly on behalf of each of them.
(b) The business address of Paramount Capital, Aries Domestic and Dr.
Rosenwald is 787 Seventh Avenue, 44th Floor, 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, fund
manager and sole shareholder of Paramount Capital,/1/ a Subchapter S
corporation incorporated in the State of 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, and 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, and 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.
- ---------------
/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 14 Pages
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Securities Purchase Agreement between the Issuer,
Aries Domestic and Aries Trust, dated as of June 30, 1997 (the
"Purchase Agreement"), Aries Domestic used $1,050,000 of its general
funds to purchase 2,090,667 shares of Common Stock of the Issuer,
$70,000 principal amount of 12% Senior Convertible Notes of the
Issuer (the "A Notes"), Class A Warrants for the purchase of 959,944
shares of Common Stock of the Issuer at an exercise price equal to
$0.5859 per share and Class B Warrants for the purchase of 2,660,746
shares of Common Stock of the Issuer at an exercise price equal to
$0.59 per share, and the Aries Trust used $1,950,000 of its general
funds to purchase 3,882,667 shares of Common Stock of the Issuer
(which 3,882,667 shares, together with Aries Domestic's 2,090,667
shares of Common Stock are collectively the "Purchased Common"),
$130,000 principal amount A Notes, Class A Warrants for the purchase
of 1,782,752 shares of Common Stock of the Issuer at an exercise
price equal to $0.01 per share and Class B Warrants for the purchase
of 4,941,386 shares of Common Stock of the Issuer at an exercise
price equal to $0.5859 per share. Pursuant to Article 9 of the
Purchase Agreement, Aries Trust and Aries Domestic are entitled to
receive additional shares of Common Stock of the Issuer upon the
occurrence of certain events (see Item 6). The A Notes are
convertible upon the holder's election into either (i) a number of
shares of Common Stock of the Issuer at an initial conversion price
of $.46875 per share, subject to adjustment upon the occurrence of
certain events, or (ii) a number of shares of Series A Convertible
Preferred Stock at a conversion price equal to one hundred dollars
($100.00) per share subject to adjustment upon the occurrence of
certain events. Section 3 of the A Notes provides that if an A Note
is not paid in full at maturity and upon the occurrence of an Event
of Default referred to in Section 7 of the A Notes, in addition to
other available remedies, up to 10% of the original principal amount
of such Note is convertible into a number of shares of Common Stock
which, when added to the Common Stock then held, or issuable upon
conversion of the Series A Preferred Stock then held, by the holders
of A Notes, in the aggregate, equals 51% of the outstanding Common
Stock of the Issuer at a conversion price of $.01 per share. Upon
the amendment of the Issuer's Certificate of Incorporation, Aries
Trust and Aries Domestic may put their Common Stock to the Issuer
for 28,000 shares of Series A Convertible Preferred Stock. Each of
the Reporting Persons disclaims beneficial ownership of all the
Common Stock other than the respective Purchased Common, if any,
actually held by such Reporting Person. The descriptions of the
transactions and instruments described herein are qualified in their
entireties by reference to the actual agreements and instruments,
copies of which will be attached hereto as Exhibits E through L (to
be provided by amendment).
Item 4. Purpose of Transaction.
The Reporting Persons acquired securities of the Issuer as an
investment in the Issuer. Except as indicated in this Schedule 13D,
the Reporting Persons 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. Pursuant to Section 7.19 of
the Purchase Agreement, the Reporting Persons have the right to
appoint a majority of the members of the Board of Directors of the
Issuer; provided, however, that, to the extent the exercise of such
right would violate Rule 4460(i) of the National Association of
Securities Dealers' Marketplace Rules, the Reporting Persons shall not
exercise such right until the earliest of (i) the date of approval by
the stockholders of the Issuer of the transactions (the
"Transactions") contemplated by the Purchase Agreement and the Letter
of Intent between the Issuer, Paramount Capital, Inc., Aries Trust and
Aries Domestic (the "Letter of Intent"), (ii) the date that Rule
4460(i) no longer applies to the Transactions and (iii) September 30,
1997 (the earliest such date, the "Approval Date"), nonetheless, the
Reporting Persons currently have the right to appoint at least three
directors or observers. In connection with the Transactions, Mr.
Michael S. Weiss joined the Issuer's Board of Directors pursuant to
the Purchase Agreement and the Letter of Intent and has been elected
by the Board of Directors of the Issuer to serve as the Chairman of
the Issuer's Board of Directors. The A Notes provide that the Issuer
shall not declare or pay any dividend nor make any other distribution
or redemption with respect to any shares of its capital stock without
the prior written consents of Aries trust and Aries Domestic,
provided, however, that the Issuer may repurchase shares of its Common
Stock from officers,
Page 7 of 14 Pages
<PAGE>
Directors or employees of the Issuer upon any such person's
termination or resignation. Furthermore, pursuant to Sections 9.16
and 9.17 of the Purchase Agreement, upon the Approval Date, Aries
Trust and Aries Domestic shall receive additional Common Stock of
the Issuer, in the aggregate, in an amount which, when added to the
Common Stock already receive pursuant to the Purchase Agreement,
will equal the quotient of (a) $2,800,000 divided by (b) the lesser
of $0.29 and 50% of various market based prices (such lesser price,
the "Approval Price"). Additionally, upon the Approval Date, the
conversion price of the A Notes and the exercise prices of the class
A Warrants and the Class B Warrants shall be adjusted to equal the
Approval Price. Pursuant to Section 7.31 of the Purchase Agreement,
the Issuer has covenanted to keep available sufficient authorized
but unissued shares of Common Stock to fulfill its obligations under
the Purchase Agreement, and it appears the Issuer will need to take
such actions as are necessary in order to comply with this covenant.
The Reporting Persons 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 Persons 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.
Item 5. Interest in Securities of the Issuer.
(a) As of June 30, 1997, Dr. Rosenwald and Paramount Capital, through
acquisition of the shares by Aries Trust and Aries Domestic, may be
deemed beneficially to own 16,744,828 shares or 55.0% of the Issuer's
Common Stock, and Aries Domestic and Aries Trust may be deemed to
beneficially own the following number of shares of Common Stock:
Aries Domestic 5,860,690
Aries Trust 10,884,138
Each Reporting Person disclaims beneficial ownership of all the Common
Stock other than the respective Purchased Common, if any, actually
held by such Reporting Person. Of the shares of Common Stock of the
Issuer that the Reporting Persons may be deemed beneficially to own,
only the 5, 973, 334 shares of Purchased Common may be currently
voted, which shares represent 30.3% of the outstanding vote of the
stockholders of the Issuer (10.6% for Aries Domestic and 19.7% for
Aries Truse).
(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 beneficially owned by each of Aries Domestic and Aries Trust.
(c) Other than the purchase of the Common Stock, the A Notes, the Class A
Warrants and the Class B Warrants pursuant to the Purchase Agreement,
the Reporting Persons have not engaged in any transactions in the
Common Stock of the Issuer in the past 60 days. See Item 3.
(d) & (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer
Pursuant to Article 9 of the Purchase Agreement, Aries Trust and Aries
Domestic are entitled to receive additional Common Stock of the
Issuer: on June 30, 1998 (the "Reset Date"), if the Market Price (as
defined in the Purchase Agreement) at such time is less than 140% of
the Dilution Value (as defined in the Purchase Agreement) ("Reset
Event," resulting in a "Reset Issuance"); on each anniversary of the
Reset Date (resulting in "Annual Issuances"); and upon issuances,
modifications or sales of Common Stock or securities convertible into
Common Stock of the Issuer ("Dilution Events," resulting in "Dilution
Issuances"), with some exceptions. Upon the occurrence of a Reset
Event, the Dilution Value is adjusted to the greater of (i) the
quotient of the Market Price as of the Reset Date divided by 1.40 and
(ii) 25% of the Dilution Value at such time. Upon the occurrence of a
Dilution Event, the Dilution Value is adjusted to account for the
dilution to Common Stock holders caused by the issuance of Common
Stock at a discount from the greater of the Dilution Value or the
Market Price at such time. The number of shares that would be issuable
to Aries Trust and Aries Domestic in any Reset Issuance or Dilution
Issuance is such number that the Dilution Value multiplied by the
total number of shares of Common Stock purchased and received under
the Purchase Agreement (such number of shares, the "Issuance Base
Amount") is the same both before and after such Reset Issuance or
Dilution Issuance. Each Annual Issuance shall consist of a number of
shares of Common Stock of the Issuer equal to 10% of the Issuance Base
Amount at such time. Aries Trust and Aries Domestic may assign their
respective rights to receive these issuances of Common Stock of the
Issuer under certain conditions. 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.
Additionally, on June 29, 1997, the Issuer entered into a Letter of
Intent with Paramount Capital, Inc. pursuant to which it is
contemplated that Paramount Capital, Inc. will act as financial
advisor and placement agent for the Issuer in future capital raising
and other strategic transactions. Dr. Rosenwald is the sole
shareholder and Mr. Weiss is a Senior Managing Director of Paramount
Capital, Inc. Except as indicated in this 13D and exhibits, there is
no contract, arrangement, understanding or
Page 8 of 14 Pages
<PAGE>
relationship between the Reporting Persons and any other person, with
respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits:
Exhibit A: Agreement of Joint Filing of Schedule 13D dated as of July 9, 1997.
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.
Exhibit E: Securities Purchase Agreement dated as of June 30, 1997. [To be
provided by amendment.]
Exhibit F: Senior Convertible Note for $70,000 issued to Aries Domestic dated
June 30, 1997. [To be provided by amendment.]
Exhibit G: Senior Convertible Note for $130,000 issued to Aries Trust dated
June 30, 1997. [To be provided by amendment.]
Exhibit H: Class A Warrant for the Purchase of 959,944 shares of Common Stock
issued to Aries Domestic dated June 30, 1997. [To be provided by
amendment.]
Exhibit I: Class A Warrant for the Purchase of 1,782,752 shares of Common Stock
issued to Aries Trust dated June 30, 1997. [To be provided by
amendment.]
Exhibit J: Class B Warrant for the Purchase of 2,660,746 shares of Common Stock
issued to Aries Domestic dated June, 1997. [To be provided by
amendment.]
Exhibit K: Class B Warrant for the Purchase of 4,941,386 shares of Common Stock
issued to Aries Trust dated June 30, 1997. [To be provided by
amendment.]
Exhibit L: Letter of Intent dated June 29, 1997. [To be provided by amendment.]
Page 9 of 14 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: July 10, 1997
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: July 10, 1997
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: July 10, 1997
New York, NY By: /s/Lindsay A. Rosenwald, M.D.
-----------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: July 10, 1997
New York, NY By: /s/Lindsay A. Rosenwald, M.D.
-----------------------------
Lindsay A. Rosenwald, M.D.
Page 10 of 14 Pages
<PAGE>
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree jointly to prepare and file with
regulatory authorities a Schedule 13D and any future amendments thereto
reporting each of the undersigned's ownership of securities of Procept
Incorporated and hereby affirm that such Schedule 13D is being filed on behalf
of each of the undersigned.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: July 9, 1997
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: July 9, 1997
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: July 9, 1997
New York, NY By: /s/Lindsay A. Rosenwald, M.D.
-----------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: July 9, 1997
New York, NY By: /s/Lindsay A. Rosenwald, M.D.
-----------------------------
Lindsay A. Rosenwald, M.D.
Page 11 of 14 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, 44th 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, 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., Inc., Senior Managing
Director, Paramount Capital, Inc.
Dr. Yuichi Iwaki Director of Paramount Capital Asset
Management, Inc., Inc., Professor, Univer-
sity of Southern California School of Med-
icine
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 12 of 14 Pages
<PAGE>
EXHIBIT C
The name and principal occupation or employment of the General Partner
of Aries Domestic, which is located at 787 Seventh Avenue, 44th Floor, New York,
New York, 10019, 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) and was not 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 14 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, 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.
Page 14 of 14 Pages
