SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Conversion Technologies, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
212546105
(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)
September 4, 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:
[_]
Check the following box if a fee is being paid with this Statement:
[_]
page 1 of 13 pages
<PAGE>
CUSIP No. [212546105] 13 D Page 2 of 13 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
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*
00 (see Item 3 below)
- --------------------------------------------------------------------------------
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 8) SHARED VOTING POWER
SHARES 1,100,000
BENEFICIALLY -------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH None
REPORTING -------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,100,000
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,100,000
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.5%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. [212546105] 13 D Page 3 of 13 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 below)
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
5) SOLE VOTING POWER
None
NUMBER -------------------------------------------------
OF 6) SHARED VOTING POWER
SHARES 432,000
BENEFICIALLY -------------------------------------------------
OWNED BY 7) SOLE DISPOSITIVE POWER
EACH None
REPORTING -------------------------------------------------
PERSON 8) SHARED DISPOSITIVE POWER
WITH 432,000
- --------------------------------------------------------------------------------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
432,000
- --------------------------------------------------------------------------------
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2%
- --------------------------------------------------------------------------------
12) TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. [212546105] 13 D Page 4 of 13 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
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*
00 (see Item 3 below)
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
5) SOLE VOTING POWER
None
NUMBER -------------------------------------------------
OF 6) SHARED VOTING POWER
SHARES 668,000
BENEFICIALLY -------------------------------------------------
OWNED BY 7) SOLE DISPOSITIVE POWER
EACH None
REPORTING -------------------------------------------------
PERSON 8) SHARED DISPOSITIVE POWER
WITH 668,000
- --------------------------------------------------------------------------------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
668,000
- --------------------------------------------------------------------------------
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.7%
- --------------------------------------------------------------------------------
12) TYPE OF REPORTING PERSON
00 (see Item 2)
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. [212546105] 13 D Page 5 of 13 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 below)
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
5) SOLE VOTING POWER
None
NUMBER -------------------------------------------------
OF 6) SHARED VOTING POWER
SHARES 1,100,000
BENEFICIALLY -------------------------------------------------
OWNED BY 7) SOLE DISPOSITIVE POWER
EACH None
REPORTING -------------------------------------------------
PERSON 8) SHARED DISPOSITIVE POWER
WITH 1,100,000
- --------------------------------------------------------------------------------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,100,000
- --------------------------------------------------------------------------------
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.5%
- --------------------------------------------------------------------------------
12) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer.
(a) Common Stock, $.001 par value ("Shares")
Conversion Technologies, Inc.
3452 Lake Lynda Drive
Suite 280
Orlando, Florida 32817
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.
On December 7, 1995, Aries Domestic used its general funds to
extend a bridge loan (a "Bridge Loan") to the Issuer in the
amount of $125,000 for which it received 62,500 Class A
Warrants (the "Class A Warrants"). Each Class A Warrant
entitles the holder to acquire (a) one (1) share of common
stock of the Company par value $.001 (the "Common Stock") and
(b) one (1) Class B Warrant (the "Class B Warrants") to
acquire one (1) share of Common Stock, and the Aries Trust
used its general funds to extend a Bridge Loan to the Issuer
in the amount of $75,000 for which it received 37,500 Class A
Warrants. On July 21, 1997, Aries Domestic used its general
funds to extend a line of credit (a "Line of Credit") to the
Issuer in the amount of $154,000 for which Aries Domestic
received warrants to purchase 35,000 shares of Common Stock of
the Issuer and the Aries Trust used its general funds to
extend a Line of Credit to the Issuer in the amount of
$346,000 for which the Aries Trust received warrants to
purchase 65,000 shares of Common Stock of the Issuer. In
addition, on August 29, 1997, in a private placement (the
"Private Placement") of the Issuer's securities, Aries
Domestic used its general funds to purchase 3.4 units the
"Units"for an aggregate purchase price of $340,000, with each
Unit consisting of 10,000 shares of Preferred Stock (the
"Preferred Stock"). The 3.4 Units held by Aries Domestic are
convertible into 272,000 shares of Common Stock of the Issuer.
The Aries Trust used its general funds to purchase 6.6 Units
in the Private Placement for an aggregate purchase price of
$660,000, which 6.6 Units are convertible into 582,000 shares
of Common Stock of the Issuer.
Item 4. Purpose of Transaction.
The Reporting Parties acquired securities 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 September 4, 1997, Dr. Rosenwald and Paramount
Capital, through acquisition of the shares by the Aries
Trust and Aries Domestic, beneficially owned 1,100,000
shares or 16.5% of the Issuer's securities and Aries
Domestic and the Aries Trust beneficially owned as
follows:
Amount Owned
Aries Domestic 432,000 Shares
Aries Trust 668,000 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) No open market transactions were made by Aries Domestic
and the Aries Trust in 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
page 7 of 13 pages
<PAGE>
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. Mr. Scott Katzmann,
a Senior Managing Director of the Placement Agent (as defined
below)serves as a member of the Board of Directors of the
Issuer and receives compensation for such services. Paramount
Capital, Inc., (the "Placement Agent") an NASD member broker
dealer and an affiliate of Aries Domestic and the Aries Trust
has acted as Placement Agent for the Issuer and will receive
certain fees for such services.
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: September 4, 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: September 4, 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: September 4, 1997
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: September 4, 1997
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 agrees 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 Conversion
Technologies, 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 4, 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: September 4, 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: September 4, 1997
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: September 4, 1997
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:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
---- -------------
Lindsay A. Rosenwald, M.D. Chairman of the Board, President
Paramount Capital Asset Management, Inc., of
Paramount Capital Investments,
LLC and Paramount Capital, Inc.
Peter Morgan Kash Director of Paramount Capital
Management, Inc., Senior Managing Director, Asset
Paramount Capital, Inc.
Dr. Yuichi Iwaki Director of Paramount Capital
Management, Inc., Professor, University of Asset
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 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
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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 13 of 13 pages
