SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Ribogene, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
762565109
(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)
June 2, 1998/1/
(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:
[_]
- ----------
/1/ On June 2, 1998 the Issuer closed an Initial Public Offering.
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CUSIP No. [762565109]
- --------------------------------------------------------------------------------
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 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 755,570
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
755,570
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,570
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
2
<PAGE>
CUSIP No. [762565109]
- --------------------------------------------------------------------------------
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 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 268,227
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
268,227
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
268,227
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
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CUSIP No. [762565109]
- --------------------------------------------------------------------------------
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 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
Cayman Islands
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF None
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 487,343
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
487,343
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
487,343
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
OO (see Item 2)
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CUSIP No. [762565109]
- --------------------------------------------------------------------------------
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 ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 480,378
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 755,570
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
480,378
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
755,570
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,235,948
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.5%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
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Item 1. Security and Issuer.
(a) Common Stock, $.001 par value ("Shares")
Ribogene, Inc. (the "Issuer")
26118 Research Road
Hayward, CA 94545
(510) 732-5551
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 Lindsay A.
Rosenwald, M.D. ("Dr. Rosenwald" and 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) Paramount Capital's, Aries Domestic's and Dr. Rosenwald's business
address is 787 Seventh Avenue, 48th 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,/2/ a Subchapter S
corporation incorporated in Delaware. Paramount Capital is the General
Partner of Aries Domestic,/3/ a limited partnership incorporated in
Delaware. Paramount Capital is the Investment Manager to Aries
Trust,/4/ a Cayman Islands Trust.
(d) Dr. Rosenwald, Paramount Capital, Aries Domestic and Aries Trust and
their respec tive 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.
- --------
/2/ 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.
/3/ 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.
/4/ Please see attached Exhibit D indicating the investment manager of the
Aries Trust and the investment manager's executive officers and direc
tors 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.
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Item 3. Source and Amount of Funds or Other Consideration.
The Issuer completed a private placement (the "Private Placement") of
the Issuer's securities on June 23, 1997, in which Aries Domestic and
Aries Trust used $617,699 and $1,122,301 of their respective general
funds to purchase units of the Issuer consisting, respectively, of
315,555 and 573,334 shares of Series F Preferred Stock (the "Preferred
Stock") and 315,555 and 573,334 Class A Warrants convertible into
202,870 and 368,596 and exercisable for 22,530 and 40,936 shares of
Common Stock of the Issuer, respectively. In connection with the
initial public offering of the Issuer's securities completed on June
2, 1998, the Preferred Stock was automatically converted into Common
Stock. In connection with the Private Placement, Paramount Capital,
Inc. (the "Placement Agent"), designated recipients of options to
purchase units exercisable for ten years at 110% of the offering price
per unit sold in the Private Placement (the "Placement Options"). The
Placement Agent designated The Aries Trust, Aries Domestic and Dr.
Rosenwald, Placement Options to purchase units exercisable for 73,718,
40,574 and 455,106 shares of Common Stock respectively and 4,093,
2,253 and 25,272 Warrants respectively).
Item 4. Purpose of Transaction.
The Reporting Parties acquired shares of Preferred Stock and Warrants
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 June 2, 1998, Paramount Capital, through acquisition of the
shares by the Aries Trust and Aries Domestic described in Item 3
above, beneficially owned 755,570 shares or 13.6% of the Issuer's
securities and Aries Domestic and the Aries Trust beneficially owned
as follows:
Amount Owned
Aries Domestic 268,227 Shares
Aries Trust 487,343 Shares
As of June 2, 1998, Dr. Rosenwald through his acquisition of shares
described in Item 3 above and the acquisition of shares by the Aries
Trust and Aries Domestic described in Item 3 above, beneficially owned
1,235,948 shares or 20.5% of the Issuer's securities.
(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 Dr. Rosenwald, Aries Domestic
or 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 since the last
filing.
(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
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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. 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 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.
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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: July 1, 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: July 1, 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: July 1, 1998
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
------------------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: July 1, 1998
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 agree 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 Repligen
Corporation, and hereby affirm that such Schedule 13D is being filed on behalf
of each of the undersigned.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: July 1, 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: July 1, 1998
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
------------------------------------------
Lindsay A. Rosenwald, M.D.
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President
THE ARIES TRUST
By: Paramount Capital Asset Management, Inc.
Investment Manager
Dated: July 1, 1998
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
------------------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: July 1, 1998
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
------------------------------------------
Lindsay A. Rosenwald, M.D.
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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, 48th 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., 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.
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EXHIBIT C
The name and principal occupation or employment, which is located at
787 Seventh Avenue, 48th Floor, 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.
12
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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, 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
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.
13
