SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. __)(1)
Avigen, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
053690103
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(CUSIP Number)
February 14, 2000
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(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)
|_| Rule 13d-1 (d)
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(1) 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 disclosures provided in a prior cover page.
The information required on 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).
<PAGE>
CUSIP No. 053690103 SCHEDULE 13G Page 2 of 4 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lindsay A. Rosenwald, M.D.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
319,393(1)
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 677,531(2)
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 319,393(1)
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
677,531(2)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
996,924
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) Includes 44,803 shares of common stock held by June Street Corporation and
44,803 shares of common stock held by Huntington Street Corporation. Dr.
Rosenwald is the president of each of June Street Corporation and Huntington
Street Corporation.
(2) Includes (a) 5,129 shares of common stock of the Issuer issuable upon
conversion of 5,129 shares of Series C Preferred Stock, 513 shares of common
stock of the Issuer issuable upon conversion of 513 shares of Series C Preferred
Stock receivable upon exercise of warrants, warrants to purchase 4,211 shares of
common stock of the Issuer and 198,809 shares of Common Stock held by Aries
Domestic Fund, L.P. (the "Aries I"), (b) 31,750 shares of Common Stock of the
Issuer and warrants to purchase 117 shares of Common Stock of the Issuer held by
the Aries Domestic Fund II, L.P. ("Aries II") and (c) 5,129 shares of common
stock of the Issuer issuable upon conversion of 5,129 shares of Series C
Preferred Stock, 513 shares of common stock of the Issuer issuable upon
conversion of 513 shares of Series C Preferred Stock receivable upon exercise of
the warrants, warrants to purchase 5,512 shares of common stock of the Issuer
and 425,848 shares of Common Stock held by held by The Aries Master Fund, a
Cayman Island exempted company (the "Master Fund"). Paramount Capital Asset
Management, Inc. ("PCAM") is the general partner of each of Aries I and Aries II
and the investment manager of the Master Fund. Dr. Rosenwald is the chairman and
sole shareholder of PCAM.
<PAGE>
ITEM 1(a). NAME OF ISSUER:
Avigen, Inc. (the "Company")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1201 Harbor Way Parkway, #1000
Alameda, CA 94502
ITEM 2(a) NAME OF PERSON FILING:
Lindsay A. Rosenwald, M.D. ("Dr. Rosenwald")
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
787 Seventh Avenue, 48th Floor
New York, N.Y. 10019
ITEM 2(c). CITIZENSHIP:
Dr. Rosenwald is a citizen of the United States of America.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER: 053690103
ITEM 3. |_| CHECK THIS BOX IF THIS STATEMENT IS FILED PURSUANT TO RULE
13d-1(c)
ITEM 4. OWNERSHIP
For information concerning the ownership of Common Stock of the
Company by the Reporting Persons, see Items 5 through 9 and 11 of the
cover pages to this schedule 13G and footnotes thereto.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
3
<PAGE>
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
ITEM 10. CERTIFICATION
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 a
transaction having that purpose and effect.
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.
Dated: February 14, 2000
New York, New York
/s/ Lindsay A. Rosenwald
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Lindsay A. Rosenwald, M.D.
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