SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No.1)
Under the Securities Exchange Act of 1934
Cytoclonal Pharmaceuticals, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
23282G105
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(CUSIP Number)
Lindsay A. Rosenwald, M.D.
c/o Paramount Capital
787 Seventh Avenue
New York, NY 10019
(212) 554-4300
with a copy to:
David R. Walner, Esq.
c/o Paramount Capital
787 Seventh Avenue
New York, NY 10019
(212) 554-4372
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 24, 1997
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(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 6 pages
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CUSIP No. [23282G105] 13 D Page 2 of 6
Pages
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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) SOURCE OF FUNDS*
PF (see Item 3 below)
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
[_]
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7) SOLE VOTING POWER
306,500
NUMBER -------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES 392,950
BENEFICIALLY -------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 306,500
REPORTING -------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH 392,950
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
392,950
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7% /1/
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14) TYPE OF REPORTING PERSON
IN
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/1/ Includes 86,450 shares of common stock of the Issuer held by the
Rosenwald Foundation of which Dr. Rosenwald is a director.
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Item 1. Security and Issuer.
(a) Common Stock, $.01 par value ("Shares")
Cytoclonal Pharmaceuticals, Inc.
9000 Harry Hines Blvd.
Dallas, Texas 95235
Item 2. Identity and Background.
Names of Persons Filing:
(a) This statement is filed on behalf of Lindsay A. Rosenwald, M.D. ("Dr.
Rosenwald").
(b) The business address of Dr. Rosenwald is 787 Seventh Avenue, 48th
Floor, New York, New York, 10019.
(c) Dr. Rosenwald is an investment banker, venture capitalist and fund
manager and is the sole shareholder of Paramount Capital Asset
Management, Inc., a Subchapter S corporation incorporated in Delaware
("Paramount Capital"). Paramount Capital is the General Partner of the
Aries Domestic Fund, L.P. a limited partnership incorporated in
Delaware ("Aries Domestic") and is the Investment Manager to The Aries
Fund, a Cayman Island Trust (the "Aries Trust"). The business address
of Paramount Capital and Aries Domestic is 787 Seventh Avenue, 48th
Floor, New York, New York 10019. The business address of the 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.
(d) Dr. Rosenwald has 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 has not been, during the five years prior to the date
hereof, party to a civil proceeding of a judicial or administrative
body of competent jurisdiction, as a result of which Dr. Rosenwald 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.
Item 3. Source and Amount of Funds or Other Consideration.
On December 30, 1996, Dr. Rosenwald transferred 153,500 shares of
common stock, par value $.01, of the Issuer (the "Common Stock") to
the Rosenwald Foundation, a non-profit corporation of which Dr.
Rosenwald is a director. Dr. Rosenwald may be deemed beneficially to
own the shares held by the Rosenwald Foundation.
3
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4
Since December 30, 1996, the Rosenwald Foundation has disposed of
67,050 shares of Common Stock for an approximate aggregate return of
$162,300 and Dr. Rosenwald has disposed of 170,000 shares of Common
Stock for an approximate aggregate gross return of $1,255,637.50, both
as set forth in Item 5 below.
Item 4. Purpose of Transaction.
The Reporting Parties acquired securities of the Issuer as an
investment in the Issuer.
In the past sixty (60) days, the Reporting Parties have sold certain
shares of Common Stock of the Issuer as reported in Item 5, and,
although the Reporting Parties have not formulated any definitive
plans to do so, they may from time to time acquire, dispose of, or
engage in other transactions with respect to the 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 October 6, 1997, Dr. Rosenwald, beneficially owned 392,950
shares or 4.7% of the Issuer's Common Stock.
(b) Dr. Rosenwald has the sole power to vote or to direct the vote, to
dispose or to direct the disposition of 326,500 shares. Dr. Rosenwald
may be deeemed to share the power to vote or to direct the vote, to
dispose or to direct the disposition of 86,450 shares owned by the
Rosenwald Foundation.
(c) The following sales were made by Dr. Rosenwald in the open market in
the past 60 days:
Date No. of Shares Sales Price
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9/24/97 10,000 7.587500
9/26/97 5,000 7.750000
9/26/97 5,000 8.062500
9/29/97 15,000 7.587500
9/30/97 10,000 7.250000
9/30/97 10,000 7.281300
10/1/97 20,000 7.133400
10/2/97 40,000 7.043000
10/3/97 35,000 7.258900
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5
10/6/97 10,000 8.062500
10/6/97 10,000 8.250000
The following sales were made by the Rosenwald Foundation in the open
market in the past 60 days:
Date No. of Shares Sales Price
---- ------------- -----------
7/24/97 1,900 1.999671
7/28/97 2,000 1.999781
7/29/97 2,500 1.999825
7/30/97 2,100 1.999792
7/31/97 2,250 1.999778
8/04/97 2,300 1.999755
8/05/97 2,500 1.999725
8/06/97 2,700 1.999676
8/07/97 3,000 2.999938
8/08/97 3,200 2.999824
8/11/97 3,500 3.999929
8/12/97 2,000 2.999625
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.
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) Not applicable.
(e) On October 3, 1997, Dr. Rosenwald ceased to be the beneficial owner of
more than five percent (5%) of the Issuer's Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer
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:
Not Applicable.
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6
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: October 6, 1997
New York, NY By /s/ Lindsay A. Rosenwald, M.D
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Lindsay A. Rosenwald, M.D.
