-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TWVQ3ZO14KvGivf657oz092hYYQeHtNvNFjwVpAA6yV1cH7pBfVPO1RD2UYKSRVk cDLrJeXFLnw4oOhBLTes3Q== 0000943663-03-000187.txt : 20030314 0000943663-03-000187.hdr.sgml : 20030314 20030314143116 ACCESSION NUMBER: 0000943663-03-000187 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030314 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IRONWOOD CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001127761 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 21 CUSTOM HOUSE STREET, SUITE 240 CITY: BOSTON STATE: MA ZIP: 02109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRAECIS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001033025 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043200305 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60009 FILM NUMBER: 03603917 BUSINESS ADDRESS: STREET 1: ONE HAMPSHIRE ST CITY: CAMBRIDGE STATE: MA ZIP: 02139-1572 BUSINESS PHONE: 6174948400 MAIL ADDRESS: STREET 1: ONE HAMPSHIRE ST CITY: CAMBRIDGE STATE: MA ZIP: 02139-1572 SC 13G 1 praecis.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. __)

Praecis Pharmaceuticals Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

739421105
(CUSIP Number)

December 31, 2002
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ X ]	Rule 13d-1(b)
[ ]	Rule 13d-1(c)
[ ]	Rule 13d-1(d)

The information required in 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).

CUSIP No. 739421105

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Ironwood Captial Management, LLC Tax ID 04-3386084

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)	X

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Massachusetts

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power 0

			6.	Shared Voting Power 2,855,100

			7.	Sole Dispositive Power 0

			8.	Shared Dispositive Power 3,724,000

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,724,000

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	11.	Percent of Class Represented by Amount in Row (9) 7.19%

	12.	Type of Reporting Person (See Instructions) OO, IA

CUSIP No. 739421105

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Warren J. Isabelle N/A

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)	X

	3.	SEC Use Only

	4.	Citizenship or Place of Organization American

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power 0

			6.	Shared Voting Power 2,855,100

			7.	Sole Dispositive Power 0

			8.	Shared Dispositive Power 3,724,000

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,724,000

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	11.	Percent of Class Represented by Amount in Row (9) 7.19%

	12.	Type of Reporting Person (See Instructions) HC

CUSIP No. 739421105

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Richard L. Droster N/A

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)	X

	3.	SEC Use Only

	4.	Citizenship or Place of Organization American

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power 0

			6.	Shared Voting Power 2,855,100

			7.	Sole Dispositive Power 0

			8.	Shared Dispositive Power 3,724,000

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,724,000

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	11.	Percent of Class Represented by Amount in Row (9) 7.19%

	12.	Type of Reporting Person (See Instructions) HC

CUSIP No. 739421105

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Donald Collins N/A

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)	X

	3.	SEC Use Only

	4.	Citizenship or Place of Organization American

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power 0

			6.	Shared Voting Power 2,855,100

			7.	Sole Dispositive Power 0

			8.	Shared Dispositive Power 3,724,000

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,724,000

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	11.	Percent of Class Represented by Amount in Row (9) 7.19%

	12.	Type of Reporting Person (See Instructions) HC

CUSIP No. 739421105


Item 1.
	(a)	Name of Issuer: Praecis Pharmaceuticals Inc.
	(b)	Address of Issuer's Principal Executive Offices: 1 Hampshire Street Cambridge, MA 02139

Item 2.
	(a)	Name of Persons Filing (i) Ironwood Capital Management, LLC ("ICM") (ii) Warren J. Isabelle ("Isabelle") (iii) Richard L. Droster ("Droster") (iv) Donald Collins ("Collins")
	(b)	Address of Principal Business Office or, if none, Residence ICM: 21 Custom House Street Boston, MA 02110 Isabelle: c/o ICM 21 Custom House Street Boston, MA 02110 Droster: c/o ICM 21 Custom House Street Boston, MA 02110 Collins: c/o ICM 21 Custom House Street Boston, MA 02110
	(c)	Citizenship or Place of Organization: (i) ICM: Massachusetts (ii) Isabelle: American (iii) Droster: American (iv) Collins: American
	(d)	Title of Class of Securities: Common Stock
	(e)	CUSIP Number: 739421105

Item 3.	If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a:
	(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	[ X ]	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	[ ]	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	[ ]	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	[ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	[ ]	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.	Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: (i) ICM: 3,724,000 (ii) Isabelle: 3,724,000 (iii) Droster: 3,724,000 (iv) Collins: 3,724,000
	(b)	Percent of class: (i) ICM: 7.19% (ii) Isabelle: 7.19% (iii) Droster: 7.19% (iv) Collins: 7.19%
	(c)	Number of shares as to which the person has:
		(1)	Sole power to vote or to direct the vote: (i) ICM: 0 (ii) Isabelle: 0 (iii) Droster: 0 (iv) Collins: 0
		(2)	Shared power to vote or to direct the vote: (i) ICM: 2,855,100 (ii) Isabelle: 2,855,100 (iii) Droster: 2,855,100 (iv) Collins: 2,855,100
		(3)	Sole power to dispose or to direct the disposition of: (i) ICM: 0 (ii) Isabelle: 0 (iii) Droster: 0 (iv) Collins: 0
		(4)	Shared power to dispose or to direct the disposition of: (i) ICM: 3,724,000 (ii) Isabelle: 3,724,000 (iii) Droster: 3,724,000 (iv) Collins: 3,724,000

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: 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 acquired and are held in the ordinary course of business and 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 any transaction having that purpose or effect.
		In accordance with Rule 13d-4 of the Securities Exchange Act of 1934, each of the persons filing this statement expressly disclaim the beneficial ownership of the securities covered by this statement and the filing of this report shall not be construed as an admission by such persons that they are the beneficial owners of such securities.

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.

IRONWOOD CAPITAL MANAGEMENT, LLC

Date:	March 11, 2003	By: _________*___________ Warren J. Isabelle, Manager
Date:	March 11, 2003	By: _________*___________ Warren J. Isabelle, Manager
Date:	March 11, 2003	By: _________*___________ Richard L. Droster, Executive Vice President
Date:	March 11, 2003	By: _________*___________ Donald Collins, Senior Portfolio Manager
By:	/s/ Gary S. Saks Gary S. Saks, Attorney-in-Fact	March 11, 2003

* Executed pursuant to powers of attorney dated May 10, 2001 and filed on July 10, 2001.

EXHIBIT 1

JOINT FILING AGREEMENT AMONG IRONWOOD CAPITAL MANAGEMENT, LLC
WARREN J. ISABELLE, RICHARD L. DROSTER AND DONALD COLLINS

WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934 (the "Act"), only one joint statement and any amendments thereto need to be filed whenever one or more persons are required to file such a statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such statement or amendments thereto is filed on behalf of each of them;

NOW, THEREFORE, the parties hereto agree as follows:

IRONWOOD CAPITAL MANAGEMENT, LLC, WARREN J. ISABELLE, RICHARD L. DROSTER AND DONALD COLLINS hereby agree, in accordance with Rule 13d-1(k) under the Act, to file a statement on Schedule 13G relating to their ownership of Common Stock of the Issuer and do hereby further agree that said statement shall be filed on behalf of each of them.

IRONWOOD CAPITAL MANAGEMENT, LLC

Date:	March 11, 2003	By: _________*___________ Warren J. Isabelle, Manager
Date:	March 11, 2003	By: _________*___________ Warren J. Isabelle
Date:	March 11, 2003	By: _________*___________ Richard L. Droster
Date:	March 11, 2003	By: _________*___________ Donald Collins
By:	/s/ Gary S. Saks Gary S. Saks, Attorney-in-Fact	March 11, 2003

* Executed pursuant to powers of attorney dated May 10, 2001 and filed on July 10, 2001.

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