-----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, P3OqzV9HkUoohF+cjPe7Tf378pPUbQhwcsqVarksEVkcLJtU3iz9TUMVxn0kyZN6 rVhKyXEYevGznF1ouaPbKQ== 0000922423-99-000268.txt : 19990217 0000922423-99-000268.hdr.sgml : 19990217 ACCESSION NUMBER: 0000922423-99-000268 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TITAN CORP CENTRAL INDEX KEY: 0000032258 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 952588754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-12069 FILM NUMBER: 99541968 BUSINESS ADDRESS: STREET 1: 3033 SCIENCE PARK RD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195529500 MAIL ADDRESS: STREET 1: 3033 SCIENCE PARK RD CITY: SAN DIEGO STATE: CA ZIP: 92121-1199 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC MEMORIES & MAGNETICS CORP DATE OF NAME CHANGE: 19850610 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROSENWALD LINDSAY A MD CENTRAL INDEX KEY: 0000941841 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 375 PARK AVE STREET 2: SUITE 1501 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2128324366 MAIL ADDRESS: STREET 1: 375 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10152 FORMER COMPANY: FORMER CONFORMED NAME: ROSENWALD LINDSAY MD DATE OF NAME CHANGE: 19950316 SC 13G/A 1 SCHEDULE 13G AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------------- SCHEDULE 13G Amendment No. 1 Under the Securities Exchange Act of 1934 ----------------------------------------- TITAN PHARMACEUTICALS, INC. ----------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share ------------------------------------------ (Title of Class of Securities) 888314101 ------------- (CUSIP Number) (Date of Event Which Required 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) *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 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 to Schedule 13G). 1 - --------------------- ---------------------- CUSIP No. 888314101 13G/A Page 2 of 5 Pages - --------------------- ---------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS 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 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES 657,539 /1/ --------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 245,000 /2/ --------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING 657,539 /1/ --------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER WITH 245,000 /2/ - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 902,539 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- - ------------------------- /1/ Includes 45,043 shares of Common Stock of the Issuer held by June Street Company, of which Dr. Rosenwald is the President and 45,043 shares of Common Stock of the Issuer held by Huntington Street Company, of which Dr. Rosenwald is the President. 2 Item 1. (a) Name of Issuer: Titan Pharmaceuticals, Inc. (b) Address of Issuer's Principal Executive Offices: 400 Oyster Point Blvd., Suite 505 South San Francisco, CA 94080 650-244-4990 Item 2. (a) Name of Person Filing: Lindsay A. Rosenwald, M.D. Dr. Rosenwald is an investment banker, venture capitalist, fund manager and sole shareholder of Paramount Capital Asset Management, Inc. ("Paramount"), a Subchapter S corporation incorporated in Delaware. Paramount is the General Partner of Aries Domestic, a limited partnership incorporated in Delaware, and is the Investment Manager to the Aries Master Fund, a Cayman Islands exempted company. (b) Address of Principal Business Office or, if None, Residence: Dr. Rosenwald's business address is 787 Seventh Avenue, 48th Floor, New York, New York, 10019. (c) Citizenship: Dr. Rosenwald is a citizen of the United States. (d) Title of Class of Securities: Common Stock, $0.001 par value ("shares"). (e) CUSIP#: 888314101 Item 3. Check the box if this statement is filed pursuant to Rule 13d-1(c) [X] 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. - -------------------------- /2/ Includes 101,800 shares of Common Stock of the Issuer and warrants to purchase 62,500 shares of Common Stock of the Issuer held by The Aries Master Fund, a Cayman Island exempted company (the "Master Fund") and 18,200 shares of Common Stock of the Issuer and warrants to purchase 62,500 shares of Common Stock of the Issuer held by Aries Domestic Fund, L.P., a Delaware limited partnership (the "Partnership"). Dr. Rosenwald is the Chairman and sole shareholder of Paramount Capital Asset Management, Inc. ("Paramount"), which serves as the investment manager to the Master Fund and general partner of the Partnership. Dr. Rosenwald and Paramount disclaim beneficial ownership of the shares held by the Master Fund and the Partnership, respectively. Furthermore this figure does not include an aggregate of 135,129 shares of Common Stock of the Issuer owned by Dr. Rosenwald's wife and trusts for the benefit of his minor children, for which Dr. Rosenwald disclaims beneficial ownership. 3 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 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. Material to be Filed as Exhibits: --------------------------------- Not applicable. 4 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 16, 1999 New York, NY By /s/ Lindsay A. Rosenwald, M.D. ------------------------------ Lindsay A. Rosenwald, M.D. 5 -----END PRIVACY-ENHANCED MESSAGE-----