-----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, DbbfH+NCyoZ/G8TgL6g9fUxZMcktHHOTj00tk/jo70NkYKEtJLsmA1ggD0u8g/PS yq3ChUmdNgagwkL6M6gXdw== 0001007000-97-000013.txt : 19970222 0001007000-97-000013.hdr.sgml : 19970222 ACCESSION NUMBER: 0001007000-97-000013 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970219 SROS: NONE GROUP MEMBERS: ARIES DOMESTIC FUND, L.P. GROUP MEMBERS: ARIES FINANCIAL SERVICES INC GROUP MEMBERS: LINDSAY A. ROSENWALD, M.D. GROUP MEMBERS: PARAMOUNT CAPITAL ASSET MANAGEMENT, INC. GROUP MEMBERS: THE ARIES TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOJECT MEDICAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000810084 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 931099680 STATE OF INCORPORATION: OR FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40150 FILM NUMBER: 97537873 BUSINESS ADDRESS: STREET 1: 7620 S W BRIDGEPORT RD CITY: PORTLAND STATE: OR ZIP: 97224 BUSINESS PHONE: 5036397221 FORMER COMPANY: FORMER CONFORMED NAME: BIOJECT MEDICAL SYSTEMS LTD DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARIES FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001007000 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: SUITE 1501 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2128324379 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Bioject Medical Technologies Inc. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 09059T107 (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) December 11, 1996 (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: (X) Check the following box if a fee is being paid with this Statement: (X) CUSIP NO. 09059T107 13D 1 NAMES OF REPORTING PERSONS 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)(X) (b)(X) 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (see Item 3 below) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) (X) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER None NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,857,142 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING None PERSON WITH 10 SHARED DISPOSITIVE POWER 2,857,142 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,857,142 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* (X) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.2% 14 TYPE OF REPORTING PERSON* CO CUSIP NO. [09059T107] 13D 1 NAMES OF REPORTING PERSONS 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)(X) (b)(X) 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (see Item 3 below) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) (X) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER None NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 857,142 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING None PERSON WITH 10 SHARED DISPOSITIVE POWER 857,142 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 857,142 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* (X) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% 14 TYPE OF REPORTING PERSON* PN CUSIP NO. [09059T107] 13D 1 NAMES OF REPORTING PERSONS 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)(X) (b)(X) 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (see Item 3 below) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) (X) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands 7 SOLE VOTING POWER None NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,000,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING None PERSON WITH 10 SHARED DISPOSITIVE POWER 2,000,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* (X) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.6% 14 TYPE OF REPORTING PERSON* OO (see Item 2) CUSIP NO. 09059T3107 13D 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)(X) (b)(X) 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (see Item 3 below) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) (X) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER None NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,857,142 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING None PERSON WITH 10 SHARED DISPOSITIVE POWER 2,857,152 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,857,152 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* (X) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.2% 14 TYPE OF REPORTING PERSON* IN Item 1. Security and Issuer. (a) Common Stock, $.001 par value ("Shares") Bioject Medical Technologies Inc. 7620 SW Bridgeport Road Portland, Oregon 97224 503-639-7221 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 Dr. Lindsay A. Rosenwald (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) The business address of Paramount Capital, Aries Domestic and Dr. Rosenwald's is 787 Seventh Avenue, 44th 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,(1) a Subchapter S corporation incorporated in the State of Delaware. Paramount Capital is the General Partner of Aries Domestic,(2) a limited partnership incorporated in Delaware. Paramount Capital is the Investment Manager to Aries Trust,(3) a Cayman Islands Trust. (d) Dr. Rosenwald, Paramount Capital, Aries Domestic and Aries Trust and their respective 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. _______________________ 1 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. 2 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. 3 Please see attached Exhibit D indicating the investment manager of the Aries Trust and the investment manager's executive officers and directors 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. Item 3. Source and Amount of Funds or Other Consideration. On December 11, 1996, Aries Domestic used its general funds to effect its initial purchase of 428,571 units in a private transaction at $0.69 per unit consisting of (a) 428,571 shares of Common Stock of the Issuer and (b) 428,571 Series D Common Stock Warrants directly from the Issuer with an exercise price of $1.00 for an approximate aggregate purchase price of $295,713, and the Aries Trust used its general funds to effect its initial purchase of 1,000,000 units at $0.69 per unit consisting of (a) 1,000,000 Shares of Common Stock of the Issuer and (b) 1,000,000 Series D Common Stock Warrants with an exercise price of $1.00 directly from the Issuer in a private transaction for an approximate aggregate purchase price of $690,000. Item 4. Purpose of Transaction. The Reporting Parties acquired shares of Common Stock 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 have preliminarily discussed the possibility of appointing an individual who may have observer rights in connection with Board of Director meetings. 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 December 11, 1996, Dr. Rosenwald and Paramount Capital, through acquisition of the shares by the Aries Trust and Aries Domestic, beneficially owned 2,875,142 shares or 15.6% of the Issuer's securities and Aries Domestic and the Aries Trust beneficially owned as follows: Amount Owned Aries Domestic 857,142 Shares Aries Trust 2,000,000 Shares (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) As set forth in Item 3, the Aries Domestic and the Aries Trust on December 11, 1996 purchased 2,857,142 units consisting of 1,428,571 shares of Common Stock and 1,428,571 Series D Common Stock Warrants directly from the Issuer at a price per unit of approximately $0.69 in a private transaction. Other than as set forth herein the Reporting Parties have not engaged in any transactions in the Common Stock of the Issuer. (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 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. 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: December 18, 1996 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: December 18, 1996 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: December 18, 1996 New York, NY By /s/ Lindsay A. Rosenwald, M.D. Lindsay A. Rosenwald, M.D. President Dated: December 18, 1996 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 agrees 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: December 18, 1996 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: December 18, 1996 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: December 18, 1996 New York, NY By /s/ Lindsay A. Rosenwald, M.D. Lindsay A. Rosenwald, M.D. President Dated: December 18, 1996 New York, NY By /s/ Lindsay Rosenwald, M.D. Lindsay A. Rosenwald, M.D. 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, 44th 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., Inc., Senior Managing Director, Paramount Capital, Inc. Dr. Yuichi Iwaki Director of Paramount Capital Asset Management, Inc., 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. EXHIBIT C The name and principal occupation or employment of the General Partner of Aries Domestic, which is located at 787 Seventh Avenue, 44th Floor, New York, New York, 10019, 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. EXHIBIT D The name and principal occupation or employment, which in the case of Paramount Capital Asset Management, Inc. is located at 787 Seventh Avenue, 44th 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 P.O. Box 2003 British American Centre Phase 3, Dr. Roy's Drive George Town, Grand Cayman 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. -----END PRIVACY-ENHANCED MESSAGE-----