-----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, OnLHL4J+nehqDS8RQT6TFiFWzNa5fdxlKphZQqLx08345OnUAy++PYYCD7GiQsQ7 IQlIux7EK0USy8TDjincjQ== 0000950138-05-000951.txt : 20050928 0000950138-05-000951.hdr.sgml : 20050928 20050928154711 ACCESSION NUMBER: 0000950138-05-000951 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050928 DATE AS OF CHANGE: 20050928 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEMORY PHARMACEUTICALS CORP CENTRAL INDEX KEY: 0001062216 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80464 FILM NUMBER: 051108128 BUSINESS ADDRESS: STREET 1: 100 PHILIPS PARKWAY CITY: MONTVALE STATE: NJ ZIP: 07645 BUSINESS PHONE: 2018027100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROTH MICHAEL CENTRAL INDEX KEY: 0001010207 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 4142411810 MAIL ADDRESS: STREET 1: 10556 N PORT WASHINGTON RD CITY: MEQUON STATE: WI ZIP: 53092 SC 13G 1 sept_13g-memoryt.txt ROTH-STARK FILINGS\2005\SEPT 13G-MEMORY SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), and (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. __)* Memory Pharmaceuticals Corp. ---------------------------- (Name of Issuer) Common Stock, par value $0.001 per share ---------------------------------------- (Title of Class of Securities) 58606R403 -------------- (CUSIP Number) September 23, 2005 ------------------------------------------------------- (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) *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 the 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). SCHEDULE 13G CUSIP NO. 58606R403 Page 2 of 6 - ----------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Michael A. Roth and Brian J. Stark, as joint filers pursuant to Rule 13d-1(k) - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ----------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES 0 -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 2,131,579 shares of Common Stock (See Item 4) -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 -------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER WITH 2,131,579 shares of Common Stock (See Item 4) - ----------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,131,579 shares of Common Stock (See Item 4) - ----------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.7% (see Item 4) - ----------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - ----------------------------------------------------------------------------- SCHEDULE 13G CUSIP NO. 58606R403 Page 3 of 6 Item 1(a). Name of Issuer: Memory Pharmaceuticals Corp. (the "Issuer") Item 1(b). Address of Issuer's Principal Executive Offices: 100 Philips Parkway Montvale, New Jersey 07645 Items 2(a), (b) and (c). Name of Persons Filing, Address of Principal Business Office and Citizenship: This Schedule 13G is being filed on behalf of Michael A. Roth and Brian J. Stark, as joint filers (collectively, the "Reporting Persons"). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended. The principal business office of the Reporting Persons is 3600 South Lake Drive, St. Francis, WI 53235. The Reporting Persons are citizens of the United States of America. Item 2(d). Title of Class of Securities: Common Stock, par value $0.001 per share (the "Common Stock") Item 2(e). CUSIP Number: 58606R403 Item 3. Not applicable Item 4. Ownership. (a) Amount beneficially owned: 2,131,579 shares of Common Stock* (b) Percent of class: Based on 37,153,883 shares of Common Stock of the Issuer outstanding as of September 23, 2005, the Reporting Persons hold approximately 5.7%* of the issued and outstanding Common Stock of the Issuer. SCHEDULE 13G CUSIP NO. 58606R403 Page 4 of 6 (c) Number of shares to which such person has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 2,131,579 shares of Common Stock* (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose of or direct the disposition of: 2,131,579 shares of Common Stock* *The Reporting Persons beneficially own an aggregate of 2,131,579 shares of Common Stock. The foregoing amount of Common Stock and percentage ownership represent the combined indirect holdings of Michael A. Roth and Brian J. Stark. The shares of Common Stock reported in this Schedule 13G include certain shares of Common Stock issuable upon the exercise of warrants held by the Reporting Persons. All of the foregoing represents an aggregate of 2,131,579 shares of Common Stock held directly by SF Capital Partners Ltd. ("SF Capital"). The Reporting Persons are the Managing Members of Stark Offshore Management, LLC ("Stark Offshore"), which acts as investment manager and has sole power to direct the management of SF Capital. Through Stark Offshore, the Reporting Persons possess voting and dispositive power over all of the foregoing shares. Therefore, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be the beneficial owners of, but hereby disclaim such beneficial ownership of, the foregoing shares. 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 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 a Group. Not applicable SCHEDULE 13G CUSIP NO. 58606R403 Page 5 of 6 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. SCHEDULE 13G CUSIP NO. 58606R403 Page 6 of 6 SIGNATURE 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: September 28, 2005 /s/ Michael A. Roth -------------------------------- Michael A. Roth /s/ Brian J. Stark -------------------------------- Brian J. Stark SCHEDULE 13G CUSIP NO. 58606R403 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to 2,131,579 shares of Common Stock of Memory Pharmaceuticals Corp. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings. The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate. IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on September 28, 2005. /s/ Michael A. Roth -------------------------------- Michael A. Roth /s/ Brian J. Stark -------------------------------- Brian J. Stark -----END PRIVACY-ENHANCED MESSAGE-----