-----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, VTxbKCBYgOW0jVu6LOF1u7KihEWOv/1ktmGFUNw3ENlM9HXspSSgD4X4HRjmTU4s yVHyDMcR5v3xxnS3T2ijFw== 0000922423-98-001276.txt : 19981113 0000922423-98-001276.hdr.sgml : 19981113 ACCESSION NUMBER: 0000922423-98-001276 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYPRESS BIOSCIENCE INC CENTRAL INDEX KEY: 0000716054 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 222389839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-35589 FILM NUMBER: 98745493 BUSINESS ADDRESS: STREET 1: 4350 EXECUTIVE DRIVE,SUITE 325 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 2062989400 MAIL ADDRESS: STREET 1: 401 QUEEN ANNE AVE NORTH CITY: SEATTLE STATE: WA ZIP: 98109 FORMER COMPANY: FORMER CONFORMED NAME: IMRE CORP 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 Cypress Bioscience, Inc. ------------------------ (Name of Issuer) Common Stock, par value $.02 per share -------------------------------------- (Title of Class of Securities) 2 232674 101 ------------ (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) October 30, 1998 ---------------- (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: [ ] 1 SCHEDULE 13D CUSIP No. 2 232674 101 Page 2 of 14 Pages - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON 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) [_] (b) [_] - -------------------------------------------------------------------------------- 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 ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF None SHARES -------------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY EACH REPORTING 8,064,135 PERSON -------------------------------------------------------------- WITH 9) SOLE DISPOSITIVE POWER None -------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 8,064,135 - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,064,135 - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.3% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 2 232674 101 Page 3 of 14 Pages - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON 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) [_] (b) [_] - -------------------------------------------------------------------------------- 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 ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF None SHARES -------------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY EACH REPORTING 2,410,000 PERSON -------------------------------------------------------------- WITH 9) SOLE DISPOSITIVE POWER None -------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 2,410,000 - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,410,000 - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 2 232674 101 Page 4 of 14 Pages - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON 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) [_] (b) [_] - -------------------------------------------------------------------------------- 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 ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF None SHARES -------------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY EACH REPORTING 5,654,135 PERSON -------------------------------------------------------------- WITH 9) SOLE DISPOSITIVE POWER None -------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 5,654,135 - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,654,135 - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 2 232674 101 Page 5 of 14 Pages - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON 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) SOURCE OF FUNDS* OO (see Item 3 below) - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF None SHARES -------------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY EACH REPORTING 8,064,135 PERSON -------------------------------------------------------------- WITH 9) SOLE DISPOSITIVE POWER None -------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 8,064,135 - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,064,135 - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.3% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- Item 1. Security and Issuer. (a) Common Stock, $.001 par value ("Shares") Cypress Bioscience, Inc. (the "Issuer") 4350 Executive Drive, Suite 325 San Diego, CA 92121 (619) 452-2323 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 Lindsay A. Rosenwald, M.D. ("Dr. Rosenwald" and 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) Paramount Capital's, Aries Domestic's and Dr. Rosenwald's business address is 787 Seventh Avenue, 48th 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 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 respec tive 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, - -------- /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 direc tors 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. 6 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 28, 1995, Aries Domestic used its general funds to effect the purchase of 166,667 shares of the Issuer for an approximate aggregate purchase price of $235,000.47 and the Aries Trust used its general funds to effect the purchase of 166,667 shares of the Issuer for an approximate aggregate purchase price of $235,000.47. On January 18, 1996 Aries Domestic used its general funds to effect the purchase of 500,000 Shares of the Issuer for an approximate aggregate purchase price of $705,000 and the Aries Trust used its general funds to effect the purchase of 500,000 Shares of the Issuer for an approximate aggregate purchase price of $705,000. On January 25, 1996 Aries Domestic used its general funds to effect the purchase of 200,000 Shares of the Issuer for an approximate aggregate purchase price of $282,000 and the Aries Trust used its general funds to effect the purchase of 200,000 Shares of the Issuer for an approximate aggregate purchase price of $282,000. On September 26, 1996, in a private placement of the Issuer's securities, Aries Domestic used its general funds to effect an additional purchase of 75,000 newly issued shares and warrants to purchase 37,500 Shares of the Issuer directly from the Issuer for an approximate purchase price of $150,000 and Aries Trust used its general funds to effect an additional purchase of 175,000 newly issued shares and warrants to purchase 87,500 shares of the Issuer directly from the Issuer for an approximate purchase price of $350,000. On November 19, 1996, in a private transaction, the Aries Trust acquired 350,000 Shares from Aries Domestic for an approximate aggregate purchase price of $667,436. On September 30, 1997, in a private placement of the Issuer's securities, Aries Domestic used its general funds to purchase 440,000 Shares of the Issuer for $1.50 per share and an approximate aggregate purchase cost of $660,000 and the Aries Trust used its general funds to purchase 893,334 Shares of the Issuer in the Private Placement for an approximate aggregate purchase cost equal to $1,340,001. On September 16, 1998, in a private placement of the Issuer's securities, Aries Domestic used its general funds to purchase 173,333 shares of Series A Convertible Preferred Stock (the "Preferred Stock") of the Issuer for an approximate aggregate purchase cost of $259,999. Each share of Preferred Stock is initially convertible into one share of common stock at an initial conversion price equal to $1.50 per share. In the same private placement of the Issuer's securities, Aries Trust used its general funds to purchase 493,334 shares of Preferred Stock of the Issuer for an approximate aggregate purchase cost of $740,001. Each share of Preferred Stock is initially convertible into one share of common stock at an initial conversion price equal to $1.50 per share. Aries Domestic has used its general funds to acquire through the open market 1,167,500 Shares of the Issuer for an approximate aggregate purchase price of $2,766,534.19 and the Aries Trust has used its general funds to acquire through the open market 2,788,300 Shares of the Issuer for an approximate aggregate purchase price of $6,709,231.13. Item 4. Purpose of Transaction. The Reporting Parties acquired shares of Common Stock and Warrants 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 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. 7 Item 5. Interest in Securities of the Issuer. (a) As of November 9, 1998, Dr. Rosenwald and Paramount Capital, through acquisi tion of the shares by the Aries Trust and Aries Domestic, beneficially owned 8,064,135 shares or 20.3% of the Issuer's securities and Aries Domestic and the Aries Trust beneficially owned as follows: Amount Owned ------------ Aries Domestic 2,410,000 Shares Aries Trust 5,654,135 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) The following purchases were made by Aries Domestic in the open market in the sixty days prior to this filing: Date Amount Price ---- ------ ----- 09/10/98 2,600 1.563 09/10/98 2,600 1.531 09/10/98 2,600 1.563 09/30/98 15,600 2.836 10/02/98 5,200 2.794 10/07/98 4,900 2.550 10/08/98 2,800 2.481 10/09/98 6,500 2.667 10/12/98 2,600 2.608 10/13/98 2,600 2.622 10/14/98 3,900 2.681 10/15/98 2,600 2.760 8 10/16/98 5,900 2.803 10/20/98 2,600 2.854 10/28/98 2,600 2.909 10/30/98 10,400 3.029 10/30/98 18,200 3.086 11/03/98 3,900 2.896 11/04/98 1,300 2.875 11/05/98 5,200 2.818 11/06/98 9,100 2.818 11/06/98 3,500 2.750 11/09/98 2,600 2.656 The following purchases were made by Aries Trust in the open market in the sixty days prior to the date of this filing: Date Amount Price ---- ------ ----- 09/10/98 7,400 1.531 09/10/98 7,400 1.563 09/28/98 30,000 2.531 09/29/98 30,000 2.640 09/30/98 44,400 2.836 10/02/98 14,800 2.794 10/07/98 14,000 2.550 10/08/98 8,300 2.481 10/09/98 18,500 2.667 10/12/98 7,400 2.608 10/13/98 7,400 2.622 10/14/98 11,100 2.681 10/15/98 7,400 2.760 10/16/98 14,800 2.803 10/20/98 7,400 2.854 10/28/98 7,400 2.909 10/30/98 29,600 3.029 10/30/98 51,800 3.086 11/03/98 11,100 2.896 11/04/98 3,700 2.875 11/05/98 14,800 2.818 11/06/98 25,900 2.818 11/06/98 10,000 2.750 11/09/98 7,400 2.656 Other than as set forth herein the Reporting Parties have not engaged in any transactions in the Common Stock of the Issuer since the last filing. (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. 9 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. 10 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: November 9, 1998 New York, NY By /s/ Lindsay A. Rosenwald, M.D. ------------------------------ Lindsay A. Rosenwald, M.D. Chairman ARIES DOMESTIC FUND By Paramount Capital Asset Management, Inc. General Partner Dated: November 9, 1998 New York, NY By /s/ Lindsay A. Rosenwald, M.D. ------------------------------ Lindsay A. Rosenwald, M.D. Chairman THE ARIES TRUST By Paramount Capital Asset Management, Inc. Investment Manager Dated: November 9, 1998 New York, NY By /s/ Lindsay A. Rosenwald, M.D. ------------------------------ Lindsay A. Rosenwald, M.D. Chairman Dated: November 9, 1998 New York, NY By /s/ Lindsay A. Rosenwald, M.D. ------------------------------ Lindsay A. Rosenwald, M.D. 11 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 Cypress Bioscience, Inc., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned. PARAMOUNT CAPITAL ASSET MANAGEMENT, INC., INC. Dated: November 9, 1998 New York, NY By /s/ Lindsay A. Rosenwald. M.D. ------------------------------ Lindsay A. Rosenwald, M.D. Chairman ARIES DOMESTIC FUND, L.P. By Paramount Capital Asset Management, Inc. General Partner Dated: November 9, 1998 New York, NY By /s/ Lindsay A. Rosenwald M.D. ----------------------------- Lindsay A. Rosenwald, M.D. Chairman THE ARIES TRUST By Paramount Capital Asset Management, Inc. Investment Manager Dated: November 9, 1998 New York, NY By /s/ Lindsay A. Rosenwald, M.D. ------------------------------ Lindsay A. Rosenwald, M.D. Chairman Dated: November 9, 1998 New York, NY By /s/ Lindsay A. Rosenwald, M.D. ------------------------------ Lindsay A. Rosenwald, M.D. 12 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, 48th 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 of Paramount Capital Asset Management, Inc., Paramount Capital Investments, LLC and Paramount Capital, Inc. Mark C. Rogers, M.D. 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., Senior Managing Director, Paramount Capital, Inc. Dr. Yuichi Iwaki Director of Paramount Capital Asset Management, 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. 13 EXHIBIT C The name and principal occupation or employment, which is located at 787 Seventh Avenue, 48th Floor, New York, New York, 10019, of the General Partner of Aries Domestic 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. 14 EXHIBIT D The name and principal occupation or employment, which in each instance is with The Aries Trust ("Aries Trust") located at 787 Seventh Avenue, 48th 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 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. 15 -----END PRIVACY-ENHANCED MESSAGE-----