-----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, QFsXvVQMiNeHKMNS7vJd15PbjDyqh9vJs9zszmCj9W+9PujRxsp8b1OHyFGOvoAy iuKrY77pCRheOXBmZmkHdw== 0000950136-07-007380.txt : 20071101 0000950136-07-007380.hdr.sgml : 20071101 20071101092334 ACCESSION NUMBER: 0000950136-07-007380 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071101 DATE AS OF CHANGE: 20071101 GROUP MEMBERS: BEACH CAPITAL LLC GROUP MEMBERS: SCO CAPITAL PARTNERS LP GROUP MEMBERS: SCO SECURITIES LLC GROUP MEMBERS: STEVEN H. ROUHANDEH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MACROCHEM CORP CENTRAL INDEX KEY: 0000743884 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 042744744 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36722 FILM NUMBER: 071204873 BUSINESS ADDRESS: STREET 1: 40 WASHINGTON STREET STREET 2: SUITE 220 CITY: WELLESLEY HILLS STATE: MA ZIP: 02481 BUSINESS PHONE: 781-489-7310 MAIL ADDRESS: STREET 1: 40 WASHINGTON STREET STREET 2: SUITE 220 CITY: WELLESLEY HILLS STATE: MA ZIP: 02481 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCO CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001225978 IRS NUMBER: 522247879 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS STREET 2: 35TH FL. CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125544158 MAIL ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS STREET 2: 35TH FL. CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 file1.htm AMENDMENT NO. 3 TO SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 3)

MACROCHEM CORPORATION

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01

(Title of Class of Securities)

555903 30 1

(CUSIP Number)

Steven H. Rouhandeh

SCO Capital Partners LLC

1285 Avenue of the Americas, 35^th Floor

New York, New York 10019

(212) 554-4158

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 10, 2007

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].

(Continued on following pages)

(Page 1 of 13 Pages)

CUSIP No. 555903 30 1

13D

Page 2 of 13 Pages


1.	NAMES OF REPORTING PERSONS SCO Capital Partners LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__] (see instructions) (b) [X]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [__]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 12,716,803
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 12,716,803
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,716,803
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [__]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 43.4%
14.	TYPE OF REPORTING PERSON (see instructions) PN

CUSIP No. 555903 30 1

13D

Page 3 of 13 Pages


1.	NAMES OF REPORTING PERSONS Beach Capital LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__] (see instructions) (b) [X]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [__]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 1,979,078
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 1,979,078
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,979,078
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [__]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.4%
14.	TYPE OF REPORTING PERSON (see instructions) PN

CUSIP No. 555903 30 1

13D

Page 4 of 13 Pages


1.	NAMES OF REPORTING PERSONS SCO Securities LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__] (see instructions) (b) [X]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [__]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [__]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0%
14.	TYPE OF REPORTING PERSON (see instructions) BD

CUSIP No. 555903 30 1

13D

Page 5 of 13 Pages


1.	NAMES OF REPORTING PERSONS SCO Capital Partners, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__] (see instructions) (b) [X]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [__]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 1,243,941
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 1,243,941
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,243,941
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [__]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.5%
14.	TYPE OF REPORTING PERSON (see instructions) PN

CUSIP No. 555903 30 1

13D

Page 6 of 13 Pages


1.	NAMES OF REPORTING PERSONS Steven H. Rouhandeh
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__] (see instructions) (b) [X]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [__]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 15,939,822
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 15,939,822
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,939,822
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [__]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 52.2%
14.	TYPE OF REPORTING PERSON (see instructions) IN

CUSIP No. 555903 30 1

13D

Page 7 of 13 Pages

Item 1. Security and Issuer.

This Amendment No. 3 to Schedule 13D (“Amended Schedule 13D”) is being filed with respect to the common stock, par value $.01 per share (the “Common Stock”) of MacroChem Corporation, a Delaware corporation (“MacroChem” or the “Company”). The principal executive offices of the Company are located at 40 Washington Street, Suite 220, Wellesley Hills, Massachusetts 02481. The share amounts set forth in this Amended Schedule 13D reflect the 1 for 7 and 1 for 6 reverse splits of the Company’s Common Stock that were effected following certain of the transactions described herein.

This Amended Schedule 13D is being filed pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”).

Item 2. Identity and Background.

(a)

This Amended Schedule 13D is filed by (i) Steven H. Rouhandeh (“Mr. Rouhandeh”), (ii) SCO Capital Partners LLC, a limited liability company organized under the laws of the State of Delaware (“SCO”), (iii) Beach Capital, LLC, a limited liability company organized under the laws of the State of New York (“Beach”), (iv) SCO Securities LLC, a limited liability company organized under the laws of the State of Delaware (“SCO Securities”), and (v) SCO Capital Partners, L.P., a limited partnership organized under the laws of the State of Delaware (“SCO LP”). Mr. Rouhandeh, SCO, Beach, SCO Securities and SCO LP are collectively referred to herein as the “Reporting Persons.”

(b)

The Reporting Persons’ business address is 1285 Avenue of the Americas, 35th Floor, New York, New York 10019.

(c)

The principal business of Mr. Rouhandeh is to serve as the Chairman and managing member of SCO, managing member of Beach, managing member of the entity that serves as sole member of SCO Securities, and managing member of the entity that serves as general partner of SCO LP. The principal business of each of SCO, Beach and SCO LP is to invest in biotechnology companies. The principal business of SCO Securities is to provide certain broker-dealer services to biotechnology companies.

(d)

During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in 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)

Mr. Rouhandeh is a United States citizen. SCO and SCO Securities are each a limited liability company organized under the laws of the State of Delaware. Beach is a limited liability company organized under the laws of the State of New York. SCO LP is a limited partnership organized under the laws of the State of Delaware.

CUSIP No. 555903 30 1

13D

Page 8 of 13 Pages

Item 3. Source and Amount of Funds or Other Consideration.

On December 23, 2005 upon closing of a private placement financing pursuant to which SCO Securities acted as placement agent (the “Private Placement”), MacroChem issued to SCO 200 shares of its Series C Cumulative Convertible Preferred Stock, liquidation preference $10,000 per share (“Series C Preferred Stock”) and warrants to purchase an aggregate of 1,904,761 shares of Common Stock at an exercise price of $1.26 per share, subject to certain anti-dilution adjustments, for aggregate consideration paid in cash by SCO to the Company of $2,000,000. The warrants expire six years from the date of issuance. The issuance of these shares of preferred stock and warrants were exempt from registration under Regulation D promulgated under the Securities Act or Section 4(2) of the Securities Act. The source of funds for the purchased securities was internal capital of SCO. On October 10, 2007, the warrants describ ed in this paragraph were adjusted in connection with the Third Private Placement (as defined below) pursuant to the anti-dilution provisions thereof into warrants to purchase an aggregate of 4,000,000 shares of Common Stock at an exercise price of $0.60 per share.

In addition, as consideration for services rendered as placement agent in the Private Placement, SCO Securities received a warrant to purchase 238,095 shares of Common Stock at an exercise price of $1.05 per share. Other than the exercise price, the terms of the warrant issued to SCO Securities are the same as the terms of the warrants issued to the other purchasers in the Private Placement. The warrants expire six years from the date of issuance. The issuance of these warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section 4(2) of the Securities Act. No cash consideration was paid by SCO Securities to the Company in connection with the issuance of these warrants. On December 28, 2005, SCO Securities assigned warrants to purchase 142,857 of the 238,095 shares to SCO and assigned warrants to purchase the remaining 95,238 shares to certain employees of SCO and entities affili ated with such employees. On October 10, 2007, the warrants assigned to SCO and described in this paragraph were adjusted in connection with the Third Private Placement (as defined below) pursuant to the anti-dilution provisions thereof into warrants to purchase an aggregate of 250,000 shares of Common Stock at an exercise price of $0.60 per share.

On February 13, 2006 upon closing of a second private placement financing pursuant to which SCO Securities acted as placement agent (the “Second Private Placement”), MacroChem issued to SCO 100 shares of its Series C Preferred Stock and warrants to purchase an aggregate of 952,381 shares of Common Stock at an exercise price of $1.26 per share, subject to certain anti-dilution adjustments, for aggregate consideration paid in cash by SCO to the Company of $1,000,000. The warrants expire six years from the date of issuance. The issuance of these shares of preferred stock and warrants were exempt from registration under Regulation D promulgated under the Securities Act or Section 4(2) of the Securities Act. The source of funds for the purchased securities was internal capital of SCO. On October 10, 2007, the warrants described in this paragraph were adjusted in connection with the Third Private Placement (as defined belo w) pursuant to the anti-dilution provisions thereof into warrants to purchase an aggregate 2,000,000 shares of Common Stock at an exercise price of $0.60 per share.

In addition, SCO Securities allocated to SCO a warrant to purchase 328,856 shares of Common Stock at an exercise price of $1.05 per share to which SCO Securities was entitled as consideration for services rendered as placement agent in the Second Private Placement. Other than the exercise price, the terms of such warrant are the same as the terms of the warrants issued to the other purchasers in the Second Private Placement. The warrants expire six years from the date of issuance. The issuance of these warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section 4(2) of the Securities Act. No cash consideration was paid by SCO or SCO Securities to the Company in connection with the issuance of these warrants. On October 10, 2007, the warrants described in this paragraph were adjusted in connection with the Third Private Placement (as defined below) pursuant to the anti-dilution provisions thereof into warrants to purchase an aggregate of 575,498 shares of Common Stock at an exercise price of $0.60 per share.

CUSIP No. 555903 30 1

13D

Page 9 of 13 Pages

On February 13, 2006 upon closing of the Second Private Placement, MacroChem issued to Beach 50 shares of its Series C Preferred Stock and warrants to purchase an aggregate of 476,191 shares of Common Stock at an exercise price of $1.26 per share, subject to certain anti-dilution adjustments, for aggregate consideration paid in cash by Beach to the Company of $500,000. The warrants expire six years from the date of issuance. The issuance of these shares of preferred stock and warrants were exempt from registration under Regulation D promulgated under the Securities Act or Section 4(2) of the Securities Act. The source of funds for the purchased securities was internal capital of Beach. On October 10, 2007, the warrants described in this paragraph were adjusted in connection with the Third Private Placement (as defined below) pursuant to the anti-dilution provisions thereof into warrants to purchase an aggregate of 1,000,000 sh ares of Common Stock at an exercise price of $0.60 per share.

On March 5, 2007, upon closing of a private resale transaction, SCO LP purchased 9 shares of MacroChem Series C Preferred Stock from Hudson Square Capital, LLC (“Hudson”) for consideration paid in cash by SCO LP to Hudson of $35,000 (the “Securities Purchase”). The Securities Purchase was exempt from registration under Regulation D promulgated under the Securities Act or Sections 4(1) and 4(2) of the Securities Act. The source of funds for the purchased securities was internal capital of SCO LP.

On October 10, 2007, upon the closing of a third private placement financing (the “Third Private Placement”), MacroChem issued to SCO LP 833,333 shares of its Common Stock and warrants to purchase an aggregate of 250,000 shares of Common Stock at an exercise price of $0.60 per share, subject to certain anti-dilution adjustments, for aggregate consideration paid in cash by SCO LP to the Company of $500,000. The warrants expire five years from the date of issuance. The issuance of these shares of Common Stock and warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section 4(2) of the Securities Act. The source of funds for the purchased securities was internal capital of SCO LP.

On October 10, 2007, upon the closing of the Third Private Placement, SCO, SCO LP and Beach each converted (the “Conversion”) all shares of Series C Preferred Stock held by them plus accumulated and unpaid dividends thereon at an adjusted conversion value of $0.60 per share of Common Stock. Accordingly, upon such conversion, MacroChem issued 5,013,699 shares of Common Stock to SCO, 150,410 shares of Common Stock to SCO LP and 835,617 shares of Common Stock to Beach. No cash consideration was paid in connection with such Conversion.

From the date of acquisition of the Series C Preferred Stock until the Conversion (excluding shares of Common Stock issued in connection with accumulated and unpaid dividends and received upon the Conversion), SCO has received an aggregate of 877,606 shares of Common Stock, SCO LP has received an aggregate of 10,198 shares of Common Stock and Beach has received an aggregate of 143,461 shares of Common Stock, in each case, as dividends paid by MacroChem on the Series C Preferred Stock.

CUSIP No. 555903 30 1

13D

Page 10 of 13 Pages

Item 4. Purpose of Transaction.

Each of the Reporting Persons purchased their MacroChem securities for investment purposes. Each of the Reporting Persons may acquire additional shares of Common Stock from time to time, in open market purchases, negotiated transactions or otherwise, and may sell any or all of such shares of Common Stock at any time.

Pursuant to the Preferred Stock and Warrant Purchase Agreement, dated December 23, 2005, among the Company and each of the other parties described therein (the “Purchase Agreement”), on December 30, 2005, the Company effected a 1 for 7 reverse stock split of its Common Stock as approved by the Company’s stockholders at the 2005 Annual Meeting of Stockholders on June 14, 2005. As a result of the 1 for 7 reverse stock split, each seven shares of outstanding Common Stock were exchanged for 1 new share of the Company’s common stock. Also pursuant to the Purchase Agreement, on February 9, 2006, the Company effected an additional 1 for 6 reverse split of its common stock as approved by written consents submitted by the purchasers in the Private Placement. As a result of the 1 for 6 reverse stock split, each six shares of outstanding Common Stock were exchanged for 1 new share of the Company’s common stock. &n bsp;All of the share numbers, conversion values and warrant exercise prices reported in this Amended Schedule 13D reflect the effectiveness of both of these reverse stock splits.

Effective immediately upon the Conversion and continuing for as long as SCO and its affiliates hold at least 20% of the aggregate number of shares of Common Stock issued to SCO and its affiliates upon the Conversion, (a) SCO shall have the right, from time to time, to designate two individuals, in the sole discretion of SCO, to serve as directors of the Seller (the “SCO Director Designees”), (b) the Company shall use its best efforts to cause the number of directors to be fixed at seven, two of which shall be the SCO Director Designees (the “SCO Board Seats”), (c) the Company shall use its best efforts to cause the SCO Director Designees to be nominated and elected for service as directors of the Seller at each meeting of the Seller’s shareholders held for the purpose of electing directors and (d) if at any time, or from time to time, one or more of the SCO Board Seats is or becomes vacant for any reason prior to the nex t annual meeting of shareholders, the Company shall use its best efforts to cause such vacancy to be filled with an SCO Director Designee.

SCO wishes to continue the Company’s previously-existing business plan and scientific programs and intends to enhance these programs through potential in-licensing of additional complementary technologies, although there are no definitive plans to do so at this point.

Other than as set forth in the preceding paragraphs of this Item 4, each of the Reporting Persons does not have any plans or proposals which relate to or would result in any of the matters enumerated in clauses (a) through (j), inclusive, of Item 4 of Schedule 13D, namely: (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change i n the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.

CUSIP No. 555903 30 1

13D

Page 11 of 13 Pages

Item 5. Interest in Securities of the Issuer.

(a)

As of the date hereof, (i) SCO owns 5,891,305 shares of Common Stock and warrants to purchase an aggregate of 6,825,498 shares of Common Stock, (ii) Beach owns 979,078 shares of Common Stock and warrants to purchase an aggregate of 1,000,000 shares of Common Stock, (iii) SCO LP owns 993,941 shares of Common Stock and warrants to purchase an aggregate of 250,000 shares of Common Stock and (iv) SCO Securities owns no warrants to purchase Common Stock. These securities in the aggregate represent beneficial ownership of 52.2% of the outstanding Common Stock of MacroChem as of October 29, 2007 (pursuant to information provided by MacroChem to the Reporting Persons, 22,462,005 shares of Common Stock were issued and outstanding as of such date). In his capacity as Chairman and managing member of SCO, in his capacity as managing member of Beach, and in his capacity as managing member of the entity that serves as general partner of SCO LP, Mr. Rouhandeh may be deemed beneficially to own the 7,864,324 shares of Common Stock and warrants to purchase 8,075,498 shares of Common Stock owned directly by SCO, SCO LP and Beach. Each of SCO, SCO LP and Beach have provided the Company with notice that it does not choose to be governed by the ownership limitations provided in Section 2.4 of the warrants issued in the Private Placement, the Second Private Placement and the Third Private Placement (as applicable).

(b)

Mr. Rouhandeh, in his capacity as Chairman and managing member of SCO, in his capacity as managing member of Beach, and in his capacity as managing member of the entity that serves as general partner of SCO LP, has the sole power to direct the vote and disposition of the 7,864,324 shares of Common Stock directly owned by SCO, SCO LP and Beach and, upon exercise of warrants, Mr. Rouhandeh has the sole power to direct the vote and disposition of an additional 8,075,498 shares of Common Stock underlying warrants owned by SCO, SCO LP and Beach.

(c)

Reference is made to the Reporting Persons’ responses to Items 3 and 4.

(d)

Not applicable.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Reference is made to the Reporting Persons’ responses to Items 3, 4 and 7.

CUSIP No. 555903 30 1

13D

Page 12 of 13 Pages

Item 7. Material to be Filed as Exhibits.

Exhibit A – Preferred Stock and Warrant Purchase Agreement dated December 23, 2005 (1)

Exhibit B – Certificate of Designations, Rights and Preferences of the Series C Cumulative Convertible Preferred Stock (1)

Exhibit C – Form of Common Stock Purchase Warrant (1)

Exhibit D – Investor Rights Agreement dated December 23, 2006 (1)

Exhibit E – Amended and Restated Preferred Stock and Warrant Purchase Agreement dated February 13, 2006 (2)

Exhibit F – Form of Common Stock Purchase Warrant (2)

Exhibit G – Amended and Restated Investor Rights Agreement dated February 13, 2006 (2)

Exhibit H – Securities Purchase Agreement dated March 5, 2007 (3)

Exhibit I – Securities Purchase Agreement dated October 10, 2007 (4)

Exhibit J – Form of Common Stock Purchase Warrant (5)

Exhibit K – Registration Rights Agreement dated October 10, 2007 (5)

Exhibit L – Director Designation Agreement dated October 1, 2007 (5)

(1) Incorporated by reference to Exhibits 4.1, 10.1, 10.2 and 10.3 to the 8-K of MacroChem Corporation filed December 27, 2005.

(2) Incorporated by reference to Exhibits 10.1, 10.2 and 10.3 to the 8-K of MacroChem Corporation filed February 16, 2006.

(3) Incorporated by reference to Exhibit H to the Schedule 13D/A filed by the Reporting Persons on April 23, 2007.

(4) Incorporated by reference to Exhibit 10.1 to the 8-K/A of MacroChem Corporation filed October 15, 2007.

(5) Incorporated by reference to Exhibits 10.2, 10.3 and 10.4 to the 8-K of MacroChem Corporation filed October 10, 2007.

CUSIP No. 555903 30 1

13D

Page 13 of 13 Pages

SIGNATURES

After reasonable inquiry and to the best of each of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: October 31, 2007

SCO CAPITAL PARTNERS LLC

By: /s/ Steven H. Rouhandeh

Name: Steven H. Rouhandeh

Title: Chairman

SCO SECURITIES LLC

By: /s/ Jeffrey B. Davis

Name: Jeffrey B. Davis

Title: President

BEACH CAPITAL, LLC

By: /s/ Steven H. Rouhandeh

Name: Steven H. Rouhandeh

Title: Managing Member

SCO CAPITAL PARTNERS, L.P.

By: SCO Capital Investors LLC

By: /s/ Steven H. Rouhandeh

Name: Steven H. Rouhandeh

Title: Managing Member

/s/ Steven H. Rouhandeh

Steven H. Rouhandeh

\16289\8\137464.2

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