-----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, GcEwiQbkkso5o0R/rTG4iqfG/L8Nw25RPkCpxHoplRt9v1qK/9i7TJPpDNnJ2Uns swI79uSa5vwnaf5M+zweCg== 0001011300-97-000019.txt : 19970725 0001011300-97-000019.hdr.sgml : 19970725 ACCESSION NUMBER: 0001011300-97-000019 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970724 SROS: NONE 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-36722 FILM NUMBER: 97644819 BUSINESS ADDRESS: STREET 1: 110 HARTWELL AVE CITY: LEXINGTON STATE: MA ZIP: 02173 BUSINESS PHONE: 6178624003 MAIL ADDRESS: STREET 1: 110 HARTWELL AVENUE CITY: LEXINGTON STATE: MA ZIP: 02173 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WISDOM TREE CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001011300 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133729429 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1633 BROADWAY STREET 2: 38TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2128432777 MAIL ADDRESS: STREET 1: 1633 BROADWAY STREET 2: 38TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. Final )* MACROCHEM CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 555903103 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Michael J. Kaplan, Esq. WisdomTree Capital Management, Inc. 1633 Broadway, 38th Floor, New York, New York 10019 (212)843-2782 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 22, 1997 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following: [ ] Check the following box if a fee is being paid with this statement: [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 on 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 13D CUSIP No. 555903103 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WisdomTree Capital Management, Inc. I.D. #13-3729429 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] 3 SEC USE ONLY 4 SOURCE OF FUNDS * AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER 0 shares of Common Stock NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 752,500 shares of Common Stock OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 shares of Common Stock PERSON WITH 10 SHARED DISPOSITIVE POWER 752,500 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 752,500 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7% 14 TYPE OF REPORTING PERSON * CO * SEE INSTRUCTIONS BEFORE FILING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 of 9 pages SCHEDULE 13D CUSIP No. 555903103 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WisdomTree Associates, L.P. I.D. #13-3729430 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER 0 shares of Common Stock NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 676,800 shares of Common Stock EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 shares of Common Stock 10 SHARED DISPOSITIVE POWER 676,800 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 676,800 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2% 14 TYPE OF REPORTING PERSON * PN * SEE INSTRUCTIONS BEFORE FILING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 3 of 9 pages SCHEDULE 13D CUSIP No. 555903103 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WisdomTree Offshore LTD. I.D. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER 0 shares of Common Stock NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 75,700 shares of Common Stock EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 shares of Common Stock 10 SHARED DISPOSITIVE POWER 75,700 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 75,700 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% 14 TYPE OF REPORTING PERSON * OO * SEE INSTRUCTIONS BEFORE FILING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 4 of 9 pages Item 1. Security and Issuer. This Statement on Schedule 13D, dated July 24, 1997, relates to the common stock, par value $.01 per share(the "Common Stock") of Macrochem Corporation, a corporation organized under the laws of the State of Delaware (the "Company"), and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended. This statement relates to the orginal filing on Schedule 13D relating to the Common Stock, filed January 17, 1997, Amendment #1 to such filing made February 5, 1997, and this Statement is made by WisdomTree Associates, L.P. ("WTAssociates"), WisdomTree Offshore, Ltd. ("WTOffshore"), and WisdomTree Capital Management, Inc. ("WTInc") and this shall be deemed to be the Final filing on this Schedule 13D. The address of the principle executive office of the Company is 110 Hartwell Avenue, Lexington, Massachusetts 02173. As reported in its Form 10-Q for the fiscal quarter ended March 31, 1997, as of March 31, 1997 the Company had 15,931,875 shares of Common Stock outstanding. Item 2. Identity and Background. As of June 04, 1997 Russell Anmuth resigned as Vice President of WTInc, and Mr. Anmuth is no longer a limited parnter of WTAssociates. Item 3. Source and Amount of Funds or Other Consideration. As of the close of business on July 23, 1997, WTAssociates owned 676,800 shares of Common Stock acquired in brokered transactions for an aggregate purchase price, including commissions and net of sales to date, if any, of shares of Common Stock, of $4,351,408.92. The source of funds for acquisition of such Common Stock was available investment capital of WTAssociates and, from time to time, borrowings in margin accounts regularly maintained at Paine Webber Incorporated. As of the close of business on July 23, 1997, WTOffshore owned 75,700 shares of Common Stock acquired in brokered transcatoins for an aggregate purchase price of $464,898.00. The source of funds for acquisition of such Common Stock was available investment capital of WTOffshore and, from time to time, borrowings in margin accounts regularly maintained at Paine Webber Incorporated. Page 5 of 9 Pages Item 5. Interest in Securities of the Issuer. (a) As of the close of business on July 23, 1997, WTAssociates was the record owner and had direct beneficial ownership of 676,800 shares, or approximately 4.2% of the outstanding Common Stock. As of the close of business on July 23, 1997, WTOffshore was the record owner and had direct beneficial ownership of 75,700 shares, or 0.5% of the outstanding Common Stock. As the General Partner of WTAssociates, WTInc may be deemed to have direct beneficial ownership of the 752,500 shares, or approximately 4.7% of the outstanding Common Stock owned of record by WTAssociates. Each of the other persons and entities named in Item 2 may, by virtue of their relationship to WTAssociates and/or WTOffshore as is described therein, be deemed to have indirect beneficial ownership of the Common Stock owned of record by WTAssociates and/or WTOffshore; however, each of such persons and entities disclaims such beneficial ownership and, to the best knowledge of the Reporting Entities and except as may be specifically otherwise set forth herein, no such persons and/or entities has any other beneficial ownership of Common Stock. Messrs. Steinberg and Schmidt may by virtue of their status as Limited Partners of WTAssociates, and WTInc may, by virtue of its economic interest as General Partner of WTAssociates, be deemed to have beneficial ownership of that portion of the securities owned by WTAssociates corresponding to their respective equity interests therein. (b) The power to vote or direct the vote and the power to dispose or direct the disposition of the 676,800 shares of Common Stock as to which WTAssociates is the record owner may be deemed to be shared between WTInc and WTAssociates, although WTInc, as General Partner of WTAssociates, is generally vested with sole control of such matters. Page 6 of 9 pages To the best knowledge of the Reporting Entities, no other person or entity included in Item 2, by virtue of the capacity indicated therein and separate from their direct involvement with the Reporting Entities, shares in the power to vote or direct the vote or the power to dispose or direct the disposition of the 676,800 shares of Common stock as to which WTAssociates is the aggregate record owner. (c) Information concerning transactions in Common Stock effected by the Reporting Entities during the last Sixty (60) days is set forth in Schedule A hereto and is incorporated by reference; all of such transactions were effected in open market transactions. Except as set forth in Schedule A, no transactions in Common Stock have been effected by any of the Reporting Entities or, to the best knowledge of the Reporting Entities, by any of the persons or entities included in Item 2, during the past 60 days. (d) Not applicable. (e) The Reporting Person(s) ceased to be a beneficial owner of more than the five percent of the Common Stock as of July 22, 1997. Item 7. Material to be Filed as Exhibits. Exhibit A - Transactions in Common Stock Page 7 of 9 pages SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: July 24, 1997 WISDOMTREE ASSOCIATES, L.P. By: WisdomTree Capital Management, Inc. General Partner By: /S/ Scot Rosenblum ----------------------- Name: Scot Rosenblum Title: Vice President Dated: July 24, 1997 WISDOMTREE OFFSHORE, LTD. By: /S/ Scot Rosenblum ----------------------- Name: Scot Rosenblum Title: Director Dated: July 24, 1997 WISDOMTREE CAPITAL MANAGEMENT, INC. By: /S/ Scot Rosenblum ----------------------- Name: Scot Rosenblum Title: Vice President Page 8 of 9 pages EXHIBIT A WisdomTree Associates, L.P. Date Per Share $ Price # Shares Acquired (Disposed) 02/11/97 7.40 10,000 02/12/97 7.40 20,000 02/13/97 7.49 25,000 02/13/97 7.57 2,000 02/14/97 7.64 2,000 02/14/97 7.63 20,000 02/18/97 7.80 20,000 02/18/97 7.77 1,000 02/20/97 7.57 2,000 02/24/97 7.13 10,000 02/27/97 6.77 5,000 02/28/97 6.81 6,000 02/28/97 6.80 600 02/28/97 7.00 7,000 03/07/97 6.88 1,000 03/07/97 6.81 10,000 03/10/97 6.84 200 03/11/97 6.76 1,000 03/12/97 6.72 500 03/12/97 6.71 1,000 03/13/97 6.66 (17,500) 03/13/97 6.76 1,500 03/14/97 6.88 5,000 03/17/97 6.66 5,000 03/18/97 6.72 3,500 03/19/97 6.31 2,000 03/19/97 6.32 2,500 03/19/97 6.26 2,500 03/20/97 5.50 2,000 03/20/97 5.75 (4,500) 03/20/97 5.51 4,000 03/21/97 5.76 2,000 03/21/97 5.69 (1,500) 03/24/97 5.58 1,500 03/25/97 5.45 1,000 03/31/97 4.95 1,500 04/03/97 4.41 (5,000) 04/03/97 4.39 (1,200) 04/04/97 4.50 (10,000) 04/07/97 4.84 (9,750) 04/07/97 5.25 (16,750) 04/08/97 5.80 (17,500) 04/08/97 5.63 1,000 04/08/97 5.56 (7,500) 04/08/97 5.74 (100) 04/08/97 5.74 (1,000) 04/09/97 5.81 (7,500) 04/10/97 6.43 (4,000) 04/10/97 6.45 (9,000) 04/15/97 6.52 (1,000) 04/16/97 5.94 (10,000) 04/17/97 5.75 (5,000) 04/21/97 5.69 (2,500) 04/21/97 5.68 (2,500) 04/22/97 5.18 (5,000) 04/23/97 4.75 (10,000) 04/24/97 4.93 (7,500) 04/25/97 4.93 (7,500) 04/29/97 5.02 (10,000) 04/30/97 4.94 (10,000) 05/21/97 5.74 2,500 05/22/97 5.69 3,500 05/28/97 5.51 1,500 05/29/97 5.57 1,700 06/03/97 6.07 2,000 06/11/97 6.56 3,000 06/11/97 6.56 (10,500) 06/11/97 6.62 (1,500) 06/11/97 6.76 (5,000) 06/11/97 6.60 (6,000) 06/11/97 6.62 (1,500) 06/11/97 6.62 (3,000) 06/12/97 6.43 (3,000) 06/12/97 6.43 (2,000) 06/12/97 6.35 (2,300) 06/12/97 6.35 (1,800) 06/13/97 6.37 (10,000) 06/16/97 6.31 (3,000) 06/18/97 6.37 (2,700) 06/18/97 6.37 (2,300) 06/27/97 6.46 10,000 07/21/97 6.39 (10,200) 07/21/97 6.39 (7,300) 07/21/97 6.44 (25,000) 07/21/97 6.43 (5,000) 07/22/97 6.16 (5,200) 07/22/97 6.16 (1,000) 07/22/97 6.16 (33,800) 07/23/97 6.00 (25,000) WisdomTree Offshore, Ltd. Date Per Share $ Price # Shares Acquired (Disposed) 03/04/97 6.81 (1,700) 03/04/97 6.75 (5,800) 03/26/97 5.38 (5,700) 03/26/97 5.37 (3,500) 04/01/97 5.00 (2,000) 04/01/97 5.11 (3,000) 04/01/97 5.20 1,000 04/02/97 4.75 (5,000) 04/03/97 4.41 (10,000) 04/04/97 4.50 (5,000) 04/07/97 4.83 (2,250) 04/07/97 5.24 (2,250) 04/08/97 5.79 (2,500) 04/08/97 5.81 (2,500) 04/09/97 5.80 (2,500) 04/21/97 5.69 (2,500) 04/22/97 5.18 (2,500) 04/23/97 4.75 (5,000) 04/24/97 4.93 (2,500) 04/25/97 4.93 (2,500) 04/29/97 5.02 (5,000) 04/30/97 5.05 (2,500) 06/30/97 6.81 6,000 06/30/97 6.82 6,500 07/22/97 6.01 (4,000) 07/23/97 6.00 (5,000) Page 9 of 9 pages -----END PRIVACY-ENHANCED MESSAGE-----