-----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, IqYc13H5pXWMIR1NOceeQP0iRmw+VRSQBNFN9slVP4o/7xeyHM3YNqXI/W11S0Yq z99on8PSo8ZFPDKowhkeag== 0001007000-97-000017.txt : 19970307 0001007000-97-000017.hdr.sgml : 19970307 ACCESSION NUMBER: 0001007000-97-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970306 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: IMMUCELL CORP /DE/ CENTRAL INDEX KEY: 0000811641 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 010382980 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39373 FILM NUMBER: 97551469 BUSINESS ADDRESS: STREET 1: 56 EVERGREEN DR CITY: PORTLAND STATE: ME ZIP: 04103 BUSINESS PHONE: 2078782770 MAIL ADDRESS: STREET 1: 56 EVERGREEN DRIVE CITY: PORTLAND STATE: ME ZIP: 04103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARIES FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001007000 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: SUITE 1501 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2128324379 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D AMENDMENT NO. 2 Under the Securities Exchange Act of 1934 Immucell Corporation --------------------------- (Name of Issuer) Common Stock, par value $.1 per share ------------------------------------- (Title of Class of Securities) 452525306 ----------------- (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) January 1, 1997 ------------------------------------------------------- (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: ( ) Check the following box if a fee is being paid with this Statement: ( ) CUSIP NO. [ ] 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)( ) (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 ITEM 2(d) or 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER None NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 283,300 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING None PERSON WITH 10 SHARED DISPOSITIVE POWER 283,300 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 283,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1% 14 TYPE OF REPORTING PERSON* CO CUSIP NO. [ ] 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)( ) (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 ITEM 2(d) or 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER None NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 129,250 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING None PERSON WITH 10 SHARED DISPOSITIVE POWER 129,250 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 129,250 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% 14 TYPE OF REPORTING PERSON* PN CUSIP NO. [ ] 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)( ) (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 ITEM 2(d) or 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands 7 SOLE VOTING POWER None NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 154,050 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING None PERSON WITH 10 SHARED DISPOSITIVE POWER 154,050 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 154,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% 14 TYPE OF REPORTING PERSON* OO (see Item 2) CUSIP NO. [ ] 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)( ) (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 ITEM 2(d) or 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER None NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 283,300 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING None PERSON WITH 10 SHARED DISPOSITIVE POWER 283,300 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 283,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1% 14 TYPE OF REPORTING PERSON* IN Item 1. Security and Issuer. (a) Common Stock, $.1 par value ("Shares") Immucell Corporation 56 Evergreen Drive Portland, ME 04130 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. Aries Domestic used its general funds to effect its purchase in the aggregate of 129,250 shares of the Issuer in various open market transactions for an approximate aggregate purchase price of $325,167.80 and Aries Trust used its general funds to effect its purchase in the aggregate of 154,050 shares in various open market transactions for an approximate aggregate purchase price of $424,906.46. 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 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 10, 1996, Dr. Rosenwald and Paramount Capital, through acquisition of the shares by the Aries Trust and Aries Domestic, beneficially owned 283,300 shares or 12.1% of the Issuer's securities and Aries Domestic and the Aries Trust beneficially owned as follows: Amount Owned ------------ Aries Domestic 129,250 Shares Aries Trust 154,050 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 December 10, 1996: Date No. of Shares Market Price ---- ------------- ------------ 10/09/96 1,000 3.500 10/16/96 900 3.500 10/18/96 1,200 3.500 10/23/96 1,000 3.500 10/24/96 500 3.375 10/25/96 2,100 3.375 10/28/96 1,500 3.250 10/29/96 1,500 3.125 11/01/96 1,500 3.188 11/06/96 1,500 3.188 11/08/96 1,500 3.125 11/14/96 1,500 3.063 11/18/96 1,500 3.063 11/21/96 3,000 2.969 12/03/96 1,500 2.750 The following purchases were made by Aries Trust in the open market in the sixty days prior to December 10, 1996: Date No. of Shares Market Price ---- ------------- ------------ 10/09/96 2,500 3.500 10/16/96 2,600 3.500 10/18/96 2,800 3.500 10/23/96 3,000 3.500 10/24/96 2,000 3.375 10/25/96 5,400 3.375 10/28/96 3,500 3.250 10/29/96 3,500 3.125 11/01/96 3,500 3.188 11/06/96 3,500 3.188 11/08/96 3,500 3.125 11/14/96 3,500 3.063 11/18/96 3,500 3.063 11/21/96 7,000 2.969 12/03/96 3,500 2.750 Other than as set forth herein the Reporting Parties have not engaged in any transactions in the Common Stock of the Issuer during the past 60 days. (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: January 1, 1997 New York, NY By /s/ Lindsay A. Rosenwald, M.D. ------------------------------ Lindsay A. Rosenwald, M.D. President ARIES DOMESTIC FUND By Paramount Capital Asset Management, Inc. General Partner Dated: January 1, 1997 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: January 1, 1997 New York, NY By /s/ Lindsay A. Rosenwald, M.D. ------------------------------ Lindsay A. Rosenwald, M.D. President Dated: January 1, 1997 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 Immucell Corporation, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned. PARAMOUNT CAPITAL ASSET MANAGEMENT, INC., Dated: January 1, 1997 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: January 1, 1997 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: January 1, 1997 New York, NY By /s/ Lindsay A. Rosenwald, M.D. ------------------------------ Lindsay A. Rosenwald, M.D. President Dated: January 1, 1997 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., 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. 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 Caymen 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-----