-----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, JPyoihhLL45wbnCSF2u4TGTPdZ8TdGPH2MErab5eqTWAtrc/o6Opnh3/Wq+RJnuQ yi9/eQ+HlhQdB1Q/QlhaBw== 0001005477-97-002705.txt : 20040503 0001005477-97-002705.hdr.sgml : 20040503 19971205172500 ACCESSION NUMBER: 0001005477-97-002705 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971205 DATE AS OF CHANGE: 20010309 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DISCOVERY LABORATORIES INC /DE/ CENTRAL INDEX KEY: 0000946486 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943171943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-52027 FILM NUMBER: 97733490 BUSINESS ADDRESS: STREET 1: 350 MAIN STREET SUITE 307 CITY: DOYLESTOWN STATE: PA ZIP: 18901 BUSINESS PHONE: 2152404699 MAIL ADDRESS: STREET 1: 350 MAIN STREET SUITE 307 CITY: DOYLESTOWN STATE: PA ZIP: 18901 FORMER COMPANY: FORMER CONFORMED NAME: ANSAN PHARMACEUTICALS INC DATE OF NAME CHANGE: 19961121 FORMER COMPANY: FORMER CONFORMED NAME: ANSAN INC DATE OF NAME CHANGE: 19950609 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROSENWALD LINDSAY A MD CENTRAL INDEX KEY: 0000941841 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 375 PARK AVE STREET 2: SUITE 1501 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2128324366 MAIL ADDRESS: STREET 1: 375 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10152 FORMER COMPANY: FORMER CONFORMED NAME: ROSENWALD LINDSAY MD DATE OF NAME CHANGE: 19950316 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Discovery Laboratories, Inc. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 254668 10 6 (CUSIP Number) Lindsay A. Rosenwald, M.D. 787 Seventh Avenue, 48th Floor New York, New York 10019 (212) 554-4300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 25, 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: |_| SCHEDULE 13D CUSIP NO. 254668 10 6 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 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 PF 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 Number of 7 SOLE VOTING POWER 111 Shares Beneficially 8 SHARED VOTING POWER 1,089,298(1) Owned by 9 SOLE DISPOSITIVE POWER 111 Reporting 10 SHARED DISPOSITIVE POWER 1,089,298 Person With 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,089,409 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.3% 14 TYPE OF REPORTING PERSON* IN - ---------- (1) Includes 26,628 shares of common stock held by the Aries Domestic Fund, L.P. ("Aries Domestic") and 61,292 shares of common stock held by The Aries Fund, a Cayman Island Trust ("Aries Fund"). Dr. Rosenwald is the president and sole shareholder of Paramount Capital Asset Management, Inc. ("Paramount Capital"), the general partner of Aries Domestic and the investment manager of Aries Fund. Paramount Capital and Dr. Rosenwald share the power to vote, direct the vote of, dispose or direct the disposition of the shares held by Aries Domestic and Aries Fund, respectively. SCHEDULE 13D CUSIP NO. 254668 10 6 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS RAQ, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __ (b) __ 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York Number of 7 SOLE VOTING POWER NONE Shares Beneficially 8 SHARED VOTING POWER 1,001,738 Owned by 9 SOLE DISPOSITIVE POWER NONE Reporting 10 SHARED DISPOSITIVE POWER 1,001,738 Person With 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,001,738 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.6% 14 TYPE OF REPORTING PERSON* OO Item 1. Security and Issuer. Common Stock, $.001 par value ("Discovery Common") Discovery Laboratories, Inc. (the "Company") 509 Madison Avenue, 14th Floor New York, New York 10022 Item 2. Identity and Background. Names of Person Filing: (a) This statement is filed on behalf of RAQ, LLC ("RAQ") and Lindsay A. Rosenwald, M.D. ("Dr. 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) Each of RAQ and Dr. Rosenwald has a business address at 787 Seventh Avenue, 48th Floor, New York, New York, 10019. (c) Dr. Rosenwald is an investment banker, venture capitalist and fund manager and sole shareholder of Paramount Capital Asset Management, Inc., a Subchapter S corporation incorporated in Delaware ("Paramount Capital"). Dr. Rosenwald is the managing member of RAQ,2 which is a member-managed limited liability company formed under the laws of the State of New York. Paramount Capital is the general partner in Aries Domestic Fund, L.P., a Delaware limited partnership ("Aries Domestic"). Paramount Capital is the investment manager to The Aries Trust, a Cayman Islands Trust ("Aries Trust"). (d) Dr. Rosenwald and RAQ and its officers, directors, and managing members have not been, during the five years prior to the date hereof, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Dr. Rosenwald and RAQ and its officers, directors, and managing members 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. Item 3. Source and Amount of Funds or Other Consideration. On November 25, 1997, pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of July 16, 1997, between Ansan Pharmaceuticals, Inc., a Delaware corporation ("Ansan") and Discovery Laboratories, Inc., a former Delaware corporation ("Old Discovery"), Old - ---------- (2) Please see the attached Exhibit B indicating the managing members, executive officers and directors of RAQ and providing information called for by Items 2-6 of this statement as to said managing members, officers and directors. Exhibit B is herein incorporated by reference. Discovery merged with and into the Ansan (the "Merger"). In connection with the Merger, Ansan changed its name to Discovery Laboratories, Inc. Concurrently with the effectiveness of the Merger, the Company effected a 1-for-3 reverse split (the "Reverse Split") of its outstanding shares of Discovery Common Stock. Dr. Rosenwald, through Aries Trust, Aries Domestic and RAQ received the securities canceled in the Merger. As a consequence of the Merger and the Reverse Split, each of RAQ's and Dr. Rosenwald's, through Aries Trust's and Aries Domestic's, shares of Old Discovery Common Stock, par value $0.001 were exchanged for 0.389157 shares of Discovery Common. Additionally, Dr. Rosenwald holds options to purchase 111 shares of Discovery Common. These options were received by Dr. Rosenwald as compensation for serving on the Board of Directors of the Company prior to the Merger. As a consequence of the Reverse Split, each of Dr. Rosenwald's options to purchase shares of Ansan Common Stock prior to the Merger was exchanged for the right to purchase 1/3 of a share of new Company Common Stock. Each option is exercisable for one share of Discovery Common at an exercise price of $0.87 per share. All of the options are exercisable within the next six months. Item 4. Purpose of Transaction. See Item 3. 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 the above date, Dr. Rosenwald, through acquisitions by RAQ, and through Paramount Capital, through acquisitions by Aries Trust and Aries Domestic, beneficially owned 1,089,409 shares, or 34.3% of the Discovery Common, as follows: Amount Owned Dr. Rosenwald 111 RAQ 1,001,738 Aries Domestic 26,268 Aries Trust 61,292 and RAQ beneficially owned the 1,001,738 shares of Discovery Common indicated above. (b) Dr. Rosenwald shares the power to vote or to direct the vote and to dispose or to direct the disposition of all those shares owned by each of RAQ and, through Paramount Capital, Aries Domestic and Aries Trust. RAQ shares the power to vote or to direct the vote and to dispose or to direct the disposition of all of its shares. (c) Other than as set forth in this Schedule 13D, the Reporting Parties have not engaged in any transactions in the Common Stock of the Company. (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 Company. In connection with its investment management duties, Paramount Capital receives certain management fees and performance allocations from Aries Trust and Aries Domestic. Dr. Rosenwald is the sole shareholder of Paramount Capital. Dr. Rosenwald is the managing member and President of RAQ. Except as indicated in this 13D and the attached 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, RAQ, 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 RAQ 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. RAQ, LLC Dated: December 5, 1997 New York, New York By: /s/ Lindsay A. Rosendwald, M.D. --------------------------------------- Name: Lindsay A. Rosenwald, M.D. Title: President Dated: December 5, 1997 New York, New York /s/ Lindsay A. Rosenwald, M.D. --------------------------------------- Lindsay A. Rosenwald, M.D. EXHIBIT A AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree 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 Discovery Laboratories, Inc. and hereby affirms that such Schedule 13D is being filed on behalf of each of the undersigned. RAQ, LLC Dated: December 5, 1997 New York, New York By: /s/ Lindsay A. Rosenwald, M.D. ---------------------------------------- Name: Lindsay A. Rosenwald, M.D. Title: President Dated: December 5, 1997 New York, New York /s/ Lindsay A. Rosenwald, M.D. ---------------------------------------- Lindsay A. Rosenwald, M.D. EXHIBIT B The name and principal occupation or employment, which in each instance is with RAQ, LLC ("RAQ") located at 787 Seventh Avenue, 48th Floor, New York, New York 10019, of each executive officer and director of RAQ is as follows: NAME PRINCIPLE OCCUPATION OR EMPLOYMENT Lindsay A. Rosenwald President Item 2-6. Please refer to Items 2-6 herein reporting the beneficial ownership. -----END PRIVACY-ENHANCED MESSAGE-----