SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Rule 13d-102
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Neose Technologies, Inc
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
640522108
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(CUSIP Number)
December 31, 2001
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|_| Rule 13d-1 (b)
|X| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
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* 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).
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CUSIP No. 640522108 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindsay A. Rosenwald, M.D.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
505,654
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 562,769
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 505,654
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
562,769
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,068,423
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) Dr. Rosenwald is the chairman and chief executive officer of Paramount
Capital Asset Management, Inc. (PCAM), which serves as the managing member
of Aries Select I LLC (Select I) and Aries Select II LLC (Select II) and
as the investment manager to the Aries Select, Ltd., a Cayman Island
exempted company (Select Ltd.), each of which owns securities of the
Issuer as follows:
Select I: 167,133 Shares
Select II: 37,942 Shares
Select Ltd.: 357,694 Shares
Dr. Rosenwald shares voting and dispositive power with PCAM over the securities
held by Select I, Select II and Select, Ltd., respectively.
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ITEM 1(a). NAME OF ISSUER:
Neose Technologies, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
102 Whitman Road
Horsham, PA 19044
ITEM 2(a) NAME OF PERSON FILING:
This statement is filed Lindsay A. Rosenwald, M.D. ("Dr. Rosenwald"
or "Reporting Party"). See attached Exhibit A which is a copy of
their agreement in writing to file this statement on behalf of each
of them.
Dr. Rosenwald is an investment banker, venture capitalist, fund
manager and sole stockholder of Paramount Capital Asset Management,
Inc., a Delaware corporation. Paramount Capital is the General
Partner to each of Select I, and Select II, limited liability
companies established in Delaware and is also the investment manager
to Select, Ltd., a Cayman Islands exempted company.
Dr. Rosenwald, Paramount Capital, Select I and Select II and Select,
Ltd. 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).
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Dr. Rosenwald's business address is 787 Seventh Avenue, 48th Floor,
New York, New York, 10019.
ITEM 2(c). CITIZENSHIP:
Dr. Rosenwald is a citizen of the United States of America.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value per share.
ITEM 2(e). CUSIP NUMBER: 640522108
ITEM 3. |X| CHECK THIS BOX IF THIS STATEMENT IS FILED PURSUANT TO RULE
13d-1(c)
ITEM 4. OWNERSHIP
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For information concerning the ownership of Common Stock of the
Company by the Reporting Party, see Items 5 through 9 and 11 of the
cover pages to this schedule 13G and footnotes thereto.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
a transaction having that purpose and effect.
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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.
Lindsay A. Rosenwald, M.D.
Dated: February 12, 2002 By: /s/ Lindsay A. Rosenwald
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New York, NY Name: Lindsay A. Rosenwald, M.D.
Title: Chairman and Chief Executive Officer
Paramount Capital Asset Management, Inc.
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