UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
(Amendment No. 5)
Under the Securities Exchange Act of 1934
Neose Technologies, Inc
Common Stock, $.01 par value per share
(Title of Class of Securities)
(CUSIP Number: 640522108)
December 31, 2002
Date of event which requires filing
Check the appropriate box to designate the rule pursuant to which the schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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 in the remainder of this cover page shall not be deemed
to be filled 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
to Schedule 13G).
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CUSIP No. 640522108 13G
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1. NAME OF REPORTING PERSONS
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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NUMBER OF 5. SOLE VOTING POWER
SHARES 396,111
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 521,169
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 396,111
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PERSON 8. SHARED DISPOSITIVE POWER
WITH 521,169
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
917,280
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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)
6.4%
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12. TYPE OF REPORTING PERSON*
IN
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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 on behalf of Lindsay A. Rosenwald, M.D.
("Dr. Rosenwald" or "Reporting Party").
Dr. Rosenwald is an investment banker, venture capitalist, fund
manager and sole stockholder and chairman of Paramount Capital Asset
Management, Inc.("Paramount Capital"), 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, 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 (the "Shares").
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
Each of the Reporting Persons may be deemed the beneficial owner of the
following number of Shares:
(i) Paramount Capital may be deemed to own 521,169 Shares.
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(ii) Aries Domestic may be deemed the beneficial owner of 152,157
Shares.
(iii) Aries II may be deemed the beneficial owner of 32,534 Shares.
(iv) Aries Fund may be deemed the beneficial owner of 336,478
Shares.
(v) Dr. Rosenwald may be deemed the beneficial owner of 917,280
Shares, which includes 512,169 Shares owned by Paramount and
options owned by Dr. Rosenwald to purchase 31,785 Shares. Dr.
Rosenwald disclaims the beneficial ownership of the securities
beneficially owned by Paramount except to the extent of his
pecuniary interest therein, if any.
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 14, 2003
New York, NY
By:/s/ Lindsay A. Rosenwald, M.D.
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Name: Lindsay A. Rosenwald, M.D.
Title: Chairman and Chief Executive
Officer
Paramount Capital Asset
Management, Inc.
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