SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
Manhattan Pharmaceuticals, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
563118207
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(CUSIP Number)
Lester E. Lipschutz
Wolf, Block, Schorr and Solis-Cohen, LLP
1650 Arch Street, Philadelphia PA (215) 977-2046
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 1, 2005
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(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 Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box /__/.
(Page 1 of 6 Pages)
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CUSIP No. 563118207 Page 2 of 6 Pages
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1. NAME OF REPORTING PERSON: Lester E. Lipschutz
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/
(b) /__/
3. SEC USE ONLY
4. SOURCE OF FUNDS - OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) /__/
6. CITIZENSHIP OR PLACE OF ORGANIZATION - U.S.A.
NUMBER OF 7. SOLE VOTING POWER - 8,918,354
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER - 8,918,354
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER - 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 8,918,354
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 22.84%
14. TYPE OF REPORTING PERSON - IN
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CUSIP No. 563118207 Page 3 of 6 Pages
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D is filed in connection with the beneficial ownership
of the common stock, no par value (the "Common Stock"), of Manhattan
Pharmaceuticals, Inc., a Delaware corporation (the "Company"). The address of
the principal executive office of the Company is 810 Seventh Avenue, 4th Floor,
New York, New York 10019. This statement constitutes the initial filing of a
Schedule 13D with respect to the Common Stock beneficially owned by Lester E.
Lipschutz.
ITEM 2. IDENTITY AND BACKGROUND
1. (a) Name of person filing: Lester E. Lipschutz
(b) Business address: Wolf, Block, Schorr and Solis-Cohen, LLP,
1650 Arch Street, Philadelphia, PA 19103.
(c) Mr. Lipschutz's present principal occupation is an attorney.
(d) Mr. Lipschutz has not been convicted in any criminal
proceeding (excluding traffic violations or similar
misdemeanors) during the past five years.
(e) Mr. Lipschutz has not been a party during the past five years
to a civil proceeding of a judicial or administrative body of
competent jurisdiction or 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) Citizenship: U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Lipschutz serves as trustee of (i) the Rosenwald 2000 Family
Trusts, (ii) the Lindsay A. Rosenwald Alaska Irrevocable Indenture of Trust, and
(iii) the Lindsay A. Rosenwald Nevada Irrevocable Indenture of Trust, and
investment advisor of (i) the Lindsay A. Rosenwald 2000 (Delaware) Irrevocable
Indenture of Trust, and (ii) the Lindsay A. Rosenwald Rhode Island Irrevocable
Indenture (collectively, the "Trusts"). In his capacity as trustee or investment
advisor of the Trusts, Mr. Lipschutz filed a Schedule 13G on December 14, 2004
reporting that as of that date he was the beneficial owner of 3,982368 shares of
Common Stock held by the Trusts. Pursuant to a merger transaction, described in
Item 4, each of the Trusts obtained additional shares of Common Stock such that
Mr. Lipschutz, in his capacity as trustee or investment advisor of the Trusts,
may now be deemed the beneficial owner of 8,918,354 shares of Common Stock held
by the Trusts.
ITEM 4. PURPOSE OF TRANSACTION
Pursuant to an Agreement and Plan of Merger dated April 1, 2005 (the
"Agreement"), completed by the Company on April 1, 2005, the Company, acquired
Tarpan Therapeutics, Inc. ("Tarpan"), a privately- held, New York-based
pharmaceutical company (the "Merger"). In consideration for their shares of
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CUSIP No. 563118207 Page 4 of 6 Pages
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Tarpan capital stock and in accordance with the Agreement, the Tarpan
stockholders received a number of shares of Common Stock such that, the Tarpan
stockholders collectively received (or are entitled to receive) approximately
twenty percent of the Company's outstanding Common Stock on a fully-diluted
basis.
As a result of the Merger, (i) the Rosenwald 2000 Family Trusts, for
which Mr. Lipschutz serves as trustee, obtained 2,474,150 shares of Common
Stock; (ii) the Lindsay A. Rosenwald 2000 (Delaware) Irrevocable Indenture of
Trust, for which Mr. Lipschutz serves as investment advisor, obtained 616,975
shares of Common Stock; (iii) the Lindsay A. Rosenwald Alaska Irrevocable
Indenture of Trust, for which Mr. Lipschutz serves as a trustee, obtained
616,975 shares of Common Stock; (iv) the Lindsay A. Rhode Island Irrevocable
Indenture of Trust, for which Mr. Lipschutz serves as investment advisor,
obtained 616,975 shares of Common Stock; and (v) the Lindsay A. Rosenwald Nevada
Irrevocable Indenture of Trust, for Mr. Lipschutz serves as a trustee, obtained
616,975 shares of Common Stock.
Except as described above, at the present time, Mr. Lipschutz has no
specific plans or proposals that relate to or would result in any of the
following:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
an any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
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CUSIP No. 563118207 Page 5 of 6 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Lipschutz may be deemed the beneficial owner of 8,918,354
shares of Common Stock. Beneficial ownership consists of voting and dispositive
power over (i) 5,619,241 shares of Common Stock owned by the Rosenwald 2000
Family Trusts, for which Mr. Lipschutz serves as the trustee; (ii) 894,046
shares of Common Stock owned by the Lindsay A. Rosenwald 2000 (Delaware)
Irrevocable Indenture of Trust for which Mr. Lipschutz is investment advisor;
(iii) 894,046 shares of Common Stock owned by the Lindsay A. Rosenwald Alaska
Irrevocable Indenture of Trust for which Mr. Lipschutz serves as a trustee; (iv)
894,046, shares of Common Stock owned by the Lindsay A. Rosenwald Rhode Island
Irrevocable Indenture of Trust for which Mr. Lipschutz serves as investment
advisor; and (v) 616,975 shares of Common Stock owned by the Lindsay A.
Rosenwald Nevada Irrevocable Indenture of Trust for which Mr. Lipschutz serves
as a trustee. Mr. Lipschutz disclaims beneficial ownership of such shares.
(b) As trustee of (i) the Rosenwald 2000 Family Trusts, (ii) the
Lindsay A. Rosenwald Alaska Irrevocable Indenture of Trust, and (iii) the
Lindsay A. Rosenwald Nevada Irrevocable Indenture of Trust, and investment
advisor of (i) the Lindsay A. Rosenwald 2000 (Delaware) Irrevocable Indenture of
Trust, and (ii) the Lindsay A. Rosenwald Rhode Island Irrevocable Indenture, Mr.
Lipschutz has sole voting and dispositive power over 8,918,354 shares of the
Company's Common Stock.
(c) Not applicable.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of the
Company's Common Stock beneficially owned by Mr. Lipschutz.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as described herein, there are no contracts, arrangements,
understandings or relationships with respect to the securities of the Company to
which Mr. Lipschutz is a party.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Not Applicable.
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CUSIP No. 563118207 Page 6 of 6 Pages
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SIGNATURE
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.
Dated: April 8, 2005 /s/ Lester E. Lipschutz
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Lester E. Lipschutz