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UNITED STATES
SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934.
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934.
FOR THE TRANSITION PERIOD FROM ______ TO ______
Commission File Number 33-35938
PAINEWEBBER R&D PARTNERS III, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3588219
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10019
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212) 713-2000
--------------------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
--------------------------------
SPECIAL NOTE REGARDING
FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Except for the historical information
contained herein, the matters discussed herein are forward-looking statements.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or achievements
of PaineWebber R&D Partners III, L.P. or industry results to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, among others,
the following: general economic and business conditions; fluctuations in the
value of securities for which only a limited, or no, public market exists;
dependence on the development of new technologies; dependence on timely
development and introduction of new and competitively priced products; the need
for regulatory approvals; the Sponsor Companies (hereinafter defined) having
insufficient funds to commercialize products to their maximum potential; the
restructuring of Sponsor Companies; the dependence of PaineWebber R&D Partners
III, L.P. on the skills of certain scientific personnel; and the dependence of
PaineWebber R&D Partners III, L.P. on the General Partner (hereinafter defined).
PAINEWEBBER R&D PARTNERS III, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
FORM 10-Q
SEPTEMBER 30, 2003
Table of Contents
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Statements of Financial Condition (unaudited) at
September 30, 2003 and December 31, 2002 2
Statements of Operations
(unaudited) for the three months and nine months ended
September 30, 2003 and 2002 3
Statement of Changes in Partners' Capital (Deficit)
(unaudited) for the nine months ended September 30, 2003 4
Statements of Cash Flows
(unaudited) for the nine months ended September 30,
2003 and 2002 5
Notes to Financial Statements
(unaudited) 6-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10 - 11
Item 3. Quantitative and Qualitative Disclosures about Market 12
Risks
Item 4. Controls and Procedures 12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
Certifications 15-18
All schedules are omitted either because they are not applicable or the
information required to be submitted has been included in the financial
statements or notes thereto.
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- -----------------------------
PAINEWEBBER R&D PARTNERS III, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
STATEMENTS OF FINANCIAL CONDITION
(unaudited)
September 30, December 31,
2003 2002
- --------------------------------------------------------------------------------
Assets:
Marketable securities, at market value $2,821,552 $1,907,451
========== ==========
Liabilities and partners' capital:
Accrued liabilities $ 102,970 $ 82,829
Partners' capital 2,718,582 1,824,622
---------- ----------
Total liabilities and partners' capital $2,821,552 $1,907,451
========== ==========
- --------------------------------------------------------------------------------
See notes to financial statements.
2
PAINEWEBBER R&D PARTNERS III, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
(unaudited)
For the three months ended September 30, 2003 2002
- --------------------------------------------------------------------------------
Revenues:
Interest income $ 151 $ 1,002
Unrealized appreciation (depreciation)
of marketable securities 201,698 (708,326)
----------- -----------
201,849 (707,324)
----------- -----------
Expenses:
General and administrative costs 83,161 41,821
----------- -----------
Net income (loss) $ 118,688 $ (749,145)
=========== ===========
Net income (loss) per partnership unit:
Limited partners (based on 50,000 units) $ 2.35 $ (14.83)
General partner $ 1,186.88 $ (7,491.45)
================================================================================
For the nine months ended September 30, 2003 2002
- --------------------------------------------------------------------------------
Revenues:
Interest income $ 865 $ 3,588
Unrealized appreciation (depreciation)
marketable securities 1,071,568 (3,283,673)
----------- -----------
1,072,433 (3,280,085)
----------- -----------
Expenses:
General and administrative costs 178,473 124,538
----------- -----------
Net income (loss) $ 893,960 $(3,404,623)
=========== ===========
Net income (loss) per partnership unit:
Limited partners (based on 50,000 units) $ 17.70 $ (67.41)
General partner $ 8,939.60 $(34,046.23)
- --------------------------------------------------------------------------------
See notes to financial statements
3
PAINEWEBBER R&D PARTNERS III, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(unaudited)
Limited General
For the nine months ended September 30, 2003 Partners Partner Total
- ------------------------------------------------------------------------------------------
Balance at January 1, 2003 $ 3,360,940 $(1,536,318) $ 1,824,622
Net income 885,020 8,940 893,960
----------- ----------- -----------
Balance at September 30, 2003 $ 4,245,960 $(1,527,378) $ 2,718,582
=========== =========== ===========
- ------------------------------------------------------------------------------------------
See notes to financial statements.
4
PAINEWEBBER R&D PARTNERS III, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
(unaudited)
For the nine months ended September 30, 2003 2002
- --------------------------------------------------------------------------------
Cash flows from operating activities:
Net income (loss) $ 893,960 $(3,404,623)
Adjustments to reconcile net income (loss)
to cash provided by operating activities:
Unrealized (appreciation) depreciation
of marketable securities (1,071,568) 3,283,673
Decrease in operating assets:
Marketable securities 157,467 152,543
Increase (decrease) in operating liabilities:
Accrued liabilities 20,141 (31,593)
----------- -----------
Cash provided by operating activities -- --
----------- -----------
Cash flows from financing activities:
Distributions to partners -- --
----------- -----------
Cash at beginning of period -- -
----------- -----------
Cash at end of period $ -- $ --
=========== ===========
- --------------------------------------------------------------------------------
Supplemental disclosure of cash flow information:
The Partnership paid no cash for interest or taxes during the nine months ended
September 30, 2003 and 2002.
- --------------------------------------------------------------------------------
See notes to financial statements.
5
PAINEWEBBER R&D PARTNERS III, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND BUSINESS
The financial information as of September 30, 2003, and for the periods
ended September 30, 2003 and 2002 is unaudited. However, in the opinion of
management of PaineWebber R&D Partners III, L.P. (the "Partnership"), such
information includes all adjustments, consisting only of normal recurring
accruals, necessary for a fair presentation. The results of operations reported
for the interim periods ended September 30, 2003, are not necessarily indicative
of results to be expected for the year ended December 31, 2003. These financial
statements should be read in conjunction with the most recent annual report of
the Partnership on Form 10-K for the year ended December 31, 2002, and the
previously issued quarterly reports on Forms 10-Q for the quarters ended March
31, 2003 and June 30, 2003.
The Partnership is a Delaware limited partnership that commenced
operations on June 3, 1991. Paine Webber Development Corporation ("PWDC" or the
"General Partner"), an indirect, wholly-owned subsidiary of UBS Americas Inc. is
the general partner and manager of the Partnership. The Partnership will
terminate on December 15, 2015, unless its term is extended or reduced by the
General Partner.
The principal objective of the Partnership has been to provide
long-term capital appreciation to investors through investing in the development
and commercialization of new products with technology and biotechnology
companies ("Sponsor Companies"), which have been expected to address significant
market opportunities. The Partnership has been engaged in diverse product
development projects (the "Projects") including product development contracts,
participation in other partnerships and investments in securities of Sponsor
Companies. Once the product development phase has been completed, the Sponsor
Companies have had the option to license and commercialize the products
resulting from the product development project, and the Partnership has had the
right to receive payments based upon the sale of such products.
6
PAINEWEBBER R&D PARTNERS III, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(NOTE 1 CONTINUED)
The following table sets forth the proportion of each distribution to
be received by limited partners of the Partnership (the "Limited Partners") and
the General Partner (collectively, the "Partners"). All distributions to the
individual Limited Partners have been made pro rata in accordance with their
individual capital contributions.
LIMITED GENERAL
PARTNERS PARTNER
-------- -------
I. Until the value of the aggregate distributions for each limited
partnership unit ("Unit") equals $1,000 plus simple interest on such
amount accrued at 5% per annum ("Contribution Payout") Contribution
Payout as of September 30, 2003 is $1,612 per
Unit..................................................................... 99% 1%
II. After Contribution Payout and until the value of the aggregate
distributions for each Unit equals $5,000 ("Final Payout")............... 80% 20%
III. After Final Payout....................................................... 75% 25%
Aggregate distributions per Unit reached Contribution Payout as of June
30, 2000. As a result, the General Partner will be allocated 20% of future cash
distributions until Final Payout. For the three months and nine months ended
September 30, 2003, the Partnership made no cash distributions. As of this date,
the Partnership has made cash and security distributions, as valued on the dates
of distribution, since inception of $1,483 and $98 per Unit, respectively.
Profits and losses of the Partnership are allocated as follows: (i)
until cumulative profits and losses for each Unit equals Contribution Payout,
99% to Limited Partners and 1% to the General Partner, (ii) after Contribution
Payout and until cumulative profits and losses for each unit equals Final
Payout, 80% to Limited Partners and 20% to the General Partner, and (iii) after
Final Payout, 75% to Limited Partners and 25% to the General Partner. As of
September 30, 2003, the cumulative profits of the Partnership were $803 per
Unit.
Pursuant to the terms of the Agreement of Limited Partnership, upon
termination of the Partnership, the General Partner is required to pay to the
Partnership an amount in cash equal to the debit balance in the General
Partner's capital account. Such amount then becomes part of the assets of the
Partnership.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements are prepared in conformity with accounting
principles generally accepted in the United States which require management to
make certain estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ from
those estimates.
Marketable securities consist of a money market fund and common stock
which are recorded at market value. Marketable securities are not considered
cash equivalents for the Statements of Cash Flows.
7
PAINEWEBBER R&D PARTNERS III, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(NOTE 2 CONTINUED)
Realized and unrealized gains or losses are generally determined on a
specific identification method and are reflected in the Statements of Operations
during the period in which the sale or change in value occurs.
3. MARKETABLE SECURITIES
The Partnership held the following marketable securities at:
SEPTEMBER 30, 2003 DECEMBER 31, 2002
------------------------------ ------------------------------
CARRYING CARRYING
VALUE COST VALUE COST
------------ ----------- ------------- ------------
Money market fund $ 74,547 $ 74,547 $ 232,014 $ 232,014
Genzyme Molecular Oncology
(461,091 common shares) -- -- 806,910 646,609
Genzyme General
Division (26,065 1,207,083 646,609 -- --
common shares)
Repligen 1,539,922 901,433 868,527 901,433
------------ ----------- ------------- ------------
(285,700 common shares)
$ 2,821,552 $ 1,622,589 $ 1,907,451 $ 1,780,056
============ =========== ============= ============
In accordance with Genzyme Corporation's decision to eliminate its
tracking stock structure and pursuant to its Restated Articles of Organization,
on June 30, 2003, each share of Genzyme Molecular Oncology ("GMO") common stock
was converted to 0.05653 shares of Genzyme General Division ("GENZ") common
stock. The exchange of GMO shares was based on 130% of the average daily closing
prices for GMO for the twenty consecutive business days commencing May 8, 2003.
Gains associated with the exchange, as well as changes in the market value of
the shares have been included in unrealized appreciation of marketable
securities in the Statement of Operations. As of September 30, 2003, the market
value of the Partnership's investment of 26,065 shares of GENZ was $46.31 per
share as compared to the market value of its investment as of June 30, 2003 of
$41.86 per share resulting in the recognition of unrealized appreciation of
$115,989 for the three months ended September 30, 2003. The market value of the
Partnership's investment of 461,091 shares as of December 31, 2002 was $806,910
resulting in the recognition of unrealized appreciation for the nine months
ended September 30, 2003 of $400,173. The Partnership recognized unrealized
depreciation on its investment in GMO for the three months and nine months ended
September 30, 2002, of $705,469 and $3,232,248, respectively. As of September
30, 2002, the market value of the Partnership's investment of 461,091 GMO shares
was $0.99 per share. The carrying value at June 30, 2002 and December 31, 2001
was $2.52 and $8.00 per share, respectively.
The market value of Repligen Corporation ("Repligen") as of September
30, 2003, was $5.39 per share increasing from $5.09 per share as of June 30,
2003 and $3.04 per share as of December 31, 2002. The Partnership recognized
unrealized appreciation on its investment of 285,700 shares in the amount of
$85,710 for the three months ended September 30, 2003, and $671,395 for the nine
months then ended. As of September 30, 2002, the market value of Repligen was
$2.25 per share as compared to a carrying value as of June 30, 2002, of $2.26
per share and as of December 31, 2001 of $2.43 per share.
8
PAINEWEBBER R&D PARTNERS III, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(NOTE 3 CONTINUED)
The Partnership recognized unrealized depreciation for the nine months ended
September 30, 2002, of $51,426.
4. RELATED PARTY TRANSACTIONS
The money market fund invested in by the Partnership is managed by an
affiliate of UBS Financial Services Inc. ("UBS FS"; formerly, UBS PaineWebber
Inc).
PWDC and UBS FS, and their affiliates, have acted in an investment
banking capacity for several of the Sponsor Companies. In addition, PWDC and its
affiliates have direct limited partnership interests in some of the same product
development limited partnerships as the Partnership.
5. PRODUCT DEVELOPMENT PROJECTS
Of the Partnership's seven original Projects, the Partnership continues
to own an interest in two Projects: a $6.0 million investment in Alkermes
Clinical Partners, L.P., a $46.0 million limited partnership formed to fund the
development, clinical testing, manufacturing and marketing of Receptor-Mediated
Permeabilizers for use in the treatment of diseases of the brain and central
nervous system by enabling the delivery of drugs across the blood brain barrier
(see Note 7); and a $6.0 million investment in Cephalon Clinical Partners, L.P.,
a $45.0 million limited partnership formed to fund the development, clinical
testing, manufacturing and marketing of Myotrophin(TM) for use in the treatment
of amyotrophic lateral sclerosis and certain other peripheral neuropathies. As
of September 30, 2003 the Partnership is carrying these investments at zero.
If the Projects produce any product for commercial sale, the Sponsor
Companies have the option to license the Partnership's technology to manufacture
and market the products developed. In addition, the Sponsor Companies have the
option to purchase the Partnership's interest in the technology.
6. INCOME TAXES
The Partnership is not subject to federal, state or local income taxes.
Accordingly, individual Partners are required to report their distributive share
of realized income or loss on their respective federal and state income tax
returns.
7. SUBSEQUENT EVENT
In October 2003 the general partner of Alkermes Clinical Partners, L.P.
("ACP"), on behalf of ACP, solicited proxies from the limited partners of ACP
for their consideration and vote upon the proposed termination, liquidation and
dissolution of ACP. The general partner of ACP has determined the proposed
termination to be in the best interest of ACP and its limited partners. If ACP
is terminated, there will be no liquidating distribution to ACP's limited
partners (including the Partnership).
In November 2003, the General Partner of the Partnership voted the
Partnership's interest in ACP in favor of the termination.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
LIQUIDITY AND CAPITAL RESOURCES
Partners' capital increased from $1.8 million at December 31, 2002 to
$2.7 million at September 30, 2003 resulting from the recognition of net income
of $0.9 million for the nine months ended September 30, 2003 (as discussed in
the Results of Operations below).
The Partnership's funds are invested in a money market fund and
marketable securities until cash is needed for the payment of ongoing management
and administrative expenses incurred or remittance of cash distributions to
Partners. Liquid assets increased from $1.9 million at December 31, 2002 to $2.8
million at September 30, 2003 resulting primarily from an increase in the market
values of marketable securities held as of these dates.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2002:
Net income (loss) for the quarters ended September 30, 2003 and 2002
was $118,688 and $(749,145), respectively. The variance resulted primarily from
the favorable change in unrealized appreciation of marketable securities.
The Partnership recognized unrealized appreciation (depreciation) of
marketable securities of $201,698 and $(708,326) for the three months ended
September 30, 2003 and 2002, respectively. The market value of Repligen
increased from $5.09 per share as of June 30, 2003, to $5.39 per share as of
September 30, 2003. The Partnership recognized unrealized appreciation on its
investment of 285,700 shares in the amount of $85,710. On June 30, 2003, the
Partnership's investment of 461,091 shares of GMO was exchanged for 26,065
shares of GENZ. The market value of the Partnership's investment in GENZ as of
June 30, 2003 was $41.86 per share as compared to a market value as of September
30, 2003, of $46.31. The Partnership recognized unrealized appreciation for the
quarter ended September 30, 2003, of $115,989. The market value of Repligen as
of September 30, 2002 was $2.25 per share as compared to $2.26 per share as of
June 30, 2002. GMO's market value as September 30, 2002 and June 30, 2002, was
$0.99 per share and $2.52 per share, respectively, resulting in the recognition
of unrealized depreciation of $705,469.
There were no material variances in expenses for the three months ended
September 30, 2003 as compared to the same period in 2002.
NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 2002:
For the nine months ended September 30, 2003, the Partnership
recognized net income of $893,960 as compared to a net loss of $3,404,623 for
this same period in 2002. The variance results from a favorable change in
unrealized appreciation of marketable securities.
The Partnership recognized unrealized appreciation of $1,071,568 for
the nine months ended September 30, 2003. The fair value of the Partnership's
investment in Repligen increased from $3.04 per share as of December 31, 2002,
to $5.39 per share as of September 30, 2003, resulting in the recognition of
unrealized appreciation of $671,395 on its investment of 285,700 shares for this
period. On June 30, 2003, the Partnership's investment of 416,061 shares of GMO
was exchanged for 26,065 shares of GENZ. The carrying value of the GMO shares as
of December 31, 2002 was $806,910 as compared to a fair value of the GENZ shares
as of September 30, 2003, of $1,207,083. The Partnership recognized unrealized
appreciation of $400,173 for the nine months ended September, 2003.
10
RESULTS OF OPERATIONS - (CONTINUED)
For the nine months ended September 30, 2002, the Partnership recognized
unrealized depreciation of $3,283,673 on its investments in GMO and Repligen.
GMO's fair value decreased from $8.00 per share as of December 31, 2001, to
$0.99 per share as of September 30, 2002, resulting in unrealized depreciation
for the nine months ended September 30, 2002, on the Partnership's investment of
461,091 shares in the amount of $3,232,248. Repligen's fair value as of
September 30, 2002, was $2.25 per share as compared to $2.43 per share as of
December 31, 2001. The Partnership recognized unrealized depreciation of $51,426
for the nine months ended September 30, 2002.
There were no material variances in expenses for the nine months ended
September 30, 2003 and compared to the same period in 2002.
CRITICAL ACCOUNTING POLICIES
The General Partner makes judgements in valuing its investments in
product development projects. (See Note 5 of the "Notes to Financial Statements"
included in this filing on Form 10-Q.) The General Partner's judgement involves
estimating the prospect of the Projects producing a commercially viable product.
These estimates are based on the General Partner's experience in evaluating
similar investments, publicly available information from the Sponsor Companies
and other sources the General Partner considers reliable. Based on these
estimates, as of September 30, 2003, the Partnership is carrying its investments
in product development projects at zero.
11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Substantially all of the Partnership's non-cash assets consist of
26,065 shares of GENZ and 285,700 shares of Repligen. The Partnership acquired
these shares in connection with its investments in Projects. The Partnership
holds these shares until cash is needed for the payment of Partnership expenses
or to make cash distributions to the Partners.
The carrying values of investments subject to equity price risks are
based on quoted market prices as of the balance sheet dates. Market prices are
subject to fluctuation and, consequently, the amount realized in the subsequent
sale of an investment may significantly differ from the reported market value.
Fluctuation in the market price of a security may result from perceived changes
in the underlying economic characteristics of the issuer, the relative price of
alternative investments and general market conditions. Furthermore, amounts
realized in the sale of a particular security may be affected by the relative
quantity of the security being sold.
The table below summarizes the Partnership's equity price risks as of
September 30, 2003 and 2002 and shows the effects of a hypothetical 30% increase
and a 30% decrease in market prices as of those dates. The selected hypothetical
change does not reflect what could be considered the best or worst case
scenarios. Indeed, results could be far worse due to the nature of the equity
markets.
ESTIMATED ESTIMATED
MARKET VALUE AFTER PARTNERS' CAPITAL
HYPOTHETICAL HYPOTHETICAL AFTER HYPOTHETICAL
MARKET VALUE PRICE CHANGE CHANGE IN PRICE CHANGE IN PRICE
------------ ------------ ------------------- ------------------
As of September 30, 2003 $2,747,005 30% increase $3,571,107 $3,542,684
30% decrease $1,922,904 $1,894,481
As of September 30, 2002 $1,099,305 30% increase $1,429,096 $1,616,080
30% decrease $ 769,513 $ 956,497
ITEM 4. CONTROLS AND PROCEDURES
(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The President and
Principal Financial Officer of the General Partner, after evaluating
the effectiveness of the Partnership's disclosure controls and
procedures (as defined in the Securities Exchange Act of 1934 Rules
13a-14(c) and 15d-14(c) as of a date within 90 days of the filing date
of this Quarterly Report on Form 10-Q (the "Evaluation Date")), have
concluded that as of the Evaluation Date, the Partnership's disclosure
controls and procedures were adequate and effective to ensure that
material information relating to the Partnership would be made known to
them by others within the General Partner, or its affiliates
particularly during the period in which this Quarterly Report on Form
10-Q was being prepared.
(b) CHANGES IN INTERNAL CONTROLS. There were no significant changes in the
Partnership's internal controls or in other factors that could
significantly affect the Partnership's internal controls subsequent to
the date of their evaluation, nor any significant deficiencies or
material weaknesses in such internal controls requiring corrective
actions. As a result, no corrective actions were taken.
12
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) EXHIBITS:
31.1 Chief Executive Officer - Certification pursuant to
Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
31.2 Chief Financial Officer - Certification pursuant to
Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
32.1 Chief Executive Officer - Certification pursuant to
Rule 13a-14(b) or Rule 15d-14(b) of the Securities
Exchange Act of 1934 and 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
32.2 Chief Financial Officer - Certification pursuant to
Rule 13a-14(b) or Rule 15d-14(b) of the Securities
Exchange Act of 1934 and 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
b) REPORTS ON FORM 8-K:
None
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on this 14th day of
November, 2003.
PAINEWEBBER R&D PARTNERS III, L.P.
By: PaineWebber Development Corporation
(General Partner)
By: /s/ Stephen R. Dyer
-----------------------------
Stephen R. Dyer
President
By: /s/ Robert J. Chersi
-----------------------------
Robert J. Chersi
Principal Financial and Accounting Officer
14