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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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 JUNE 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
JUNE 30, 2003
Table of Contents
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Statements of Financial Condition (unaudited) at June
30, 2003 and December 31, 2002 2
Statements of Operations
(unaudited) for the three months and six months ended
June 30, 2003 and 2002 3
Statement of Changes in Partners' Capital (Deficit)
(unaudited) for the six months ended June 30, 2003 4
Statements of Cash Flows
(unaudited) for the six months ended June 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)
June 30, December 31,
2003 2002
- ----------------------------------------------------------------------------------------
Assets:
Marketable securities, at market value $ 2,661,806 $ 1,907,451
=============== =============
Liabilities and partners' capital:
Accrued liabilities $ 61,912 $ 82,829
Partners' capital 2,599,894 1,824,622
--------------- -------------
Total liabilities and partners' capital $ 2,661,806 $ 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 June 30, 2003 2002
- --------------------------------------------------------------------------------------------------------------------
Revenues:
Interest income $ 299 $ 1,271
Unrealized appreciation (depreciation) of marketable securities 537,895 (1,938,071)
----------------- -----------------
538,194 (1,936,800)
----------------- -----------------
Expenses:
General and administrative costs 45,986 53,341
----------------- -----------------
Net income (loss) $ 492,208 $ (1,990,141)
================= =================
Net income (loss) per partnership unit:
Limited partners (based on 50,000 units) $ 9.75 $ (39.40)
General partner $ 4,922.08 $ (19,901.41)
- --------------------------------------------------------------------------------------------------------------------
For the six months ended June 30, 2003 2002
- --------------------------------------------------------------------------------------------------------------------
Revenues:
Interest income $ 714 $ 2,586
Unrealized appreciation (depreciation) of marketable securities 869,870 (2,575,347)
----------------- -----------------
870,584 (2,572,761)
----------------- -----------------
Expenses:
General and administrative costs 95,312 82,717
----------------- -----------------
Net income (loss) $ 775,272 $ (2,655,478)
================= =================
Net income (loss) per partnership unit:
Limited partners (based on 50,000 units) $ 15.35 $ (52.58)
General partner $ 7,752.72 $ (26,554.78)
- --------------------------------------------------------------------------------------------------------------------
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 six months ended June 30, 2003 Partners Partner Total
- ------------------------------------------------------------------------------------------------------------
Balance at January 1, 2003 $ 3,360,940 $ (1,536,318) $ 1,824,622
Net income 767,519 7,753 775,272
----------------- ----------------- ----------------
Balance at June 30, 2003 $ 4,128,459 $ (1,528,565) $ 2,599,894
================= ================= ================
- ------------------------------------------------------------------------------------------------------------
See notes to financial statements.
4
PAINEWEBBER R&D PARTNERS III, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
(unaudited)
For the six months ended June 30, 2003 2002
- --------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income (loss) $ 775,272 $ (2,655,478)
Adjustments to reconcile net income (loss) to
cash provided by operating activities:
Unrealized (appreciation) depreciation of marketable securities (869,870) 2,575,347
Decrease in operating asset:
Marketable securities 115,515 100,108
Decrease in operating liabilities:
Accrued liabilities (20,917) (19,977)
----------------- -----------------
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 six months ended
June 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 June 30, 2003, and for the periods
ended June 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 June 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 report on Form 10-Q for the quarter ended March 31,
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 June 30, 2003 is $1,600 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 six months ended June
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 June 30,
2003, the cumulative profits of the Partnership were $801 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:
JUNE 30, 2003 DECEMBER 31, 2002
------------------------------ -----------------------------
CARRYING ----------- CARRYING
VALUE COST VALUE COST
----------- ----------- ----------- ----------
Money market fund $ 116,500 $ 116,500 $ 232,014 $ 232,014
Genzyme Molecular Oncology 646,609
(461,091 common shares) -- -- 806,910
Genzyme General Division 1,091,094 646,609 -- --
(26,065 common shares)
Repligen Corporation
(285,700 common shares) 1,454,212 901,433 868,527 901,433
----------- ----------- ----------- ----------
$ 2,661,806 $ 1,664,542 $ 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 exchanged for 0.05653 shares of Genzyme General Division ("GENZ") common
stock. The exchange of GMO shares was based on 130% of the average of the 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 June 30, 2003, the market value
of the Partnership's investment of 26,065 shares of GENZ was $1,091,094 ($41.86
per share) as compared to the market value of its investment in 461,091 shares
of GMO as of March 31, 2003 and December 31, 2002 of $673,194 and $806,910,
respectively. The Partnership recognized unrealized appreciation on its
investment in GENZ for the three months and six months ended June 30, 2003, of
$417,900 and $284,184, respectively. As of June 30, 2002, the market value of
GMO was $2.52 per share. The carrying value at March 31, 2002 and December 31,
2001 was $5.80 and $8.00 per share, respectively. For the three months and six
months ended June 30, 2002, the Partnership recognized unrealized depreciation
on its investment of 461,091 shares of GMO in the amounts of $1,512,378 and
$2,526,778, respectively.
The market value of Repligen Corporation ("Repligen") as of June 30,
2003, was $5.09 per share increasing from $4.67 per share as of March 31, 2003
and $3.04 per share as of December 31, 2002. The Partnership recognized
unrealized appreciation on its investment of 285,700 shares of $119,994 for the
three months ended June 30, 2003, and $585,685 for the six months then ended. As
of June 30, 2002, the market value of Repligen was $2.26 per share as compared
to a carrying value as of March 31, 2002, of $3.75 per share. The Partnership
recognized unrealized depreciation for the quarter ended June 30, 2002, of
$425,693. The carrying value of Repligen as of December 31, 2001, was $2.43 per
share resulting in the recognition of unrealized depreciation in the amount of
$48,569 for the six months ended June 30, 2002.
8
PAINEWEBBER R&D PARTNERS III, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
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;
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
June 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.
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
$2.6 million at June 30, 2003 resulting from the recognition of net income of
$0.8 million for the six months ended June 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 $2.7
million at June 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 JUNE 30, 2003 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
2002:
Net income (loss) for the quarters ended June 30, 2003 and 2002 was
$492,208 and $(1,990,141), respectively. The variance resulted from the
favorable change in unrealized appreciation of marketable securities.
The Partnership recognized unrealized appreciation (depreciation) of
marketable securities of $537,895 and $(1,938,071) for the three months ended
June 30, 2003 and 2002, respectively. The market value of Repligen increased
from $4.67 per share as of March 31, 2003, to $5.09 per share as of June 30,
2003. The Partnership recognized unrealized appreciation on its investment
285,700 shares in the amount of $119,994. 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 this date was
$1,091,094 ($41.86 per share) as compared to a market value of its investment in
GMO as of March 31, 2003, of $673,194. The Partnership recognized unrealized
appreciation for the quarter ended June 30, 2003, of $417,900. The market value
of Repligen as of June 30, 2002 was $2.26 per share as compared to $3.75 per
share as of March 31, 2002, resulting in unrealized depreciation of $425,693 for
the three months ended June 30, 2002. GMO's market value as of June 30, 2002 and
March 31, 2002, was $2.52 per share and $5.80 per share, respectively, resulting
in the recognition of unrealized depreciation of $1,512,378.
There were no material variances in expenses for the three months ended
June 30, 2003 as compared to the same period in 2002.
SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2002:
For the six months ended June 30, 2003, the Partnership recognized net
income of $775,272 as compared to a net loss of $(2,655,478) 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 $869,870 for the
six months ended June 30, 2003. The fair value of the Partnership's investment
in Repligen increased from $3.04 per share as of December 31, 2002, to $5.09 per
share as of June 30, 2003, resulting in the recognition of unrealized
appreciation of $585,685 on its investment of 285,700 shares for this period. On
June 30, 2003, the Partnership's investment of 461,091 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 June 30, 2003, of $1,091,094. The Partnership recognized unrealized
appreciation of $284,184 for the six months ended June 30, 2003. For the six
months ended June 30,
10
RESULTS OF OPERATIONS - (CONTINUED)
SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2002:
2002, the Partnership recognized unrealized depreciation of $2,575,347 on its
investments in GMO and Repligen. GMO's fair value decreased from $8.00 per share
as of December 31, 2001, to $2.52 per share as of June 30, 2002, resulting in
unrealized depreciation for the six months ended June 30, 2002, on the
Partnership's investment of 461,091 shares in the amount of $2,526,778.
Repligen's fair value as of June 30, 2002, was $2.26 per share as compared to
$2.43 per share as of December 31, 2001. The Partnership recognized unrealized
depreciation of $48,569 for the six months ended June 30, 2002.
There were no material variances in expenses for the six months ended
June 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 June 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
25,026 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
June 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 June 30, 2003 $2,545,306 30% increase $3,308,898 $3,379,862
30% decrease $1,781,714 $1,819,926
As of June 30, 2002 $1,807,631 30% increase $2,349,920 $2,646,064
30% decrease $1,265,342 $1,424,804
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 11th day of
August, 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