-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RRxqXLF3sns6dlTzbhjPargPz29WxKFvLSxv47On7FqGHmUaINTnI9f8lRv4v4Pb ltWQWHXKEkY27fS8PnS9zg== /in/edgar/work/20000801/0000949353-00-000107/0000949353-00-000107.txt : 20000921 0000949353-00-000107.hdr.sgml : 20000921 ACCESSION NUMBER: 0000949353-00-000107 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000801 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRAXIS PHARMACEUTICALS INC/CN CENTRAL INDEX KEY: 0001064481 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 980173610 STATE OF INCORPORATION: UT FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-59377 FILM NUMBER: 683684 BUSINESS ADDRESS: STREET 1: #600-595 HORNBY STREET STREET 2: SUITE 430 CITY: VANVOUVER BC V6B 2X1 STATE: A1 BUSINESS PHONE: 6046465614 MAIL ADDRESS: STREET 1: #600-595 HORNBY STREET CITY: VAN COUVER BC STATE: A1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COWDEN WILLIAM CENTRAL INDEX KEY: 0001108490 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 56 URARBI VILLAGE STREET 2: DARLINGTON NSW AUSTRAILIA MAIL ADDRESS: STREET 1: 56 URARBI VILLAGE STREET 2: DARLINGTON NSW AUSTRAILIA SC 13D 1 0001.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT _______)* PRAXIS PHARMACEUTICALS INC. (Name of Issuer) COMMON STOCK, $.001 PAR VALUE (Title of Class of Securities) (CUSIP Number) FAY M. MATSUKAGE, ESQ., 455 SHERMAN STREET, #300, DENVER, CO 80203, 303-777-3737 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) FEBRUARY 21, 2000 (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 that 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 [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * 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). CUSIP NO. 74005X 10 7 PAGE 2 OF 5 SCHEDULE 13D 1 NAME OF REPORTING PERSON WILLIAM COWDEN S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Entities Only) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [ ] 4 SOURCE OF FUNDS (See Instructions) OO 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION AUSTRALIAN NUMBER OF 7 SOLE VOTING POWER SHARES 1,566,110 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,566,110 SHARES PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,566,110 Shares 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.64% 14 TYPE OF REPORTING PERSON* IN INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 OF 5 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP NO. 74005X 10 7 PAGE 3 OF 5 ITEM. 1 SECURITY AND ISSUER. The class of equity securities to which this Schedule 13D relates is the Common Stock, $.001 par value, of Praxis Pharmaceuticals Inc., a Utah corporation formerly known as Micronetics, Inc. (the "Issuer"). Its principal executive offices are located at 595 Hornby Street, Suite 600, Vancouver, British Columbia, V6C 1A4 Canada. ITEM 2. IDENTITY AND BACKGROUND. The person filing this statement is Dr. William B. Cowden. Dr. Cowden is an Australian citizen whose residence address is 56 Urambi Village, Darlington, NSW 2008 Australia. Dr. Cowden's principal occupation is Senior Research Fellow at the John Curtin School of Medical Research and Principal Scientific Advisor to Anutech Pty. Ltd., Canberra, Australia. During the past five years Dr. Cowden has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years Dr. Cowden has not been a party to a civil proceeding of a judicial or administrative body as a result of which a judgment, decree, or final order has been issued enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. As the result of a reverse acquisition transaction between Praxis Pharmaceuticals, Inc., a Nevada corporation ("Praxis-Nevada") and the Issuer, Dr. Cowden received 1,000,000 shares of common stock of the Issuer. ITEM 4. PURPOSE OF TRANSACTION. Dr. Cowden acquired 1,000,000 shares of Common Stock of the Issuer as part of the efforts of the Praxis-Nevada to gain control of this company. The Issuer issued a total of 5,000,000 shares of its common stock to the 13 shareholders of Praxis-Nevada. Immediately after the transaction, the shareholders of Praxis-Nevada held approximately 98% of the outstanding shares of the Issuer. Other than described above, Dr. Cowden has no other present plans or proposals which relate to or would result in: (1) a sale or transfer of a material amount of assets of the Issuer or any subsidiary thereof; (2) any material change in the present capitalization or divided policy of the Issuer; (3) changes in the Issuer's charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (4) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on NASDAQ; CUSIP NO. 74005X 10 7 PAGE 4 OF 5 (5) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act; or (6) any action similar to any of those enumerated above. Notwithstanding the foregoing, Dr. Cowden will continue to review his investment in the Issuer and reserves the right to change his intention with respect to any or all of such matters. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of February 21, 2000, Dr. Cowden owned of record 1,000,000 shares (8.5% of the Issuer's Common Stock, and had an option to purchase up to 566,110 shares of the Issuer's Common Stock. (b) As of February 21, 2000, Dr. Cowden had the sole power to vote and dispose of 1,000,000 shares (8.5%). (c) On December 9, 1999, the Issuer granted to Dr. Cowden 566,110 common stock options, exercisable immediately to purchase common stock of the Issuer at $.41 per share. Other than this transaction, during the sixty-day period preceding the filing of this Schedule 13D, none of the filing persons had any transactions in the stock of the Issuer, other than those described above in Item 3 and Item 4. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares owned by Dr. Cowden. (e) Dr. Cowden continues to be the beneficial owner of more than five percent of the outstanding common stock of the Issuer. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. 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. Date: July 21, 2000 /S/ WILLIAM B. COWDEN ------------------------ William B. Cowden -----END PRIVACY-ENHANCED MESSAGE-----