-----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, M0hHsc5xwkz9H1JFGVKPsv28fQD9qWF0SgIrXeMA/EeN0pkmxzIo9maCIFUl9Z2y hWqAK3dvbmLMs9L27sul0A== 0000891554-99-002024.txt : 19991101 0000891554-99-002024.hdr.sgml : 19991101 ACCESSION NUMBER: 0000891554-99-002024 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991029 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACCESS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000318306 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 830221517 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-33655 FILM NUMBER: 99737003 BUSINESS ADDRESS: STREET 1: 2600 N STEMMONS FRWY STREET 2: STE 176 CITY: DALLAS STATE: TX ZIP: 75207 BUSINESS PHONE: 2149055100 MAIL ADDRESS: STREET 1: 2600 N STEMMONS FRWY STREET 2: STE 210 CITY: DALLAS STATE: TX ZIP: 75207 FORMER COMPANY: FORMER CONFORMED NAME: CHEMEX PHARMACEUTICALS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CHEMEX CORP/WY DATE OF NAME CHANGE: 19831102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STONE RICHARD CENTRAL INDEX KEY: 0001063028 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SUNRISE SECURITIES STREET 2: 135 EAST 57TH STREET 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934 ACCESS PHARMACEUTICALS, INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE (TITLE OF CLASS OF SECURITIES) 00431M100 (CUSIP Number) Adam Eilenberg, Esq. Ehrenreich Eilenberg Krause & Zivian LLP 11 East 44th Street, 11th Floor New York, NY 10017 (212) 986-9700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 20, 1999 (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(b)(3) or (4), check the following box: [_] NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). SCHEDULE 13D =================== CUSIP NO. 00431M100 =================== 1 Name of Reporting Persons Richard Stone S.S. or I.R.S. Identification No. of Above Person ________________________________________________________________________________ 2 Check the Appropriate Box If a Member (a) [_] of a Group (b) [_] ________________________________________________________________________________ 3 SEC Use Only ________________________________________________________________________________ 4 Source of Funds 00, PF ________________________________________________________________________________ 5 Check Box If Disclosure of Legal Proceedings is Required Pursuant [_] to Items 2(D) or 2(E) ________________________________________________________________________________ 6 Citizenship or Place of Organization USA ________________________________________________________________________________ 7 Sole Voting Power 677,964, including 184,786 shares issuable upon Number of exercise of warrants Shares _________________________________________________________________ Beneficially 8 Shared Voting Power 0 Owned by Each Reporting _________________________________________________________________ Person With 9 Sole Dispositive Power 677,964, including 184,786 shares issuable upon exercise of warrants _________________________________________________________________ 10 Shared Dispositive Power 0 ________________________________________________________________________________ 11 Aggregate Amount Beneficially 677,964 Owned by Each Reporting Person ________________________________________________________________________________ 12 Check Box If the Aggregate Amount [_] in Row (11) Excludes Certain Shares ________________________________________________________________________________ 13 Percent of Class Represented by 10.9% Amount in Row (11) ________________________________________________________________________________ 14 Type of Reporting Person IN ________________________________________________________________________________ Item 1. Security and Issuer. The title of the class of equity securities to which this statement relates is the common stock, $.01 par value per share (the "Common Stock"), of Access Pharmaceuticals, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 2600 Stemmons Freeway, Suite 176, Dallas, Texas 75207. Item 2. Identity and Background. (a) The name of the person filing this Schedule 13D is Richard Stone. (b) The business address of Mr. Stone is c/o Sunrise Securities Corp., 135 East 57th Street, 11th Floor, New York, New York 10022. (c) Mr. Stone is a Managing Director of Sunrise Securities Corp., a registered broker-dealer. (d) Mr. Stone has not been convicted during the past five years in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Stone has not been, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not and is not 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) Mr. Stone is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. In addition to the shares previously reported on his Form 13D dated September 23, 1998, Mr. Stone purchased 125,000 shares of Common Stock in connection with a private placement of shares on July 20, 1999. The purchase price was $2.00 per share, paid out of his personal funds. In addition, in consideration for his role in arranging this private placement, Mr. Stone received 101,125 shares of Common Stock and warrants to purchase 86,313 shares at an exercise price of $2.00 per share. These warrants expire in 2004. In connection with the July 1999 merger between the Company and Virolgix Corporation, Mr. Stone received 84,315 shares in exchange for his shares in Virologix Corporation. Mr. Stone purchased, for his own account and on behalf of his Keogh account, an aggregate of 59,334 shares of Common Stock on the open market between October 24, 1998 and August 5, 1999. The purchase prices ranged from $2.00 to $3.50 per share and were paid out of Mr. Stone's personal funds. Item 4. Purpose of Transaction. Such acquisitions of securities were made for investment purposes. Except as provided herein, Mr. Stone has no plans or proposals which would relate to or would result in: (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; (c) a sale or transfer of a material amount of assets of the Company; (d) any change in the present board of directors or management of the Company; (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 cease to be authorized to be quoted on 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 Act of 1933; or (j) any action similar to those enumerated above. Item 5. Interest in Securities of the Issuer. See Items 7 through 11 on the cover page Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. In connection with the private offerings described in Item 3, Mr. Stone received Warrants to purchase an aggregate of 86,313 shares of Common Stock at an exercise price of $2.00 per share which expire in August 2004. Such Warrants grant Mr. Stone certain "piggyback" registration rights as to such shares of Common Stock. Item 7. Materials to be Filed as Exhibits. None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, correct and complete. Dated: October 29, 1999 /s/ Richard Stone ---------------------------- Richard Stone -----END PRIVACY-ENHANCED MESSAGE-----