-----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, HD+sLcUb0YC925ogghTr2sWirlfZFbf59wo4+6PBdsKne/Hy7D2zEsGGmECdAa8E HjV6TLqHty+eFwYB6z5eog== 0001169232-02-002211.txt : 20021022 0001169232-02-002211.hdr.sgml : 20021022 20021022161915 ACCESSION NUMBER: 0001169232-02-002211 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STONE RICHARD CENTRAL INDEX KEY: 0001063028 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O SUNRISE SECURITIES STREET 2: 135 EAST 57TH STREET 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEMOXYMED INC CENTRAL INDEX KEY: 0000872947 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 391661164 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-55419 FILM NUMBER: 02795190 BUSINESS ADDRESS: STREET 1: 420 LEXINGTON AVENUE STREET 2: SUITE 300 CITY: NEW YORK STATE: NY ZIP: 10170 BUSINESS PHONE: 212-297-6221 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVENUE STREET 2: SUITE 300 CITY: NEW YORK STATE: NY ZIP: 10170 FORMER COMPANY: FORMER CONFORMED NAME: OPHIDIAN PHARMACEUTICALS INC DATE OF NAME CHANGE: 19970714 SC 13D 1 d52249_sc13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- 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) (Amendment No: ______) HEMOXYMED, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0025 PER SHARE (Title of Class of Securities) 683725105 (CUSIP Number) Jeffrey J. Fessler, Esq. Sills Cummis Radin Tischman Epstein & Gross, P.A. One Riverfront Plaza Newark, New Jersey 07102 (212) 643-7000 (Name, address and telephone number of person authorized to receive notices and communications) September 10, 2002 (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. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1 (a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 683725105 Page 2 of 5 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard Stone - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS * 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 U.S. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 4,436,608 - -------------------------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 - -------------------------------------------------------------------------------- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 4,436,608 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,436,608 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON * IN - -------------------------------------------------------------------------------- Page 3 of 5 Pages Schedule 13D Item 1. Security and Issuer. This Statement relates to the Common Stock, par value $0.0025 per share (the "Common Stock"), of Hemoxymed, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"). The address of the principal executive office of the Company is 50 Lakeview Parkway, Suite 111, Vernon Hills, Illinois 60061. Item 2. Identity and Background. (a, b, c and f) This Statement is being filed by Richard Stone, a U.S. citizen ("Stone). Stone's business address is c/o Sunrise Securities Corp., 135 E. 57th Street, 11th Floor, New York, New York, 10022. Stone is a Managing Director of Sunrise Securities Corp., a registered broker-dealer. (d and e) During the last five years, Stone has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Pursuant to various private placements, Stone acquired 185,509 shares of the Company. On April 10, 2002, Prism Ventures LLC transferred 2,772,979 shares of the Company to Stone. On September 10, 2002, the Company merged with Molecular Geriatrics Corporation. In connection with the merger, Stone was issued 1,030,412 shares of the Company in exchange for shares of Molecular Geriatrics previously owned by Stone. In addition, 447,708 stock options of Molecular Geriatrics owned by Stone became exercisable for shares of Common Stock of the Company. Item 4. Purpose of Transactions Stone currently intends to hold the shares of Common Stock of the Company for investment purposes. Stone does not have any current intention to purchase additional shares of Common Stock. Other than as discussed herein, Stone does not have any plans or proposals which relate to or would result in (i) the acquisition of additional securities of the Company or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Company or of any of its subsidiaries; (iv) 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; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company's business or corporate structure; (vii) 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; (viii) causing a class of the Company's securities 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; (ix) a class of the Company's equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (x) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) Stone may be deemed to be the beneficial owner of 4,436,608 shares of Common Stock, representing 9.2% of the outstanding shares of Common Stock. Such shares include 447,708 shares issuable upon exercise of stock options. 3 Page 4 of 5 Pages (b) Stone may be deemed to have sole voting and dispositive power over 4,436,608 shares of Common Stock. (c) None in addition to the transactions described in Item 3. (d-e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None Item 7. Material to be Filed as Exhibits. None 4 Page 5 of 5 Pages 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 as of October 22, 2002 /s/ Richard Stone ----------------------- Richard Stone -----END PRIVACY-ENHANCED MESSAGE-----