-----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, NZ94fJuZEgmMMy3IA1FG6MC+nu0GajoJS+jDvdrQ19TE+USdYfbPJWRdJMSHQxV5 0EI/mFRYLOCUWNcwstDcIA== 0000891092-97-000122.txt : 19970430 0000891092-97-000122.hdr.sgml : 19970430 ACCESSION NUMBER: 0000891092-97-000122 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970429 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEMISPHERX BIOPHARMA INC CENTRAL INDEX KEY: 0000946644 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 520845822 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48691 FILM NUMBER: 97589327 BUSINESS ADDRESS: STREET 1: 1617 JFK BLVD STREET 2: ONE PENN CENTER CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2159880080 MAIL ADDRESS: STREET 1: 1617 JFK BLVD STREET 2: ONE PENN CENTER CITY: PHILADELPHIA STATE: PA ZIP: 19103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BELSON JEROME CENTRAL INDEX KEY: 0000900685 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 495 BROADWAY 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 2129419500 MAIL ADDRESS: STREET 1: 495 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 SC 13G/A 1 SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) * HEMISPHERX BIOPHARMA, INC. (Name of Issuer) COMMON STOCK, $.001 PAR VALUE (Title of Class of Securities) 42366C103 (CUSIP Number) * 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. 42366C103 1) Names of Reporting Persons, S. S. or I. R. S. Identification Nos. of Above Persons Jerome Belson 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) N/A 3) SEC Use Only 4) Citizenship or Place of Organization: United States of America Number of Shares (5) Sole Voting Power: 1,634,600 shares of Common Stock. Mr. Belson has given an irrevocable proxy to William A. Carter, president of the issuer, to vote 50,000 shares of Common Stock. (See Exhibit 1) Owned by Each Reporting Person With (6) Shared Voting Power: N/A (7) Sole Dispositive Power: 1,684,600 shares of Common Stock (8) Shared Dispositive Power: N/A 9) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,684,600 shares of Common Stock 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares: N/A 11) Percent of Class Represented by Amount in Row (9): 9.8% 12) Type of Reporting Person: IN 2 Item 1. 1(a). Name of Issuer. Hemispherx Biopharma, Inc. 1(b). Address of Issuer's Principal Executive Offices. Hemispherx Biopharma, Inc. 1617 JFK Boulevard Philadelphia, Pennsylvania 19103 Item 2. 2(a). Name of Person Filing. Jerome Belson 2(b). Address of Principal Business Office. Belson Enterprises, Inc. 495 Broadway, 6th Floor ` New York, New York 10012 2(c). Citzenship. United States of America 2(d). Title of Class of Securities. Common Stock, $.001 par value. 2(e). CUSIP Number. 42366C103 Item 3. N/A Item 4. Ownership. (a) Amount Beneficially Owned: 1,684,600 (b) Percent of Class: 9.8% (c) (i) Mr. Belson possesses the sole power to vote and direct the vote of 1,634,600 shares of Common Stock. Mr. Belson has given an irrevocable proxy to William A. Carter, president of the issuer, to vote 50,000 shares of Common Stock. (See Exhibit 1) (ii) Mr. Belson possesses the sole power to dispose and to direct the disposition of 1,684,600 shares. Item 5. Ownership of Five Percent or Less of a Class. N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A 3 Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. N/A Item 8. Identification and Classification of Members of a Group. N/A Item 9. Notice of Dissolution of Group: N/A Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction have such purpose or effect. 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. March 14, 1997 --------------------------------------- (Date) /s/ Jerome Belson --------------------------------------- (Signature) Jerome Belson --------------------------------------- (Name/Title) The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U. S. C. 1001). 4 EX-1 2 EXHIBIT 1 Irrevocable Proxy to Vote Shares of HEM Pharmaceuticals Corp. to William A. Carter, M.D. In consideration for the sale of 50,000 shares of common stock, par value $.001 per share (the "Shares") of HEM Pharmaceuticals Corp., a Delaware corporation (the "Company") in connection with the Common Stock Financing conducted by the Company in 1994, the undersigned hereby irrevocably appoints William A. Carter, M.D., Chief Executive Officer and Chairman of the Board of the Company as proxy with full power of substitution to vote all Shares in the name of the undersigned on any matter to be voted upon by the stockholders of the Company until such time as (i) the Company shall have achieved a market capitalization of $300,000,000 or greater for at least 20 consecutive days of trading in the public markets, or (ii) the Company shall have received a bona fide offer for acquisition of merger, the net effect of which if consummated would be to establish a market capitalization of the Company of not less than $300,000,000. In no event shall this Irrevocable Proxy restrict the sale by the undersigned of all or any portion of the Shares in a public sale, for value, in an arm's length transaction and the sale of all or any portion of the Shares upon such terms shall be free and clear of this Irrevocable Proxy. This Irrevocable Proxy is an agency coupled with an interest and all authority conferred hereby shall be irrevocable, and, except as expressly provided herein, shall not be terminated by any act of the undersigned or by operation of law, whether by the death or incapacity of the undersigned or otherwise, or by the termination of any trust or estate, by the death or incapacity of one or more trustees, guardians, executors or administrators under such trust or estate, by the dissolution, winding up or liquidation or other termination of existence of any corporation or partnership or by the occurrence of any other event. If after the execution hereof the undersigned should die or become incapacitated, or if any trust or estate should be terminated, or if any corporation or partnership should be dissolved or liquidated, or if any other such event should occur, before the completion of the conditions contemplated hereby instructions shall be delivered by or on behalf of the undersigned in accordance with the terms and conditions hereof, and actions taken by William A. Carter, M.D. pursuant to this Irrevocable Proxy shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred regardless of whether or not William A. Carter, M.D. shall have received notice of such death, incapacity, termination, dissolution or other event. This Irrevocable Proxy shall be binding on the respective heirs, executors, successors or assigns of the undersigned. This irrevocable proxy is intended to revoke any prior proxy(s) including any proxy which may have been granted or delivered to Bridge Ventures, Inc. and is effective as of September 8, 1994. AGREED TO AND ACCEPTED BY: STOCKHOLDER BRIDGE VENTURES, INC. BY: /s/ Harris Freedman By: /s/ Jerome Belson Harris Freedman Jerome Belson Secretary 495 Broadway, 6th floor New York, NY 10012 -----END PRIVACY-ENHANCED MESSAGE-----