SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Genetic Vectors, Inc.
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(Name of Issuer)
$.001 Par Value Per Share Common Stock
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(Title of Class of Securities)
371926 10 6
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(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 the disclosures provided in a prior cover page.
The information required in 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).
<PAGE>
CUSIP No. 371926 10 6
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person [voluntary]
Mead M. McCabe, Sr.
2) Check the Appropriate Box if a Member of a Group
(a) /___/
(b) / x /
3) SEC Use Only
4) Citizenship or Place of Organization
United States of America
5) Sole Voting Power: 0*
* Mead M. McCabe, Sr. has been granted options to purchase
100,000 shares at $12 per share. One-third of the options
become exercisable on each of August 15, 1997, August 15, 1998
and August 15, 1999. All of the options expire on August 15,
2006.
Number of
Shares
Beneficially 6) Shared Voting Power: 993,674*
Owned by Each * Mead M. McCabe, Sr. Owns 184,322 shares jointly with his
Reporting wife, Marigrace McCabe, and is a party to an agreement (the
Person with "Voting Agreement") dated March 25, 1996 with Marigrace
McCabe, Mead M. McCabe, Jr. and Nyer Medical Group, Inc.,
a Florida corporation ("Nyer"), providing, among other
other things, that, for a period of five years, Nyer will vote
its shares (809,352) to elect one member of Genetic Vectors,
Inc.'s Board of Directors designated by Nyer and all other
Board of Directors nominees designated by Mead M. McCabe, Sr.,
Marigrace McCabe and Mead M. McCabe, Jr. The Voting Agreement
will not affect Nyer's right to vote its shares in connection
with other matters on which Genetic Vectors, Inc.'s
shareholders vote.
7) Sole Dispositive Power: 0*
* Mead M. McCabe, Sr. has been granted options to purchase
100,000 shares at $12 per share. One-third of the options
become exercisable on each of August 15, 1997, August 15, 1998
and August 15, 1999. All of the options expire on August 15,
2006.
8) Shared Dispositive Power: 184,322*
* Mead M. McCabe, Sr. owns these shares jointly with his wife,
Marigrace McCabe.
9) Aggregate Amount Beneficially Owned by Each Reporting Person:
993,674
10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: /_/
11) Percent of Class Represented by Amount in Row 9: 42.5%
12) Type of Reporting Person:
IN
Page 2 of 8
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CUSIP No. 371926 10 6
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person [voluntary]
Marigrace McCabe
2) Check the Appropriate Box if a Member of a Group
(a) /___/
(b) / x /
3) SEC Use Only
4) Citizenship or Place of Organization
United States of America
5) Sole Voting Power: 0
6) Shared Voting Power: 993,674*
Number of Shares * Marigrace McCabe owns 184,322 shares jointly with
Beneficially here husband, Mead M. McCabe, Sr., and is a party
Owned by Each to the Voting Agreement.
Reporting Person
with 7) Sole Dispositive Power: 0
8) Shared Dispositive Power: 184,322*
* Marigrace McCabe owns these shares jointly with her husband,
Mead M. McCabe, Sr.
9) Aggregate Amount Beneficially Owned by Each Reporting Person:
993,674
10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/_/
11) Percent of Class Represented by Amount in Row 9: 42.5%
12) Type of Reporting Person: IN
Page 3 of 8
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CUSIP No. 371926 10 6
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person [voluntary]
Mead M. McCabe, Jr.
2) Check the Appropriate Box if a Member of a Group
(a) /___/
(b) / x /
3) SEC Use Only
4) Citizenship or Place of Organization
United States of America
5) Sole Voting Power: 101,960*
* Mead M. McCabe, Jr. has been granted options to purchase
75,000 shares at $12 per share. One-third of the options
become exercisable on each of August 15, 1997, August 15, 1998
and August 15, 1999. All of the options expire on August 15,
2006.
Number of Shares
Beneficially
Owned by Each 6) Shared Voting Power: 809,352*
Reporting Person * Mead M. McCabe, Jr. is a party to the Voting Agreement.
with
7) Sole Dispositive Power: 101,960*
* Mead M. McCabe, Jr. has been granted options to purchase
75,000 shares at $12 per share. One-third of the options
become exercisable on each of August 15, 1997, August 15, 1998
and August 15, 1999. All of the options expire on August 15,
2006.
8) Shared Dispositive Power: 0
9) Aggregate Amount Beneficially Owned by Each Reporting Person:
911,312
10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/_/
11) Percent of Class Represented by Amount in Row 9: 39.0%
12) Type of Reporting Person: IN
Page 4 of 8
<PAGE>
Item 1.
(a) Name of Issuer:
Genetic Vectors, Inc.
(b) Address of Issuer's Principal Executive Offices:
2000 South Dixie Highway, Suite 100, Miami,
Florida 33133
Item 2.
(a) Name of Persons Filing:
Mead M. McCabe, Sr.
Marigrace McCabe
Mead M. McCabe, Jr.
(b) Address of Principal Business Office or, if none, Residence:
2000 South Dixie Highway, Suite 100, Miami,
Florida 33133
(c) Citizenship:
United States of America
(d) Title of Class of Securities:
$.001 Par Value Per Share Common Stock
(e) CUSIP Number
371926 10 6
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the persons filing are:
(a) /__/ Broker or Dealer registered under Section 15 of the Act
(b) /__/ Bank as defined in section 3(a)(6) of the Act
(c) /__/ Insurance Company as defined in section 3(a)(19) of the
act
(d) /__/ Investment Company registered under section 8 of the
Investment Company Act
(e) /__/ Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) /__/ Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see ss.
240.13d-l(b)(l)(ii)(F)
Page 5 of 8
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(g) /__/ Parent Holding Company, in accordance with ss.
240.13d-l(b)(ii)(G) (Note: See Item 7)
(h) /__/ Group, in accordance with ss. 240.13d-l(b)(l)(ii)(H)
Item 4. Ownership
(a) The amount of shares beneficially owned by Mead M. McCabe, Sr.
and Marigrace McCabe are 993,674, of which 184,322 are owned
jointly. The amount of shares beneficially owned by Mead M.
McCabe, Jr. are 911,312.
(b) The percent of class that is beneficially owned by Mead M.
McCabe, Sr., Marigrace McCabe and Mead M. McCabe, Jr. is 42.5%,
42.5% and 39.0%, respectively.
(c) (i) Although Mead M. McCabe, Sr. and Marigrace McCabe do not
have the sole power to vote or to direct the vote of any shares,
Mead M. McCabe, Sr. has been granted options to purchase 100,000
shares at $12 per share. One-third of the options become
exercisable on each of August 15, 1997, August 15, 1998 and
August 15, 1999. All of the options expire on August 15, 2006.
Mead M. McCabe, Jr. has the sole power to vote 101,960 shares
and has been granted options to purchase 75,000 shares at $12
per share. One-third of the options become exercisable on each
of August 15, 1997, August 15, 1998 and August 15, 1999. All of
the options expire on August 15, 2006.
(ii) Mead M. McCabe Sr., Marigrace McCabe and Mead M. McCabe,
Jr. have the shared power to vote or to direct the vote of
993,674, 993,674 and 809,352 shares, respectively.
(iii) Although Mead M. McCabe Sr. and Marigrace McCabe do not
have the sole power to dispose or to direct the disposition of
any shares, Mead M. McCabe, Sr. has been granted options to
purchase 100,000 shares at $12 per share. One-third of the
options become exercisable on each of August 15, 1997, August
15, 1998 and August 15, 1999. All of the options expire on
August 15, 2006. Mead M. McCabe, Jr. has the sole power to
dispose of 101,960 shares and has been granted options to
purchase 75,000 shares at $12 per share. One-third of the
options become exercisable on each of August 15, 1997, August
15, 1998 and August 15, 1999. All of the options expire on
August 15, 2006.
(iv) Mead M. McCabe, Sr. and Marigrace McCabe have the shared
power to dispose of 184,322 shares. Mead M. McCabe, Jr. does not
have the shared power to dispose or to direct the disposition of
any shares.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
Not applicable.
Page 6 of 8
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Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
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.
February 12, 1997
By: /s/ Mead M. McCabe, Sr.
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Name: Mead M. McCabe, Sr.
Title: Chairman
February 12, 1997
By: /s/ Marigrace McCabe
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Name: Marigrace McCabe
February 12, 1997
By: /s/ Mead M. McCabe, Jr.
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Name: Mead M. McCabe, Jr.
Title: President, Secretary and Director
Page 7 of 8
<PAGE>
EXHIBIT "A"
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)
This agreement is made pursuant to Rule 13d-1(f)(1) under the Act by and among
the parties listed below, each referred to herein as a "Joint filer." The Joint
Filers agree that a statement of beneficial ownership as required by Section
13(d) of the Act and the Rules thereunder may be filed on each of their behalf
on Schedule 13D or Schedule 13G as appropriate and that said joint filing may
thereafter be amended by further joint filings. The Joint Filers state that, to
the best of their knowledge and belief, they each satisfy the requirements for
making a joint filing under Rule 13d-1.
February 12, 1997
By: /s/ Mead M. McCabe, Sr.
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Name: Mead M. McCabe, Sr.
Title: Chairman
February 12, 1997
By: /s/ Marigrace McCabe
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Name: Marigrace McCabe
February 12, 1997
By: /s/ Mead M. McCabe, Jr.
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Name: Mead M. McCabe, Jr.
Title: President, Secretary and Director
Page 8 of 8
