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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
UNIVEC, INC.
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(Name of Issuer)
Common Stock. $0.001 par value
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(Title of Class of Securities)
91335U 108
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(CUSIP Number)
Jack Becker, Esq.
Snow Becker Krauss P.C.
605 Third Avenue, New York, New York 10158-0125
(212) 687-3860
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
November 21, 1997
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(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 [ ].
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_______________________________________________________________________________
CUSIP No 91335U 10 8 SCHEDULE 13D Page 2 of 5 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joel Schoenfeld
______________________________________________________________________________
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 ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | |
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 605,743
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| |
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 605,743
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
605,743
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.02%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
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_______________________________________________________________________________
CUSIP No 91335U 10 8 SCHEDULE 13D Page 3 of 5 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Flora Schoenfeld
______________________________________________________________________________
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 PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | |
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 605,743
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| |
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 605,743
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
605,743
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.02%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
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_______________________________________________________________________________
CUSIP No 91335U 10 8 SCHEDULE 13D Page 4 of 5 Pages
_______________________________________________________________________________
Item 1. Security and Issuer.
This Statement relates to shares of common stock, $0.001 par value (the
"Common Stock"), of UNIVEC, Inc., a Delaware corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 999 Franklin Avenue,
Garden City, NY 11530.
Item 2. Identity and Background.
(a) This Statement is filed on behalf of Flora Schoenfeld, the
registered owner of the shares of Common Stock in respect of which this
Statement has been filed, and her husband, Joel Schoenfeld (together the
"Reporting Person").
(b) The business address of the Reporting Person is c/o UNIVEC, Inc.,
999 Franklin Avenue, Garden City, NY 11530.
(c) The principal occupation of Joel Schoenfeld is Chairman and Chief
Executive Officer of the Issuer. The principal occupation of Flora Schoenfeld is
Secretary and Treasurer of the Issuer.
(d) During the last five years, neither Joel Schoenfeld nor Flora
Schoenfeld has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, neither Joel Schoenfeld nor Flora
Schoenfeld has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in 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) Joel Schoenfeld and Flora Schoenfeld are citizens of the United
States.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person acquired 333,333 shares of Common Stock in
connection with the formation of the Issuer in August 1992, which he paid for in
cash with his personal funds. On June 27, 1997, the Reporting Person acquired an
aggregate of 16,000 shares of Common Stock in brokerage transactions effected on
The Nasdaq SmallCap Market for a total purchase price of $28,500 (12,000 shares
at $1.8125 and 4,000 shares at $1.6875 per share), which shares are registered
in the name of the Joel Schoenfeld Associates, Inc. Pension Plan and Trust 001,
of which Joel and Flora Schoenfeld are the trustees. On November 21, 1997, the
Reporting Person acquired an additional 256,410 shares of Common Stock (the
"Additional Shares") previously owned by David Shonfeld in a private sale
pursuant to Section 9-504(3) of the Uniform Commercial Code as in effect in the
State of New York (the "NY-UCC"). These shares were subject to a pledge granted
by David Shonfeld in favor of the Reporting Person to secure the payment of two
promissory notes in the aggregate amount of $750,000 payable to the Reporting
Person (the "Notes"). On November 21, 1997, following a default in payment of
the Notes, the
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CUSIP No 91335U 10 8 SCHEDULE 13D Page 5 of 5 Pages
_______________________________________________________________________________
Reporting Person exercised his rights to purchase the Additional Shares as a
secured party under a pledge agreement with David Shonfeld and pursuant to
Section 9-504(3) of the NY-UCC for a total purchase price of $515,384.10, or
$2.01 per share, representing the average of the high and low bid prices per
share of Common Stock during the preceding 30 day period. The purchase price for
the Additional Shares was credited against the amount due the Reporting Person
under the Notes.
Item 4. Purpose of Transaction.
The Reporting Person acquired the Additional Shares for investment
purposes only and not with a view to their resale or distribution. Absent any
change in personal circumstances, the Reporting Person intends to maintain his
equity position in the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) Joel and Flora Schoenfeld beneficially own 605,743 shares of Common
Stock, representing approximately 21.02% of the outstanding shares of Common
Stock of the Issuer.
(b) Joel and Flora Schoenfeld have shared voting and dispositive power
with respect to 605,743 shares of Common Stock.
(c) The Reporting Person has not, in the past sixty days, engaged in
any other transactions involving shares of Common Stock of the Issuer.
(d) and (e) N/A.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Reporting Person holds an additional 333,333 shares of Common Stock
owned by Dr. Alan H. Gold, President and a Director of the Issuer, pursuant to a
pledge by Dr. Gold in favor of the Reporting Person to secure payment of two
promissory notes in the aggregate amount of $750,000 payable to the Reporting
Person. Dr. Gold retains voting and dispositive power with respect to these
shares until the occurrence of a default in the payment of the promissory notes.
Item 7. Material to be Filed as Exhibits.
N/A
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: January 21, 1998 /s/ Joel Schoenfeld
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G:\WORK\MO\UNIVEC\13-D.WPD Joel Schoenfeld
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Exhibit to Schedule 13D
Flora Schoenfeld is the record owner of 605,743 shares of the common
stock, $.001 par value ("Common Stock") of UNIVEC, Inc., a Delaware corporation,
representing approximately 21.02% of the outstanding shares of Common Stock, and
Joel Schoenfeld, her husband, is the beneficial owner of such shares.
Flora Schoenfeld hereby authorizes Joel Schoenfeld to file a Schedule
13D pursuant to Rule 13d-1 promulgated under the Securities Exchange Act of
1934, as amended, with respect to their beneficial ownership of the shares of
Common Stock of UNIVEC, Inc.
/s/ Flora Schoenfeld
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Flora Schoenfeld
/s/ Joel Schoenfeld
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Joel Schoenfeld
