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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
(Amendment No. 1)
UNIVEC, INC.
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(Name of Issuer)
Common Stock, $0.001 par value
------------------------------
(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
--------------------------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
September 4, 1998
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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 7 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 ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
_______________________________________________________________________________
| |
| 7 | SOLE VOTING POWER
| |
|_____|________________________________________________________
NUMBER OF | |
SHARES | 8 | SHARED VOTING POWER
BENEFICIALLY | | 2,943,743
OWNED BY |_____|________________________________________________________
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER
PERSON WITH | |
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 2,943,743
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,943,743
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.82%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
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_______________________________________________________________________________
CUSIP No 91335U 10 8 SCHEDULE 13D Page 3 of 7 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 PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
_______________________________________________________________________________
| |
| 7 | SOLE VOTING POWER
| |
|_____|________________________________________________________
NUMBER OF | |
SHARES | 8 | SHARED VOTING POWER
BENEFICIALLY | | 2,943,743
OWNED BY |_____|________________________________________________________
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER
PERSON WITH | |
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 2,943,743
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,943,743
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.82%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
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Page 4 of 7 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 Joel Schoenfeld and his wife,
Flora 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
previously owned by David Shonfeld (the "Pledged Shares") 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
Persons (the "Notes"). On November 21, 1997, following a default in payment of
the Notes, the Reporting Person exercised his rights to purchase the Pledged
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 Pledged Shares was credited against the amount due the
Reporting Person under the Notes.
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Page 5 of 7 Pages
On February 10, 1998 and March 3, 1998, the Joel Schoenfeld Associates
Inc. Pension Plan and Trust 001, of which Joel Schoenfeld and Flora Schoenfeld
are the trustees, acquired 5,000 shares and 3,000 shares of Common Stock,
respectively, in brokerage transactions effected on The Nasdaq SmallCap market
for a total purchase price of $9,375 ($1.875 per share) and $4,875 ($1.625 per
share), respectively.
On September 4, 1998, the Company granted Joel Schoenfeld and Flora
Schoenfeld immediately exercisable options to purchase 2,130,000 shares and
200,000 shares, respectively, at an exercise price of $1.75 per share,
exercisable until March 28, 2008. These options were granted in connection with
employment agreements entered into with each of Joel Schoenfeld and Flora
Schoenfeld. In connection with the grant of these options, each of Joel
Schoenfeld and Flora Schoenfeld surrendered for cancellation options to purchase
an equal number of shares (the "Surrendered Options"). The Surrendered Options
were exercisable commencing upon the earliest of (i) April 24, 2006, (ii) April
24, 2000, if the Company has at least $30,000,000 in gross revenues and net
income of at least $2,000,000 for the fiscal year ended December 31, 1999, (iii)
April 24, 2001, if the Company has at least $45,000,000 in gross revenues and
net income of at least $3,000,000 (iv) April 24, 2002, if the Company has at
least $60,000,000 in gross revenues and net income of at least $4,000,000 for
the fiscal year ended December 31, 2001, or (v) immediately upon the occurrence
of a "change in control" (as defined) of the Company. The expiration date of the
Surrendered Options was April 11, 2007.
Item 4. Purpose of Transaction.
All of the shares of Common Stock owned by the Reporting Person were
acquired 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 2,943,743 shares of
Common Stock, representing approximately 55.82% of the outstanding shares of
Common Stock of the Issuer.
(b) Joel and Flora Schoenfeld have shared voting and dispositive power
with respect to 2,943,743 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.
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Page 6 of 7 Pages
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: September 29, 1998 _____________________________
Joel Schoenfeld
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Page 7 of 7 Pages
Exhibit to Schedule 13D
Flora Schoenfeld hereby authorizes her husband, 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.
____________________________
Flora Schoenfeld
____________________________
Joel Schoenfeld
