Page 1 of 7 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ACCESS Pharmaceuticals, Inc.
(formerly Chemex Pharmaceuticals, Inc.)
(Name of Issuer)
Common Stock, $0.04 par value per share
(Title or Class of Securities)
0043 1M 10 0
(CUSIP Number)
Dr. David F. Ranney
ACCESS Pharmaceuticals, Inc.
2600 N. Stemmons Freeway
Dallas, TX 75207; Tel. No. (214) 905-5100
Copies to:
John J. Concannon III, Esq.
Bingham, Dana & Gould
150 Federal Street, Boston, MA 02110, Tel. No. (617) 951-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 25, 1996
(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 [ ].
Check the following box if a fee is being paid with the statement |X|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
(Continued on following page(s))
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CUSIP No. 0043 1M 10 0 13D Page 2 of 7 Pages
--- ---
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1 NAMES OF REPORTING PERSONS
Dr. David F. Ranney
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
--------
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
See Item 3 of attached Schedule 13D
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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------------------------------ ---------- ------------------------------------
7 SOLE VOTING POWER
9,147,608
---------- ------------------------------------
NUMBER OF ---------- ------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH ---------- ------------------------------------
REPORTING ---------- ------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
9,147,608
---------- ------------------------------------
---------- ------------------------------------
10 SHARED DISPOSITIVE POWER
None
------------------------------ ---------- ------------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,147,608
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.0%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER:
(a) Title of Security:
-----------------
ACCESS Pharmaceuticals, Inc.(formerly Chemex
Pharmaceuticals, Inc.) Common Stock, $0.04 par value per
share (the "Common Stock").
(b) Name of Issuer:
--------------
ACCESS Pharmaceuticals, Inc.(formerly Chemex Pharmaceuticals,
Inc.), a Delaware corporation (the "Company").
(c) Address of Issuer's Principal Executive Office:
----------------------------------------------
The principal executive office of the Company is located at
2600 N. Stemmons Freeway, Dallas, Texas 75207.
ITEM 2. IDENTITY AND BACKGROUND:
I. (a) Name of Reporting Person:
------------------------
The reporting person is Dr. David F. Ranney (the
"Reporting Person").
(b) Business Address of Reporting Person:
------------------------------------
The business address of Dr. Ranney is c/o ACCESS
Pharmaceuticals, Inc., 2600 N. Stemmons Freeway, Dallas,
Texas 75207.
(c) Principal Occupation or Employment of Reporting Person:
------------------------------------------------------
The principal occupation and employment of Dr. Ranney is as a
Director and Executive Vice President of the Company.
(d) Criminal Convictions in Last Five Years:
---------------------------------------
None.
(e) Judgments for Violations of Securities Laws in Last Five Years:
---------------------------------------------------------------
None.
(f) Citizenship:
-----------
Dr. Ranney is a citizen of the United States of America.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
The 9,147,608 shares of the Common Stock beneficially owned by
the Reporting Person were acquired by the Reporting Person
pursuant to a statutory merger (the "Merger"), whereby ACCESS
Pharmaceuticals, Inc., a Texas corporation ("ACCESS"), was
merged with and into the Company (then named Chemex
Pharmaceuticals, Inc.). The Company, which was the surviving
corporation, changed its name to ACCESS Pharmaceuticals, Inc.
upon the effectiveness of the Merger. In the Merger, all of
the issued and outstanding shares of common stock of ACCESS
were exchanged for 13,920,000 shares of the Common Stock. The
Merger was consummated pursuant to an Agreement of Merger and
Plan of Reorganization, dated as of October 3, 1995, as
amended and restated as of October 31, 1995, by and between
the Company, and ACCESS (the "Merger Agreement"). As a
stockholder of ACCESS, the Reporting Person received the
9,147,608 shares of Common Stock in exchange for 2,392,000
shares of common stock, $0.01 par value per share, of ACCESS,
beneficially owned by the Reporting Person immediately before
the effective time of the Merger.
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ITEM 4. PURPOSE OF TRANSACTION:
All of the shares of Common Stock covered by this Schedule 13D
were purchased for investment purposes. Pursuant to the Merger
Agreement, Dr. Ranney, formerly a Director and the Executive
Vice President of ACCESS, became a Director and Executive Vice
President of the Company. Other than the Merger and the
foregoing events in connection therewith, the Reporting Person
does not have any present plans or proposals which would
relate to or result in any of the events or actions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
(a) The Reporting Person beneficially owns 9,147,608
shares of the Common Stock, comprising 40.0% of the
aggregate number of shares of Common Stock outstanding
as of the close of business on January 25, 1996 as
reported by the Company.
(b) The Reporting Person has sole voting power as to
9,147,608 shares of the Common Stock and sole
dispositive power as to 9,147,608 shares of the
Common Stock. The Reporting Person has agreed to
certain restrictions on his voting and disposition of
any shares of the capital stock of the Company
beneficially owned by him. (See Item 6 below.) The
Reporting Person has no shared voting power or shared
dispositive power.
(c) None, other than the Merger described in Item 3 above.
(d) Except as described above, no other person is known
to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from
the sale of, the shares of Common Stock covered by
this Schedule 13D.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER:
Pursuant to the terms of a Stockholder's Agreement, dated as
of October 3, 1995, between the Company and the Reporting
Person, the Reporting person has agreed (i) so long as the
Reporting Person beneficially owns (as determined by reference
to Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as amended, ("Rule 13d-3")) ten percent or more of the
issued and outstanding capital stock of the Company, and to
the extent he is able to do so under
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applicable law, if any, and within the exercise of any
fiduciary duties imposed by law, if any, to vote all of such
shares of such stock for which he has voting power on any
proposal presented to the stockholders of the Company in the
manner recommended by a majority of the Board of Directors of
the Company; provided, however, that he is not obligated to
vote in such a manner with regard to any proposal presented
to the stockholders of the Company without a recommendation
of the Board of Directors of the Company; or which involves
or relates to an attempted hostile takeover of the Company;
and (ii) subject to certain exceptions for transfers made for
no consideration, to not offer for sale, sell, transfer,
distribute, grant any option for the sale of, assign or
otherwise dispose of, directly or indirectly, or exercise any
registration rights with respect to, any shares of the
capital stock of the Company which are beneficially owned by
the Reporting Person (as determined by reference to Rule
13d-3) or which the Reporting Person has the right to acquire
pursuant to the exercise of any option, warrant, subscription
right or convertible security for six months after the
effective time of the Merger.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
7.1 Agreement of Merger and Plan of Reorganization dated as of
October 3, 1995, as amended and restated as of October 31,
1995, by and between the Company and ACCESS, filed with the
Commission on November 7, 1995 as Exhibit A to a Proxy
Statement/Prospectus forming part of a Registration Statement
on Form S-4 of the Company and incorporated herein by this
reference.
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
February 5, 1996
---------------------------
(Date)
/s/ David F. Ranney
---------------------------
(Signature)
Dr. David F. Ranney
---------------------------
(Name/Title)
