UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
ACCESS PHARMACEUTICALS, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
00431M100
(CUSIP Number)
Adam Eilenberg, Esq.
Ehrenreich Eilenberg Krause & Zivian LLP
11 East 44th Street, 11th Floor
New York, NY 10017
(212) 986-9700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 20, 1999
(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: [_]
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.
* 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).
<PAGE>
SCHEDULE 13D
===================
CUSIP NO. 00431M100
===================
1 Name of Reporting Persons Richard Stone
S.S. or I.R.S. Identification No.
of Above Person
________________________________________________________________________________
2 Check the Appropriate Box If a Member (a) [_]
of a Group (b) [_]
________________________________________________________________________________
3 SEC Use Only
________________________________________________________________________________
4 Source of Funds 00, PF
________________________________________________________________________________
5 Check Box If Disclosure of Legal
Proceedings is Required Pursuant [_]
to Items 2(D) or 2(E)
________________________________________________________________________________
6 Citizenship or Place of Organization USA
________________________________________________________________________________
7 Sole Voting Power 677,964, including
184,786 shares issuable upon
Number of exercise of warrants
Shares _________________________________________________________________
Beneficially 8 Shared Voting Power 0
Owned
by Each
Reporting _________________________________________________________________
Person With 9 Sole Dispositive Power 677,964, including
184,786 shares issuable upon
exercise of warrants
_________________________________________________________________
10 Shared Dispositive Power 0
________________________________________________________________________________
11 Aggregate Amount Beneficially 677,964
Owned by Each Reporting Person
________________________________________________________________________________
12 Check Box If the Aggregate Amount [_]
in Row (11) Excludes Certain
Shares
________________________________________________________________________________
13 Percent of Class Represented by 10.9%
Amount in Row (11)
________________________________________________________________________________
14 Type of Reporting Person IN
________________________________________________________________________________
<PAGE>
Item 1. Security and Issuer.
The title of the class of equity securities to which this statement relates
is the common stock, $.01 par value per share (the "Common Stock"), of Access
Pharmaceuticals, Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 2600 Stemmons Freeway, Suite
176, Dallas, Texas 75207.
Item 2. Identity and Background.
(a) The name of the person filing this Schedule 13D is Richard Stone.
(b) The business address of Mr. Stone is c/o Sunrise Securities Corp., 135
East 57th Street, 11th Floor, New York, New York 10022.
(c) Mr. Stone is a Managing Director of Sunrise Securities Corp., a
registered broker-dealer.
(d) Mr. Stone has not been convicted during the past five years in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Stone has not been, during the last five years, a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and has not and is not subject to 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) Mr. Stone is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
In addition to the shares previously reported on his Form 13D dated
September 23, 1998, Mr. Stone purchased 125,000 shares of Common Stock in
connection with a private placement of shares on July 20, 1999. The purchase
price was $2.00 per share, paid out of his personal funds. In addition, in
consideration for his role in arranging this private placement, Mr. Stone
received 101,125 shares of Common Stock and warrants to purchase 86,313 shares
at an exercise price of $2.00 per share. These warrants expire in 2004.
In connection with the July 1999 merger between the Company and Virolgix
Corporation, Mr. Stone received 84,315 shares in exchange for his shares in
Virologix Corporation.
Mr. Stone purchased, for his own account and on behalf of his Keogh
account, an aggregate of 59,334 shares of Common Stock on the open market
between October 24, 1998 and
<PAGE>
August 5, 1999. The purchase prices ranged from $2.00 to $3.50 per share and
were paid out of Mr. Stone's personal funds.
Item 4. Purpose of Transaction.
Such acquisitions of securities were made for investment purposes.
Except as provided herein, Mr. Stone has no plans or proposals which would
relate to or would result in:
(a) the acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company;
(c) a sale or transfer of a material amount of assets of the Company;
(d) any change in the present board of directors or management of the
Company;
(e) any material change in the present capitalization or dividend policy
of the Company;
(f) any other material change in the Company's business or corporate
structure;
(g) changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Company by any person;
(h) causing a class of securities of the Company to be delisted from a
national securities exchange or cease to be authorized to be quoted on
an inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Act of 1933; or
(j) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
See Items 7 through 11 on the cover page
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
<PAGE>
In connection with the private offerings described in Item 3, Mr. Stone
received Warrants to purchase an aggregate of 86,313 shares of Common Stock at
an exercise price of $2.00 per share which expire in August 2004. Such Warrants
grant Mr. Stone certain "piggyback" registration rights as to such shares of
Common Stock.
Item 7. Materials to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
correct and complete.
Dated: October 29, 1999 /s/ Richard Stone
----------------------------
Richard Stone
