UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 3)
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 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)
March 1, 2000
(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>
CUSIP No. 00431M100
________________________________________________________________________________
1 Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
Richard Stone
________________________________________________________________________________
2 Check Appropriate Box If a Member of a Group
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC Use Only
________________________________________________________________________________
4 SOURCE OF FUNDS*
00,PF
________________________________________________________________________________
5 Check 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
Number of 815,307, including 286,967 shares
issuable upon exercise of warrants
Shares _________________________________________________________________
8 Shared Voting Power
Beneficially
0
Owned by
_________________________________________________________________
Each 9 Sole Dispositive Power
Reporting 815,307, including 286,967 shares
issuable upon exercise of warrants
Person _________________________________________________________________
10 Shared Dispositive Power
With
0
________________________________________________________________________________
11 Aggregate Amount Beneficially Owned by Each Reporting Person
815,307
________________________________________________________________________________
12 Check box if the aggregate Amount in Row (11) Excludes Certain Shares
[_]
________________________________________________________________________________
13 Percent of Class Represented by Amount in Row (11)
6.9%
________________________________________________________________________________
14 Type of Reporting Person
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<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. This statement is filed pursuant to Rule 13d-2(a) with
respect to securities owned by the reporting person as of March 1, 2000 and
amends the Schedule 13D filed on September 23, 1998, as amended by Amendment No.
1 filed on October 29, 1999 and Amendment No. 2 filed on November 2, 2000
(collectively, the "Schedule 13D"). Except as set forth herein, the Schedule 13D
is hereby restated in its entirety.
Item 3. Source and Amount of Funds or Other Consideration.
The purpose of this Amendment No. 3 is to correct certain numbers
previously reported on Amendment No. 1 to Form 13D filed by Mr. Stone on October
29, 1999 and to report certain subsequent acquisitions and dispositions of
shares.
On October 29, 1999, Mr. Stone beneficially owned 675,712 shares
(erroneously reported as 677,964 shares), including 179,972 shares (erroneously
reported as 184,786 shares) issuable upon exercise of warrants. In connection
with a private placement of shares on July 20, 1999, Mr. Stone acquired warrants
to purchase 86,499 shares (erroneously reported as 86,313 shares) at an exercise
price of $2.00. The warrants expire in 2004. In connection with the July 1999
merger between the Company and Virologix Corporation, Mr. Stone received 81,877
shares (erroneously reported as 84,315 shares) in exchange for his shares in
Virologix Corporation.
In addition to the above described shares and the shares previously
reported, Mr. Stone purchased for his own account and for his Keogh account, an
aggregate of 6,000 shares of Common Stock on the open market between August 12,
1999 and November 30, 1999. The purchase prices ranged between $1.78 and $2.00
per share, and were paid out of Mr. Stone's personal funds.
On February 23, 2000, Mr. Stone donated 51,834 shares to a charitable
organization.
In connection with a private placement of shares on March 1, 2000, Mr.
Stone acquired 83,434 shares of Common Stock and warrants to purchase 101,995
shares of stock in consideration of his role in arranging the transaction. The
warrants have an exercise price of $2.50 per share and expire in March 2005.
Item 4. Purpose of Transaction.
Such acquisitions of securities were made for investment purposes.
Mr. Stone has no plans or proposals which would relate to or would result
in any of the actions set forth in the subparagraphs (a) through (j) of Item 4.
<PAGE>
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.
In connection with the private offerings described in Item 3, Mr. Stone
received (i) warrants to purchase an aggregate of 86,499 shares of Common Stock
at an exercise price of $2.00 per share which expire in August 2004 and (ii)
warrants to purchase an aggregate of 101,995 shares of Common Stock at an
exercise price of $2.50 per share which expire in March 2005. Such warrants
grant Mr. Stone certain "piggyback" registration rights as to such shares of
Common Stock.
Mr. Stone is a director of the Company.
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: May 24, 2000 /s/ Richard Stone
----------------------------
Richard Stone
