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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
PHARMOS CORPORATION
(Name of Issuer)
Common Stock, $.03 Par Value
(Title of Class of Securities)
71713200
(CUSIP Number)
Martin D. Sklar, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C.,
551 Fifth Avenue, 18th Floor, New York, New York 10176, Tel:
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 30, 1997
(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 . (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.
*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).
Continued on the Following Pages)
Page 1 of 11 Pages<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elliott Associates, L.P., a Delaware Limited
Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
1,566,108
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,566,108
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,566,108
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.60%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westgate International, L.P., a Cayman Islands
Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,044,072
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,044,072
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,044,072
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.06%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martley International, Inc., a Delaware corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,044,072
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,044,072
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,044,072
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.06%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
ITEM 1. Security and Issuer
This statement relates to the Common Stock, $.03 par
value (the "Common Stock"), of Pharmos Corporation (the
"Issuer"). The Issuer's principal executive office is located
at 2 Innovation Drive, Alachua, Florida 32615.
ITEM 2. Identity and Background
(a)-(c) The names of the persons filing this
statement on Schedule 13D are: Elliott Associates, L.P., a
Delaware limited partnership, and its wholly-owned
subsidiaries ("Elliott"), Westgate International, L.P., a
Cayman Islands limited partnership ("Westgate"), and Martley
International, Inc., a Delaware corporation ("Martley"). Paul
E. Singer ("Singer") and Braxton Associates, L.P., a Delaware
limited partnership ("Braxton LP"), which is controlled by
Singer, are the general partners of Elliott. Hambledon, Inc.,
a Cayman Islands corporation ("Hambledon"), is the sole
general partner of Westgate. Martley is the investment
manager for Westgate. Martley expressly disclaims equitable
ownership of and pecuniary interest in any Common Stock.
ELLIOTT
The business address of Elliott is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
The principal business of Elliott is to purchase, sell,
trade and invest in securities.
SINGER
Singer's business address is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
Singer's principal occupation or employment is
that of serving as general partner of Elliott and
Braxton LP and president of Martley.
BRAXTON LP
The business address of Braxton LP is 712 Fifth
Avenue, 36th Floor, New York, New York 10019.
The principal business of Braxton LP is the
furnishing of investment advisory services.
The names, business addresses, and present
principal occupation or employment of the general
partners of Braxton LP are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Paul E.
Singer<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
General partner of
Elliott and
Braxton LP and
President of
Martley<PAGE>
Braxton
Associates,
Inc.<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
The principal
business of
Braxton
Associates, Inc.
is serving as
general partner of
Braxton LP
The name, business address, and present principal
occupation or employment of each director and executive
officer of Braxton Associates, Inc. are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Paul E.
Singer<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019
<PAGE>
General partner of
Elliott and
Braxton LP and
President of
MartleyWESTGATE
The business address of Westgate is Westgate
International, L.P., c/o Midland Bank Trust Corporation
(Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman,
Cayman Islands, British West Indies.
The principal business of Westgate is to purchase, sell,
trade and invest in securities.
The name, business address, and present principal
occupation or employment of the general partner of Westgate
are as follows:
NAME: Hambledon, Inc.
ADDRESS: Hambledon, Inc.
c/o Midland Bank Trust Corporation (Cayman) Limited
P.O. Box 1109
Mary Street
Grand Cayman
Cayman Islands
British West Indies
OCCUPATION: The principal business of Hambledon is serving as
general partner of Westgate.
HAMBLEDON, INC.
The name, business address, and present principal
occupation or employment of each director and executive
officer of Hambledon are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of
36th Floor Elliott and
New York, NY 10019 Braxton LP and
President of Martley
MARTLEY INTERNATIONAL, INC.
The business address of Martley is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
The principal business of Martley is to act as
investment manager for Westgate.
The name, business address, and present principal
occupation or employment of each director and executive
officer of Martley are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of
36th Floor Elliott and Braxton
New York, NY 10019 LP and President
of Martley
(d) and (e) During the last five years, none of the
persons or entities above has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors); or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is 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) All of the natural persons listed above are
citizens of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration
The source and amount of funds used by Elliott in making
purchases of the Series B Preferred Stock of the Issuer
("Preferred Stock") beneficially owned by it (80% of which
Preferred Stock is convertible within 60 days into the Common
Stock that is the subject of this Schedule) are set forth
below.
SOURCE OF FUNDS AMOUNT OF FUNDS
Margin accounts maintained at Merrill $2,400,000
Lynch, Pierce, Fenner and Smith Inc.
The source and amount of funds used by Westgate in
making purchases of the Preferred Stock beneficially owned by
it (80% of which Preferred Stock is convertible within 60 days
into the Common Stock that is the subject of this Schedule)
are set forth below.
SOURCE OF FUNDS AMOUNT OF FUNDS
Margin accounts maintained at Merrill $1,600,000
Lynch, Pierce, Fenner and Smith Inc.
ITEM 4. Purpose of Transaction
Each of Elliott and Westgate acquired the Preferred
Stock beneficially owned by it in the ordinary course of its
trade or business of purchasing, selling, trading and
investing in securities. Martley has acted as investment
manager with respect to Westgate's acquisition of beneficial
ownership of Preferred Stock.
Depending upon market conditions and other factors that
it may deem material, each of Elliott and Westgate may
purchase additional Preferred Stock or Common Stock or related
securities or may dispose of all or a portion of the Preferred
Stock or Common Stock or related securities that it now
beneficially owns or may hereafter acquire.
Except as set forth herein, none of Elliott, Westgate or
Martley has any plans or proposals which relate to or would
result in any of the actions set forth in subparagraphs (a)
through (j) of Item 4.
ITEM 5. Interest in Securities of the Issuer
(a) Elliott beneficially owns 2,400 shares of Preferred
Stock, 80% of which are convertible within 60 days (based on
current market prices) into 1,566,108 shares of Common Stock,
constituting 4.60% of the outstanding shares of Common Stock.
Elliott received 106,000 Warrants for no additional
consideration pursuant to the 5% Preferred Stock Securities
Purchase Agreement, dated March 31, 1997 (the "Purchase
Agreement"), and subsequently sold 42,400 Warrants to Westgate
in a private transaction. The Warrants are not convertible
into Common Stock until March 31, 1998.
Westgate beneficially owns 1,600 shares of Preferred
Stock, 80% of which are convertible within 60 days (based on
current market prices) into 1,044,072 shares of Common Stock,
constituting 3.06% of the outstanding shares of Common Stock.
Westgate acquired 42,400 Warrants from Elliott in a
private transaction. The Warrants are not convertible into
Common Stock until March 31, 1998.
Elliott and Westgate together beneficially own 2,506,375
shares of Common Stock, constituting 7.66% of all outstanding
shares of Common Stock. However, the number of shares of
Common Stock into which the Preferred Stock is convertible
fluctuates daily based upon the market price of the Common
Stock, as set forth in the Statement of Designation, Rights,
Preferences and Privileges of Series B Preferred Stock of the
Issuer annexed as Exhibit 4(e) to the Issuer's Form S-3 dated
April 30, 1997.
(b) Elliott has the power to vote or direct the vote
of, and to dispose or direct the disposition of, the Common
Stock beneficially owned by it.
Westgate has the shared power with Martley to vote or
direct the vote of, and to dispose or direct the disposition
of, the Common Stock owned by Westgate. Information regarding
each of Westgate and Martley for the purposes of subparagraph
(b) of this Item 5 is set forth in Item 2 above and expressly
incorporated by reference herein.
(c) The following transactions were effected by Elliott
during the past sixty (60) days:
Approximate
Amount of Shares Price per Share
Date Security Bought (Sold) Share (exclusive
of commissions)
6/11/97 Preferred Stock (1,600) $1,000.00
Warrants (42,400)
7/7/97 Preferred Stock 1,000 $ 1.625
Preferred Stock (1,000) $ 1.6563
The June 11, 1997 transaction was effected by Elliott
privately in New York. Westgate was the counterparty to this
transaction. The July 7, 1997 transactions were effected by
Elliott on NASDAQ in New York. No other transactions were
effected by Elliott or Westgate during the past sixty (60)
days.
(d) No person other than Elliott has 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
beneficially owned by Elliott.
No person other than Westgate has 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
beneficially owned by Westgate and Martley.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer
Elliott is a party to the Purchase Agreement, which
provides for, inter alia, registration rights with respect to
its shares of Preferred Stock and Warrants acquired on that
date and the shares of Common Stock into which such Preferred
Stock and Warrants are convertible or exchangeable. Westgate
has agreed to be bound by the terms of the Purchase Agreement
and Warrants pursuant to an Assignment Agreement, dated June
11, 1997, between Elliott and Westgate.<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned each certifies that the
information with respect to it set forth in this statement is
true, complete, and correct.
Dated: ELLIOTT ASSOCIATES, L.P.
August 6, 1997
By:/s/ Paul E. Singer
Paul E. Singer
General Partner
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc., as
Investment Manager
By:/s/ Paul E. Singer
Paul E. Singer
President
MARTLEY INTERNATIONAL, INC.
By:/s/ Paul E. Singer
Paul E. Singer
President
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on
Schedule 13D with respect to the Common Stock of Pharmos
Corporation, dated August 6, 1997, is, and any further
amendments thereto signed by each of the undersigned shall be,
filed on behalf of each of the undersigned pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended.
Dated as of: August 6, 1997
ELLIOTT ASSOCIATES, L.P. WESTGATE INTERNATIONAL, L.P.
By:/s/ Paul E. Singer By: Martley International,
Paul E. Singer Inc.,
General Partner as Investment Manager
By:/s/ Paul E. Singer
Paul E. Singer
President
MARTLEY INTERNATIONAL, INC.
By:/s/ Paul E. Singer
Paul E. Singer
President
