Page 1 of 9 Pages
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
INNOVIR LABORATORIES, INC.
(Name of Issuer)
COMMON STOCK, $.013 PAR VALUE
(Title of Class of Securities)
457644106
(CUSIP Number)
Mr. Francis M. O'Connell
Chief Financial Officer
VIMRx Pharmaceuticals Inc.
2751 Centerville Road, Suite 210
Wilmington, Delaware 19808
(302) 998-1734
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 23, 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. o
Check the following box if a fee is being paid with this 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 pages)
(Page 1 of 9 Pages)
-----------------------
*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 (the "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. 457644106
- --------------- ----------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OR ABOVE PERSON
VIMRx Pharmaceuticals Inc. 06-1192468
- --------------- ----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
(b) o
- --------------- ----------------------------------------------------------------
3. SEC USE ONLY
- --------------- ----------------------------------------------------------------
4. SOURCE OF FUNDS
WC, 00 See Item 3.
- --------------- ----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) o
- --------------- ----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------- ----------- -----------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 22,666,666
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
----------- -----------------------------------------
8. SHARED VOTING POWER
0
----------- -----------------------------------------
9. SOLE DISPOSITIVE POWER
20,166,666
----------- -----------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------- ----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,666,666 See Item 5(a).
- --------------- ----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES o
- --------------- ----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.0%
- --------------- ----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------- ----------------------------------------------------------------
<PAGE>
Item I. Security and Issuer.
The securities to which this Schedule 13D relate are shares of
Common Stock, $.013 par value per share (the "Issuer Common Stock") of
Innovir Laboratories, Inc. (the "Issuer"), a corporation organized
under the laws of Delaware. The address of the Issuer's principal
executive office is 510 East 73rd Street, New York, New York 10021.
Item 2. Identity and Background.
The person filing this statement is VIMRx Pharmaceuticals Inc., a
corporation organized under the laws of the State of Delaware
("VIMRx"). VIMRx is engaged in developing therapeutic and related
products from synthetic hypericin, principally for the treatment of
viral and retroviral diseases and synthetic catalytic oligonucleotide
compounds for other indications. The address of VIMRx's principal
business and principal office is 2751 Centerville Road, Suite 210,
Wilmington, Delaware 19808.
During the last five years, VIMRx has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), and has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result
of which proceeding VIMRx 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.
Item 3. Source and Amount of Funds or Other Consideration.
The sources and amounts of funds used by VIMRx in acquiring
beneficial ownership of 22,666,666 shares of Issuer Common Stock were
as follows:
(i) 9,500,000 million shares of Issuer Common Stock were acquired by
VIMRx from the Aries Fund, a Cayman Islands trust, and the Aries
Domestic Fund, L.P., a Delaware limited partnership (together, the
"Aries Funds") on December 23, 1996 in exchange for 3,000,000 newly
issued shares of Common Stock, $.001 par value, of VIMRx (the "VIMRx
Shares") and $3,000,000 in cash. The source of the $3,000,000 in cash
was VIMRx's working capital.
(ii) 8,666,666 shares of Class D Convertible Preferred Stock of the
Issuer (the "Issuer Preferred Stock") convertible into 8,666,666
shares of Issuer Common Stock and 1,000,000 warrants to purchase
1,000,000 shares of Issuer Common Stock at $1.00 per share and
1,000,000 warrants to purchase 1,000,000 shares of Issuer Common Stock
at $2.00 per share, were granted to VIMRx by the Issuer in exchange
for all of the capital stock of VIMRx's wholly-owned subsidiary, VIMRx
Holdings, Ltd. ("VHL"); prior to closing, VIMRx had made a capital
contribution to VHL of $4,000,000.
(iii) proxies to vote 500,000 shares of Issuer Common Stock owned by
the Aries Funds and to vote up to 2,000,000 shares of Issuer Common
Stock purchasable by the Aries Funds upon exercise of warrants owned
by the Aries Funds were granted to VIMRx pursuant to certain
agreements in connection with the acquisition by VIMRx of 9,500,000
shares of Issuer Common Stock from the Aries Funds. See Item 6.
Item 4. Purpose of Transaction.
The purpose of the acquisition of beneficial ownership of the
22,666,666 shares of Issuer Common Stock by VIMRx was to acquire a
controlling interest in the Issuer. As set forth in Item 6, (i) VIMRx
has agreed to exercise warrants to purchase 1,000,000 shares of Issuer
Common Stock after receipt of a written request from the Issuer's
Board of Directors subsequent to May 31, 1997 specifying that the
Issuer has insufficient funds to continue its operations, and the
Aries Funds have agreed to exercise their warrants to purchase
2,000,000 shares of Issuer Common Stock in the event VIMRx so
exercises, (ii) the Aries Funds have granted VIMRx a voting proxy with
respect to 500,000 shares of Issuer Common Stock owned by the Aries
Funds and have agreed to grant VIMRx a proxy with respect to up to
2,000,000 shares of Issuer Common Stock purchasable by the Aries Funds
upon exercise of warrants, and (iii) the Issuer has agreed to convene
a meeting of its stockholders to elect seven directors, four of whom
shall be designees of VIMRx, and to approve an amendment to the
Issuer's certificate of incorporation to increase the authorized
number of shares of Issuer Common Stock to 70,000,000 shares. Except
as described above, VIMRx has no plans or proposals that would result
in the types of transactions described in paragraphs (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) VIMRx beneficially owns 22,666,666 shares of Issuer Common Stock
(including (i) 2,000,000 shares of Issuer Common Stock issuable
upon exercise of warrants, (ii) 8,666,666 shares of Issuer Common
Stock issuable upon conversion of 8,666,666 shares of Issuer
Preferred Stock, (iii) a proxy to vote 500,000 shares of Issuer
Common Stock owned by the Aries Funds and (iv) a proxy to vote up
to 2,000,000 shares of Issuer Common Stock issuable upon exercise
of warrants by the Aries Funds), representing approximately 74.0%
of the outstanding shares of Issuer Common Stock (based upon the
17,946,376 shares of Issuer Common Stock outstanding in December
1996 as reported in the Issuer's Annual Report on Form 10-K for
the year ended September 30, 1996). The Issuer Preferred Stock is
immediately convertible into Issuer Common Stock on a
share-for-share basis provided the Issuer has a sufficient number
of shares of Issuer Common Stock authorized for issuance upon
conversion of the Issuer Preferred Stock. In the event the Issuer
does not have a sufficient number of shares of Issuer Common
Stock so authorized by June 30, 1997, each share of Issuer
Preferred Stock for which there is not a sufficient number of
authorized shares will be convertible into one and one-half
shares of Issuer Common Stock. The Issuer has agreed to convene a
meeting of its stockholders to, among other things, approve an
amendment to its certificate of incorporation to increase the
authorized number of shares of Issuer Common Stock. See Item 6.
(b) VIMRx has sole power to vote or to direct the vote of the
22,666,666 shares of Issuer Common Stock beneficially owned by
it, and has sole power to dispose of or direct the disposition of
20,166,666 of such shares.
(c) No transactions in shares of Issuer Common Stock were effected by
VIMRx during the past 60 days other than acquisition of
beneficial ownership of the shares of Issuer Common Stock
described in Item 5.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer.
On December 23, 1996, VIMRx acquired an approximate 74.0%
beneficial ownership interest in the Issuer pursuant to an agreement
dated November 21, 1996 between VIMRx and the Issuer, a copy of which
is attached as Exhibit 1 hereto, and an agreement dated November 21,
1996, as amended, between VIMRx and The Aries Funds, copies of which
are attached as Exhibits 2 and 3 hereto.
Pursuant to the agreements, as amended (i) the Aries Funds, which
owned 4,000,000 shares of Issuer Common Stock prior to the
transaction, exercised warrants and unit purchase options to purchase
an additional 6,000,000 shares of Issuer Common Stock, thereby
providing $3,000,000 in cash to the Issuer and resulting in the Aries
Funds owning 10,000,000 shares of Issuer Common Stock; (ii) VIMRx
acquired 9,500,000 shares of Issuer Common Stock from the Aries Funds
for $3,000,000 in cash and the VIMRx Shares, and (iii) VIMRx exchanged
all of the capital stock of its wholly-owned subsidiary, VHL (to
which, prior to closing, VIMRx had made a capital contribution of
$4,000,000), for 8,666,666 shares of Issuer Preferred Stock
(convertible into 8,666,666 shares of Issuer Common Stock), plus
five-year warrants to purchase an additional 2,000,000 shares of
Issuer Common Stock (1,000,000 shares at an exercise price of $1.00
per share and 1,000,000 shares at an exercise price of $2.00 per
share).
Pursuant to a registration rights agreement, a copy of which is
attached as Exhibit 4 hereto, VIMRx has agreed to file a registration
statement (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") by February 6, 1997 for the
public resale of the VIMRx Shares, to use its best efforts to cause
the Registration Statement to be declared effective by the Commission
under the Securities Act of 1933, as amended (the "Securities Act") as
soon as practicable and to use its best efforts to keep the
Registration Statement effective until the earlier of the date the
VIMRx Shares shall have been disposed of or the date on which all
VIMRx Shares are eligible for sale pursuant to Rule 144 under the
Securities Act (December 23, 1999 under Rule 144 as in effect in the
date of this Schedule 13D). VIMRx has agreed to indemnify the holders
of the VIMRx Shares against certain civil liabilities, including
liabilities under the Securities Act.
The Issuer has agreed to convene a meeting of its stockholders to
elect seven directors, four of whom shall be designees of VIMRx
(Richard L. Dunning, VIMRx's President and Chief Executive Officer,
Francis M. O'Connell, VIMRx's Chief Financial Officer, David A.
Jackson, VIMRx's Executive Vice President and Chief Scientific
Officer, and Laurence D. Fink, a director of VIMRx), and to approve an
amendment to its certificate of incorporation to increase the
authorized number of shares of Issuer Common Stock to 70,000,000
shares.
Under the agreements, (i) VIMRx has agreed to exercise its
warrants to purchase 1,000,000 shares of Issuer Common Stock at $1.00
per share (for an aggregate exercise price of $1,000,000) after
receipt of a written request from the Issuer's Board of Directors
subsequent to May 31, 1997 specifying that the Issuer has insufficient
funds to continue its operations, (ii) the Aries Funds have agreed to
exercise their warrants to purchase 2,000,000 shares of Issuer Common
Stock at $.50 per share (for an aggregate exercise price of
$1,000,000) in the event VIMRx exercises its warrants pursuant to
clause (i) above, and to grant VIMRx an irrevocable voting proxy
through November 31, 1999 with respect to the shares of Issuer Common
Stock so purchased (which will not restrict the Aries Funds from
selling such shares and will lapse with respect to any such shares
sold), and (iii) the Aries Funds granted VIMRx an irrevocable voting
proxy with respect to the 500,000 shares of Issuer Common Stock owned
by the Aries Funds (which will not restrict the Aries Funds from
selling such shares and will lapse with respect to any such shares
sold).
Item 7. Material to be filed as Exhibits.
1. Copy of Agreement dated November 21, 1996, by and among VIMRx
and the Issuer.
2. Copy of Agreement dated November 21, 1996 (the "Aries
Agreement") by and among VIMRx and the Aries Funds.
3. Copy of Amendment to the Aries Agreement dated December 23,
1996 by and among VIMRx and the Aries Funds.
4. Copy of Registration Rights Agreement December 23, 1996 by and
among VIMRx and the Aries Funds.
<PAGE>
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.
Date: December 30, 1996
VIMRx PHARMACEUTICALS INC.
By: /s/ Francis M. O'Connell
Francis M. O'Connell
Chief Financial Officer
