Page 1 of 5 Pages
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
August 10, 1998
(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.
(Continued on following pages)
(Page 1 of 5 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).
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Page 2 of 5 Pages
SCHEDULE 13D
CUSIP No. 457644106
NY:32798.1
- --------------- ----------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VIMRX Pharmaceuticals Inc. 06-1192468
- --------------- ----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
- --------------- ----------------------------------------------------------------
3. SEC USE ONLY
- --------------- ----------------------------------------------------------------
4. SOURCE OF FUNDS
WC See Item 3.
- --------------- ----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E)
- --------------- ----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------- ----------- -----------------------------------------
7. SOLE VOTING POWER
NUMBER OF
44,695,679
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
----------- -----------------------------------------
8. SHARED VOTING POWER
0
----------- -----------------------------------------
9. SOLE DISPOSITIVE POWER
47,195,679
----------- -----------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------- ----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,695,679 See Item 5(a).
- --------------- ----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES X
- --------------- ----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.1%
- --------------- ----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------- ----------------------------------------------------------------
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Page 3 of 5 Pages
Item 1. Security and Issuer.
The securities to which this Amendment No. 2 to Schedule 13D relate are
shares of Common Stock, $.013 par value per share (the "Issuer Common
Stock"), of Innovir Laboratories, Inc., a corporation organized under
the laws of Delaware (the "Issuer"). 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 a biotechnology company comprised of a diverse
portfolio of companies, technologies and compounds. 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.
During the period from February 19, 1998 through August 10, 1998, VIMRX
paid the Issuer $5,000,000 from VIMRX's working capital to acquire
14,475,044 shares of Issuer Common Stock in 19 transactions each
pursuant to an Agreement dated December 31, 1997 by and between VIMRX
and the Issuer (the "Agreement"). In addition, in a separate
transaction as of June 30, 1998, VIMRX cancelled certain loans and
advances, aggregating $1,158,947 made to the Issuer over the period
from December 2, 1997 to June 30, 1998, in consideration of the
issuance to VIMRX of 3,973,533 shares of Issuer Common Stock. The price
per share in the June 30, 1998 transaction was determined on the same
basis as provided in the Agreement. See Item 6.
Item 4. Purpose of Transaction.
The 14,475,044 shares of Issuer Common Stock purchased pursuant to the
Agreement from February 10, 1998 through August 10, 1998 were acquired
by VIMRX to provide working capital necessary for Issuer's continuing
operations. The 3,973,533 shares of Issuer Common Stock acquired on
June 30, 1998 were acquired to improve the Issuer's financial position
by relieving the Issuer of its obligation to repay the $ 1,158,947 in
loans and advances.
Item 5. Interest in Securities of the Issuer.
(a) VIMRX beneficially owns 44,695,679 shares of Issuer Common Stock
(including (i) 2,000,000 shares of Issuer Common Stock issuable upon
exercise of warrants, 1,000,000 of which were issued to VIMRX by the
Issuer in December, 1996 and 1,000,000 of which were issued to VIMRX by
the Issuer in December, 1997, (ii) 9,500,000 shares of Issuer Common
Stock acquired from the Aries Fund, a Cayman Island Trust and the Aries
Domestic Fund, L.P. a Delaware limited partnership (collectively, the
"Aries Funds") in December, 1996, (iii) 1,000,000 shares of Issuer
Common Stock acquired upon the exercise by VIMRX of warrants in August,
1997, such warrants having been issued to VIMRX by the Issuer in
December, 1996, (iv) 8,666,666 shares of Issuer Common Stock acquired by
VIMRX upon the conversion by VIMRX of 8,666,666 shares of Issuer
Preferred Stock issued to VIMRX by the Issuer in December, 1996, (v)
5,080,436 shares of Issuer Common Stock purchased pursuant to the
Agreement in December, 1997, (vi) 14,475,044 shares of Issuer Common
Stock purchased pursuant to the Agreement from February 19, 1998 through
August 10, 1998, and (vii) 3,973,533 shares of Issuer Common Stock
issued as of June 30, 1998 upon cancellation of $1,158,947 in loans and
advances), representing approximately 80.8% of the outstanding shares of
Issuer Common Stock based upon the 55,279,502 shares of Issuer Common
Stock outstanding (including the 2,000,000 warrants for the purchase of
Issuer Common Stock held by VIMRX). In addition, VIMRX holds a proxy to
vote 2,500,000 shares of Issuer Common Stock owned by the Aries Funds
(beneficial ownership of such shares is disclaimed by VIMRX).
Page 4 of 5 Pages
(b) VIMRX has sole power to vote or to direct the vote of 47,195,679 shares
of Issuer Common Stock and has sole power to dispose of or direct the
disposition of 44,695,679 of such shares.
(c) During the past 60 days, VIMRX purchased 13,761,214 shares of Issuer
Common Stock , 5,080,436 of which were purchased in the June 30, 1998
debt cancellation transaction and the remainder of which were purchased
pursuant to the Agreement.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
Pursuant to the Agreement, the Issuer had the contractual ability to
require VIMRX to purchase from the Issuer up to $5,000,000 worth of
Issuer Common Stock at a purchase price equal to the lower of (i) the
average closing bid price per share of Issuer Common Stock during the
fifteen (15) days preceding the purchase and (ii) $1.30. As of August
10, 1998, VIMRX has purchased all Issuer Common Stock required to be
purchased by it under the Agreement.
Item 7. Material to be filed as Exhibits.
None.
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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: August 14, 1998
VIMRX PHARMACEUTICALS INC.
By: /s/ Francis M. O'Connell
Francis M. O'Connell
Vice President, Finance
