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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. 3)*
INNOVIR LABORATORIES, INC.
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(Name of Issuer)
COMMON STOCK, $.013 PAR VALUE
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(Title of Class of Securities)
457644106
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(CUSIP Number)
Mr. Francis M. O'Connell
Chief Financial Officer
VIMRX Pharmaceuticals Inc.
2751 Centerville Road, Suite 210
Wilmington, Delaware 19808
(302) 998-1734
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 24, 1998
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(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)
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*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
<TABLE>
<CAPTION>
<C> <S> <C>
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
47,195,679
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 47,195,679
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,195,679 See Item 5(a).
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100 %
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. 3 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.
On December 24, 1998 VIMRX paid (i) $7,500 in cash from VIMRX's working
capital to the Aries Domestic Fund, L.P., a Delaware limited partnership,
for 750,000 shares of Issuer Common Stock, and (ii) $17,500 in cash from
VIMRX's working capital to the Aries Fund, a Cayman Island Trust, for
1,750,000 shares of Issuer Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The aggregate of 2,500,000 shares of Issuer Common Stock purchased on
December 24, 1998 from the Aries Fund and the Aries Domestic Fund, L.P.
(collectively the "Aries Funds") were acquired by VIMRX to allow the Aries
Funds to realize a capital loss on their investment in Issuer Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) VIMRX beneficially owns 47,195,679 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 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
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Page 4 of 5 Pages
of Issuer Common Stock purchased pursuant to an agreement, dated December
31, 1997 by and between the Issuer and VIMRX (the "Agreement"), (vi)
14,475,044 shares of Issuer Common Stock purchased pursuant to the
Agreement from February 19, 1998 through August 10, 1998, (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), (viii) 750,000 shares of Issuer
Common Stock purchased from the Aries Domestic Fund, L.P., a Delaware
limited partnership, on December 24, 1998, and (iv) 1,750,000 shares of
Issuer Common Stock purchased from the Aries Fund, a Cayman Island Trust on
December 24, 1998, representing an aggregate of approximately 85.4% 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).
(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 all of such shares.
(c) On December 24, 1998, VIMRX purchased 2,500,000 shares of Issuer Common
Stock from the Aries Funds for a purchase price of $.01 per share.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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Page 5 of 5 Pages
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: January 8 ,1999
VIMRX PHARMACEUTICALS INC.
By: /s/ Francis M. O'Connell
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Francis M. O'Connell
Vice President, Finance
