UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Life Medical Sciences, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
53215M 10 1
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(CUSIP Number)
Irwin M. Rosenthal
Rubin Baum Levin Constant & Friedman, 30 Rockefeller Plaza, New York, NY 10112
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 29, 1996
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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 |_|.
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).
Page 1 of 5 pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 53215M 10 1 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Irwin M. Rosenthal
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER 83,325 (1)
SHARES
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER 677,500 (2)
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 83,325 (1)
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER 677,500 (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
760,825
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.55% (3)
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes 50,000 shares of Common Stock issuable upon exercise of an option
which is currently exercisable.
(2) Represents 677,500 shares of Common Stock held of record by Magar Inc., of
which Mr. Rosenthal is an officer, director and principal stockholder. Mr.
Rosenthal may be considered to beneficially own, and to have shared
investment and voting power with respect to, all shares of Common Stock
owned by Magar Inc.
(3) Based on 7,914,820 shares of Common Stock outstanding on the date hereof.
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 3 of 5 pages
This Amendment No. 1 to the statement on Schedule 13D (as defined
below) supplements the statement on Schedule 13D relating to the event date of
March 21, 1995 (the "Schedule 13D") by Irwin Rosenthal (the "Reporting Person"),
relating to the common stock, $.001 par value per share (the "Common Stock") of
Life Medical Sciences, Inc. (the "Company"). The Schedule 13D previously filed
is attached hereto as an exhibit.
Item 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby supplemented as follows:
This statement relates to the Common Stock, par value $.001 per
share (the "Common Stock") of Life Medical Sciences, a Delaware corporation (the
"Company"). The address of the Company's principal executive office is 379
Thornall Street, Edison, New Jersey, 08837.
Item 5. Interest in Securities of the Issuer.
Item 5(a) of the Schedule 13D is hereby supplemented
as follows:
(a) See the responses set forth in Items 11 and 13 on page 2 for information
relating to beneficial ownership of Common Stock of the Company by the Reporting
Person. Of the shares listed therein, 50,000 shares are subject to issuance upon
exercise of
<PAGE>
Page 4 of 5 pages
options granted on March 21, 1995 to the Reporting Person under the Company's
1992 Stock Option Plan (as amended). Such options are fully vested and currently
exercisable at a per share price of $2.66, the last sale price on the date of
grant, and expire in March 2000.
(d) During January 1994, Magar Inc. borrowed funds from National
Westminster Bank USA (the "Bank") and, to date, has pledged 270,000 shares of
the Company's Common Stock owned by it to the Bank as security for the repayment
of such funds. In the event of default on the loan, the Bank shall have the
right to vote and/or dispose of such shares.
Item 7. Material to be filed as Exhibits.
The previous statement on Schedule 13D filed on March 21, 1995 is
attached hereto as an exhibit.
<PAGE>
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 Amendment is true,
complete and correct.
Dated: April 11, 1997
/s/ Irwin Rosenthal
------------------------------
Irwin Rosenthal
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
Life Medical Sciences, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
53215M 101
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(CUSIP Number)
Irwin M. Rosenthal
Rubin Baum Levin Constant & Friedman, 30 Rockefeller Plaza, New York, NY 10112
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 21, 1995
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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 |_|.
Check the following box if a fee is being paid with the 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.
*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 1 of 9 pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 53215M 101 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Irwin M. Rosenthal
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER 151,804 shares of Common Stock
SHARES (includes 50,000 shares underlying currently
BENEFICIALLY exercisable options, and 34,000 shares held of
OWNED BY record by the reporting person but pledged as
EACH security for a loan)
REPORTING ---------------------------------------------------------
PERSON 8 SHARED VOTING POWER 857,500 shares of Common Stock
WITH (represents shares owned of record by Magar Inc., a
company of which the reporting person is an
officer, director and principal stock holder)
---------------------------------------------------------
9 SOLE DISPOSITIVE POWER 151,804 shares of Common
Stock (includes 50,000 shares underlying currently
exercisable options, and 34,000 shares held of
record by the reporting person but pledged as
security for a loan)
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER 857,500 shares of Common
Stock (represents shares owned of record by Magar
Inc., a company of which the reporting person is an
officer, director and principal stockholder)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,009,304
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.2%
Based upon 4,308,695 shares of Common Stock outstanding, plus an
additional 50,000 shares underlying currently exercisable options owned by
the reporting person.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*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>
Page 3 of 9 pages
Irwin M. Rosenthal has been a principal stockholder, officer and
director of Life Medical Sciences, Inc. since its inception and has filed a
Statement on Schedule 13G dated February 10, 1993, as amended by Amendment No. 1
thereto dated May 19, 1994 and Amendment No. 2 thereto dated February 14, 1995,
reflecting his stock ownership in Life Medical Sciences, Inc. prior to the date
of the event requiring the filing of this Statement.
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.001 per
share (the "Common Stock"), of Life Medical Sciences, Inc., a Delaware
corporation (the "Company"). The address of the Company's principal executive
office is 214 Carnegie Center, Princeton, New Jersey 08540
Item 2. Identity and Background.
(a) This statement is filed by Irwin M. Rosenthal (the "Reporting
Person").
(b) The principal business address of the Reporting Person is c/o
Rubin Baum Levin Constant & Friedman, 30 Rockefeller Plaza, New York, New York
10112.
(c) The present principal occupation of the Reporting Person is an
attorney at the law firm of Rubin Baum Levin Constant & Friedman.
<PAGE>
Page 4 of 9 pages
(d) During the last five years the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years the Reporting Person has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which proceeding the Reporting Person 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) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
78,915 shares of Common Stock were issued by the Company in a
private transaction to the Reporting Person on February 23, 1995 in
consideration for the cancellation by the Reporting Person of indebtedness of
the Company to the Reporting Person in the aggregate amount of approximately
$177,600 (including principal and accrued interest) (the "Loan Conversion"). The
cancelled indebtedness was originally provided from the Reporting Person's
personal funds. On February 23, 1995, 11,111 shares of Common Stock were sold by
the Reporting Person in a private transaction to an unrelated third party. The
option to purchase
<PAGE>
Page 5 of 9 pages
50,000 shares was granted under the Company's 1992 Stock Option Plan (as
amended). See Item 5(a). The shares owned of record by Magar Inc. were purchased
using Magar Inc.'s working capital.
Item 4. Purpose of Transaction.
The Reporting Person's purpose in effecting the Loan Conversion was
to increase his equity interest in the Company while at the same time
strengthening the Company's financial position.
The Reporting Person intends to review his investment in the Company
on a continuing basis and, depending on various factors, including the Company's
business affairs and financial position, the price levels of the Company's
securities, conditions in the securities markets and general economic and
industry conditions, the Reporting Person will take such actions with respect to
his investment in the Company as he deems appropriate in light of the
circumstances existing from time to time. Such actions may include the
acquisition of additional securities through open market and privately
negotiated transactions. The Reporting Person may, and reserves the right to,
sell some or all of his holdings in the open market or in privately negotiated
transactions to one or more purchasers. Except as disclosed in this Item 4, the
Reporting Person has no current plans or proposals which relate to or would
result in any of the events
<PAGE>
Page 6 of 9 pages
described in Items (a) through (j) of the general instructions to Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) See the responses set forth in Items 11 and 13 on page 2 for
information relating to beneficial ownership of Common Stock of the Company by
the Reporting Person. Of the shares listed therein, 50,000 shares are subject to
issuance upon exercise of options granted to the Reporting Person under the
Company's 1992 Stock Option Plan (as amended) on March 21, 1995. Such options
are fully vested and currently exercisable at a per share price of $2.63, the
last sale price on the date of grant, and expire in March 2000.
(b) See the responses set forth in Items 7,8,9, and 10 on page 2 for
information relating to the Reporting Person's power to vote and dispose of the
shares of Common Stock.
Magar Inc. has its principal place of business at 616 Washington Court,
Guilderland, New York 12084. Magar Inc. is a private investment firm. The
officers and directors and principal stockholders of Magar Inc. include the
Reporting Person, Herbert Moskowitz, an executive officer of Life Medical
Sciences, Inc., a publicly traded company engaged in research and development of
technologies for use in medical applications (located at 214 Carnegie Center,
Princeton, New Jersey 08540) and an officer and/or director of other public and
private com-
<PAGE>
Page 7 of 9 pages
panies, and Martin D. Fife who is the Chairman of the Board of Magar Inc. and an
officer and/or director of public and private companies.
To the knowledge of the Reporting Person none of these persons has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) during the last five years and none of these persons, during the
last five years, has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which proceeding
was or is subject to a judgement, decree or final order enjoining future
violations of, or prohibiting mandatory activities subject to, Federal or state
securities laws or finding any violation with respect to such laws. Magar Inc.
is organized under the laws of Delaware. Each of the individuals referred to
above is a citizen of the United States.
(c) Except as otherwise described herein, the Reporting Person has
not effected any transactions in the Common Stock during the sixty days prior to
the date hereof. The effective price per share of the Common stock issued in
connection with the Loan Conversion was $2.25.
(d) The Reporting Person has pledged to an individual 34,000 shares
of Common Stock as security for a loan to the Reporting Person from such
individual. In the event of default on the loan, such individual shall have the
right to vote and/or dispose of such shares. Except for such pledge, no person
other
<PAGE>
Page 8 of 9 pages
than the Reporting Person is known to have the right to receive or the power to
direct the receipt of dividends from or the proceeds from the sales of the
shares of any securities held of record by the Reporting Person.
The Reporting Person, Herbert Moskowitz and Martin D. Fife each has
a right to receive certain percentages of dividends with respect to, and
proceeds from the sale of, shares of Common Stock of the Company held by Magar
Inc. to the extent such amounts constitute profits of Magar Inc.
During January 1994, Magar Inc. borrowed funds from National
Westminster Bank USA (the "Bank") and, to date, has pledged 450,000 of the
shares of the Company's Common Stock owned by it to the Bank as security for the
repayment of such funds. In the event of default on the loan, the Bank shall
have the right to vote and/or dispose of such shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationship with Respect to
Securities of the Issuer.
See the response set forth in Item 5(d) for information relating to
division of profits.
Item 7. Material to be filed as Exhibits.
None
<PAGE>
Page 9 of 9 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.
Dated: March 30, 1995
s/Irwin M. Rosenthal
-------------------------------------------
Irwin M. Rosenthal
