SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
Herbert Moskowitz,
616 Washington Court,
Guilderland, New York 12084
(518) 456-1876,
with a copy to Irwin M. Rosenthal, Esq.
Graham & James LLP
885 Third Ave., 21st Floor
New York, N.Y. 10022
(212) 848-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 19, 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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 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
<PAGE>
CUSIP NO. 53215M 10 1 SCHEDULE 13D
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1. NAME OF REPORTING PERSON Herbert Moskowitz
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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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(1)
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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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
738,414 (2)
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8. SHARED VOTING POWER
427,000 (3)
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9. SOLE DISPOSITIVE POWER
738,414 (2)
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10. SHARED DISPOSITIVE POWER
427,000 (3)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,165,414
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7% (4)
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14. TYPE OF REPORTING PERSON
IN
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(1) Of the securities acquired by the Reporting Person for which this
Amendment is being filed, all purchases were acquired through personal
funds of the Reporting Person. The balance represents securities
underlying options and warrants granted to the Reporting Person by the
Company.
(2) Includes 290,197 shares of Common Stock owned by the Reporting Person,
300,000 shares of Common Stock issuable upon exercise of options which are
currently exercisable, and an aggregate of 148,217 shares of Common Stock
underlying the Company's Class A Warrants and Class B Warrants (including
Class B Warrants issuable upon exercise of such Class A Warrants) held by
the Reporting Person.
(3) Represents 427,000 shares of Common Stock held of record by Magar Inc., of
which the Reporting Person is an officer, director and principal
stockholder.
(4) Based on 7,922,559 shares of Common Stock outstanding as reported in the
Company's report on Form 10Q for the quarterly period ended September 30,
1998.
Page 2 of 5
<PAGE>
CUSIP NO. 53215M 10 1 SCHEDULE 13D
This Amendment No. 3 to the Statement on Schedule 13D (the "Schedule 13D")
is filed by Herbert Moskowitz (the "Reporting Person"), and relates to the
Common Stock, $.001 par value per share (the "Common Stock") of Life Medical
Sciences, Inc. (the "Company").
ITEM 2. IDENTITY AND BACKGROUND.
Item 2(b) of the Schedule 13D is hereby amended as follows:
(b) The principal business address of the Reporting Person is the Andrew
F. Capoccia Law Centers LLC, 80 Wolf Road, #503, Albany, New York,
12205.
Item 2(c) of the Schedule 13D is hereby amended as follows:
(c) The present principal occupation of the Reporting Person is Chairman
of the Board of the Company and Business Manager of the Andrew F.
Capoccia Law Centers LLC, located at the address listed in Item 2(b)
above.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended as follows:
All purchases of Common Stock of the Company by the Reporting Person
since the filing of the Amendment No. 2 to the Schedule 13D were made using the
Reporting Person's personal funds. The balance represents securities underlying
options and warrants granted to the Reporting Person by the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) of the Schedule 13D is hereby amended 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,
300,000 shares are subject to issuance upon exercise of options
granted to the Reporting Person under the Company's 1992 Stock
Option Plan (as amended). Such options are fully vested and
currently exercisable. An option for 100,000 shares exercisable at a
per share price of $2.00 expires on May 28, 2005; an option for
47,864 shares exercisable at a per share price of $2.00 expires on
June 18, 2002; an option for 2,136 shares exercisable at a per share
price of $4.75 expires on June 18, 2002; and an option for 150,000
shares exercisable at a per share price of $2.00 expires in March
2000. Moreover, the shares listed in Items 11 and 13 on page 2
include an aggregate of 148,217 shares of Common Stock underlying
the Company's Class A Warrants and Class B Warrants (including Class
B Warrants issuable upon exercise of such Class A Warrants) held by
the Reporting Person.
Item 5(b) of the Schedule 13D is hereby amended as follows:
(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
Page 3 of 5
<PAGE>
CUSIP NO. 53215M 10 1 SCHEDULE 13D
Common Stock. Magar Inc. has its principal place of business at 25
Central Park West, Apartment 213, New York, New York 10023. Magar
Inc. is a private investment firm. The officers and directors and
principal stockholders of Magar Inc. include the Reporting Person,
Irwin M. Rosenthal, an attorney who is a partner in the law firm of
Graham & James LLP, 885 Third Avenue, 21st floor, New York, NY
10022, and Martin D. Fife whose present principal occupation, to the
knowledge of the Reporting Person, is Chairman of Skysat
Corporation, located at 25 Central Park West, Apartment 213, New
York, New York 10023.
Item 5(c) of the Schedule 13D is hereby amended as follows:
(c) The Reporting Person has not effected any transactions involving the
Common Stock during the sixty days prior to the date hereof.
Page 4 of 5
<PAGE>
CUSIP NO. 53215M 10 1 SCHEDULE 13D
SIGNATURES
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 5, 1999
By: /s/ Herbert Moskowitz
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Name: Herbert Moskowitz
