SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
SHEFFIELD PHARMACEUTICALS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
821230309
(CUSIP Number)
Jodi S. Brodsky, Esq.
Sills Cummis Zuckerman Radin Tischman Epstein & Gross, P.A.
One Riverfront Plaza
Newark, New Jersey 07102
TEL: (973) 643-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 15, 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 <square>.
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<CAPTION>
CUSIP NO. 13D PAGE 2 of 7 PAGES
<S> <C> <C>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
INPHARZAM INTERNATIONAL, S.A.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _____
(b) _____
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
WC
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _____
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
SWITZERLAND
(7) SOLE VOTING POWER
NUMBER OF
SHARES 2,646,154
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING -0-
PERSON
WITH (9) SOLE DISPOSITIVE POWER
2,646,154
(10) SHARED DISPOSITIVE POWER
-0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,646,154
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES _____
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.88%
(14) TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01 per
share (the "Shares") of Sheffield Pharmaceuticals, Inc., a Delaware corporation
(the "Company"). The Company's principal executive offices are located at
425 Woodsmill Road, St. Louis, Missouri 63017.
Item 2. IDENTITY AND BACKGROUND.
(a) The name of the person filing this statement is Inpharzam
International, S.A. ("Inpharzam").
(b) Inpharzam is incorporated in Switzerland. The principal
business of Inpharzam is the holding, management and
development of companies and activities in the
pharmaceutical field for the interest of the reporting
person.
(c) The address of Inpharzam's principal business and principal
office is Via Industria 1, 6814 Cadempino, Switzerland.
(d) None of (i) the executive officers or directors of
Inpharzam, (ii) any other persons controlling Inpharzam or
(iii) the executive officers or directors of any other
person controlling Inpharzam have during the last five
years been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of (i) the executive officers or directors of
Inpharzam, (ii) any other persons controlling Inpharzam
or (iii) the executive officers or directors of any other
person controlling Inpharzam have during the last five
years been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result
of which such 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.
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Item 3. Source and Amount of Funds or Other Consideration.
Inpharzam spent $2,150,000 from its working capital to consummate
the transactions described in Item 5 below.
Item 4. Purpose of Transaction.
All of the Shares to which this statment relates were acquired for
investment purposes only.
Inpharzam intends to review on a continuing basis its investment in the
Shares of the Company and may in the future purchase additional Shares or
dispose of Shares now held.
Except as set forth herein, Inpharzam does not presently have plans or
proposals which relate to or would result in (a) the acquisition by any person
of additional securities of the Company, or the disposition of securities of
the Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present board of
directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board except that Inpharzam will seek a seat on the board of directors of the
Company in an effort to protect its investment; (e) any material change in the
present capitalization or dividend policy of the Company; (f) any other
material change in the Company's business or corporate structure; (g) changes
in the Company's Certificate of Incorporation or By-Laws or other actions which
may impede the acquisition of control of the Company by any person; (h) causing
a class of securities of the Company to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity
securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended; or (j) any action similar to any of those enumerated above.
Page 4 of 7
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Item 5. Inerest in Securities of the Issuer.
(a) After giving effect to the transactions described below,
Inpharzam beneficially owned 2,646,154 Shares, all of which it held directly,
representing 11.88% of the Company's outstanding Shares.
(b) Inpharzam has the sole power to vote and sole power to dispose
of all such Shares.
(c) The following is a description of the transactions in the Shares
that were effected by Inpharzam during the past sixty days:
Date of Number of Price Per Where and How
Transaction SHARES Share Transaction Was Effected
April 14, 1998 800,000 $.8125 Private Placement
June 15, 1998 1,846,154 $.8125 Private Placement
(d) No other person is known by the reporting person to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities described in this Item 5 above.
(e) Not Applicable.
Page 5 of 7
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
Page 6 of 7
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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: June 18, 1998
INPHARZAM INTERNATIONAL, S.A.
/s/Alberto Zambon
Signature:______________________________
By: Alberto Zambon, President
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