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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. __)*
GeneMedicine, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
36870710
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(CUSIP Number)
Andrew J. Levinson, Esq., Herzfeld & Rubin, P.C.
40 Wall Street, N.Y., N.Y. 10005 (212) 344-5500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 17, 1997
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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).
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SCHEDULE 13D
CUSIP No. 36870710 Page of Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Blech
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF : BD
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
673,000 shares
NUMBER OF SHARES
8 SHARED VOTING POWER
BENEFICIALLY
133,333
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING PERSON
673,000 shares
WITH
10 SHARED DISPOSITIVE POWER
133,333
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
806,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
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.
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SCHEDULE 13D
CUSIP No. 36870710 Page of Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. Blech & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
-0-
NUMBER OF SHARES
8 SHARED VOTING POWER
BENEFICIALLY
133,333
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING PERSON
-0-
WITH
10 SHARED DISPOSITIVE POWER
133,333
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
14 TYPE OF REPORTING PERSON*
CO
*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.
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The following statement on Schedule 13D (the "Statement") with
respect to the common stock, par value $.001 per share (the "Common Stock") of
GeneMedicine, Inc. (the "Issuer") is being filed on behalf of David Blech and D.
Blech & Co.
Item 1. Security and Issuer
This Statement relates to the Common Stock of the Issuer. The
Issuer's principal executive offices are at 8301 New Trails Drive, The
Woodlands, Texas 77381-4248.
Item 2. Identity and Background
(a) This Statement is being filed on behalf of David Blech and
D. Blech & Co.
(b) The business address of David Blech and the address of D.
Blech & Co. is 225 Lafayette Street, New York, New York 10012.
(c) Mr. Blech is the President, the sole director and the sole
shareholder of D. Blech & Co., a financial advisory firm, formerly a registered
broker dealer, located at 225 Lafayette Street, New York, New York 10012.
(d)-(e) Neither Mr. Blech nor D. Blech & Co. has, during the
last five years, been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has Mr. Blech or D. Blech & Co., during
such period, been a party to a civil proceeding of a judicial or administrative
body and as a result of such proceeding been subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to,
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federal or state securities laws or finding any violation with respect to such
laws.
(f) Mr. Blech is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Blech has acquired, in open market purchases 673,000
shares of Common Stock for an aggregate purchase price of $4,214,172.75. A table
setting forth the date of each transaction, the amount of shares of the Common
Stock acquired in each transaction and the purchase price per share in each
transaction, is annexed hereto as Annex A and incorporated herein by reference.
The source of approximately half of the funds required to effect the foregoing
purchases was Mr. Blech's personal funds and the source of the remaining funds
required to effect such transactions was borrowings of margin funds from or
through the broker dealers by which such purchases were effected.
The Issuer and D. Blech & Co., entered into a warrant
agreement (the "Warrant Agreement"), incorporated herein by reference (see
Exhibit 1.1 to the Registration Statement on Form S-1 of the Issuer (No.
33-77126)), dated as of July 12, 1994, pursuant to which D. Blech & Co., as
partial compensation for underwriting a public offering of the Issuer's Common
Stock, was issued a warrant (the "Warrant") granting D. Blech & Co. the right to
purchase 133,333 shares of the Common Stock at a price of $13.50 per share. The
Warrant expires on July, 12 1999. The Warrant, among other things, has been
pledged as security to Bear
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Stearns & Co., Inc. pursuant to the terms of an agreement (the Clearing
Agreement") pursuant to which Bear Stearns acted as clearing broker for D. Blech
& Co.
Item 4. Purpose of Transaction.
Mr. Blech and D. Blech & Co. have no proposal or plan which
would result in any of the transactions or events enumerated in paragraphs (a)
through (j) of this item. Mr. Blech and D. Blech & Co. acquired the shares of
Common Stock identified in this Statement for investment purposes.
Notwithstanding the foregoing, Mr. Blech and D. Blech & Co. reserve the right at
any time or from time to time to acquire additional shares of the capital stock
of the Issuer or to dispose of any shares of capital stock of the Issuer in open
market or privately negotiated transactions on terms deemed by either of them to
be appropriate or to propose any of the transactions described in Item 4 to the
Issuer's board of directors or to seek control of such board and thereafter to
cause or seek to cause any of such transactions to take place.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Blech has acquired 673,000 shares of the Common Stock.
In addition, the Warrant is exercisable for 133,333 shares of Common Stock. As
the sole director and shareholder of D. Blech & Co., Mr. Blech beneficially owns
such shares of Common Stock. Accordingly, Mr. Blech beneficially owns 6.1% of
the Common Stock deemed to be outstanding based on
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12,990,314 shares of Common Stock reported by the Issuer as outstanding on
October 25, 1996 in its Quarterly Report on Form 10-Q for the period ending
September 30, 1996. D. Blech & Co., as holder of the Warrant, is the beneficial
owner of 1.0% of the Common Stock deemed to be outstanding.
(b) Mr. Blech has sole voting and dispositive power with
respect to 673,000 shares of Common Stock and shares with D. Blech & Co. the
voting and dispositive power with respect to the remaining shares identified in
this Statement.
(c) All the transactions with respect to the securities of the
Issuer by Mr. Blech within the past 60 days are the transactions detailed in the
table annexed hereto as Annex A. All such transactions were effected in open
market transactions on the Nasdaq National Market. Except as set forth on Annex
A, there have been no transactions within the past 60 days by D. Blech & Co.
with respect to the securities of the Issuer.
(d) No person other than Mr. Blech has the right to receive or
direct the receipt of dividends or sales proceeds of the Common Stock owned or
sold by Mr. Blech, and no person other than D. Blech & Co. has the right to
receive or direct the receipt of dividends or sales proceeds of the Common Stock
or Warrant owned or sold by D. Blech & Co.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Mr. Blech is not a party to any contract, arrangement or
understanding with any other person, including, without
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limitation, the Issuer, with respect to the securities of the Issuer. Other than
the Warrant Agreement and the Clearing Agreement, D. Blech & Co. is not a party
to any contract, arrangement or understanding with any other person, including,
without limitation, the Issuer, with respect to the securities of the Issuer.
Item 7. Material to be filed as Exhibits.
1. Joint Filing Agreement.
2. Warrant Agreement (incorporated by reference from
Exhibit 1.1 to the Issuer's Registration Statement
on Form S-1, No. 33-77126).
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ANNEX A
Price
Shares Per
Date Purchased Share
12/13/96 10,000 $4.3125
12/16/96 5,000 4.125
12/17/96 25,000 4.125
12/30/96 17,500 5.0625
12/31/96 6,000 5.50
12/31/96 4,000 5.4375
12/31/96 45,000 5.25
1/7/97 70,000 6.111
1/8/97 60,000 6.52
1/9/97 32,500 6.58
1/10/97 13,000 6.65
1/13/97 35,000 6.982
*1/14/97 40,000 6.7531
1/14/97 10,000 6.6875
1/15/97 30,000 6.4375
1/15/97 10,000 6.50
1/15/97 40,000 6.46875
1/16/97 90,000 6.643
1/16/97 20,000 6.625
1/16/97 80,000 6.50
1/17/97 15,000 6.6875
1/21/97 10,000 6.6875
1/21/97 5,000 6.5265
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* Originally purchased in the name of D. Blech & Co.
and transferred to David Blech at cost.
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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: January 29, 1997
/s/ DAVID BLECH
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David Blech
D. BLECH & CO.
By: /s/ DAVID BLECH
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David Blech, President
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EXHIBIT INDEX
No. Description Page
1. Joint Filing Agreement.
2. Warrant Agreement (incorporated by reference from
Exhibit 1.1 to the Issuer's Registration Statement on
Form S-1, No. 33-77126).
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Joint Filing Agreement
The undersigned hereby consent to the joint filing by any of
them of a Statement on Schedule 13D and any amendments thereto, whether
heretofore or hereafter filed, relating to the common stock, par value $.001 per
share, of GeneMedicine, Inc.
Dated: January 29, 1997
/s/ DAVID BLECH
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David Blech
D. BLECH & CO.
By: /s/ DAVID BLECH
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David Blech, President
