BELSON JEROME
SC 13G/A, 2000-07-06
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)
                                AMENDMENT NO. 2*

        INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
  13d-1 (b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

                           HEMISPHERX BIOPHARMA, INC.
                           --------------------------
                                (Name of Issuer)

                          COMMON STOCK, $.001 PAR VALUE
                         ------------------------------
                         (Title of Class of Securities)

                                    42366C103
                                 --------------
                                 (CUSIP Number)

                                  June 8, 2000
             ------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement

                Check the appropriate box to designate the rule
                   pursuant to which this schedule is filed:
                               [ ] Rule 13d-1(b)
                               [X] Rule 13d-1(c)
                               [ ] Rule 13d-1(d)

* 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>

CUSIP No. 42366C103

     ---------------------------------------------------------------------------

1.   Names of Reporting Persons,  S. S. or I. R. S. Identification Nos. of Above
     Persons

                                   Jerome Belson

     ---------------------------------------------------------------------------

2.   Check the Appropriate Box if a Member of a Group (See Instructions)

     (a) N/A

     (b) N/A

     ---------------------------------------------------------------------------

3.   SEC  Use  Only

     ---------------------------------------------------------------------------

4.   Citizenship or Place of Organization:  United States of America

     ---------------------------------------------------------------------------

     Number of Shares Owned by Each Reporting Person with

5.   Sole Voting  Power:  760,205  shares of Common Stock  consisting of 474,505
     shares  of common  stock and  285,700  shares  of common  stock  underlying
     certain  warrants.  Mr. Belson has given an irrevocable proxy to William A.
     Carter,  President of  Hemispherx  Biopharma,  to vote 50,000 shares of Mr.
     Belson's common stock.

     ---------------------------------------------------------------------------

6.   Shared Voting Power:  N/A

     ---------------------------------------------------------------------------

7.   Sole Dispositive Power: 760,205 shares of Common Stock

     ---------------------------------------------------------------------------

8.   Shared Dispositive Power:  N/A

     ---------------------------------------------------------------------------

9.   Aggregate  Amount  Beneficially  Owned by Each  Reporting  Person:  760,205
     shares of Common Stock, without par value

     ---------------------------------------------------------------------------

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares:  N/A

     ---------------------------------------------------------------------------

11.  Percent of Class Represented by Amount in Row (9): 2.6 %

     ---------------------------------------------------------------------------


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<PAGE>

12.  Type of Reporting Person: IN

     ---------------------------------------------------------------------------

Item 1.

       1(a). Name of Issuer.  Hemispherx Biopharma, Inc.

       1(b). Address of Issuer's Principal Executive Offices.

             One Penn Center
             1617 JFK Blvd., Suite 660
             Philadelphia, PA 19103

Item 2.

       2(a). Name of Person Filing. Jerome Belson

       2(b). Address of Principal Business Office.

             495 Broadway - 6th Floor
             New York, New York 10012


       2(c). Citizenship. United States of America

       2(d). Title of Class of Securities. Common Stock, $.001 par value.

       2(e). CUSIP Number. 42366C103

Item 3.      N/A

Item 4.      Ownership.

       (a)   Amount Beneficially Owned: 760,205

       (b)   Percent of Class: 2.6 %

       (c)   Number of Shares as to which such person has:

       (i)   Sole power to vote or to direct the vote 760,205

       (ii)  Shared power to vote or to direct the vote 0.

       (iii) Sole power to dispose or to direct the disposition of 760,205

       (iv)  Shared power to dispose or to direct the disposition of 0.


                                        3

<PAGE>


Item 5.  Ownership of Five Percent or Less of a Class. [X]


Item 6.  Ownership of More than Five Percent on Behalf of Another Person. N/A


Item 7.  Identification  and Classification of the Subsidiary Which Acquired the
         Security Being Reported on by the Parent Holding Company. N/A


Item 8.  Identification and Classification of Members of a Group. N/A


Item 9.  Notice of Dissolution of Group: N/A


Item 10. Certification:

      (b) The  following  certification  shall be included if the  statement  is
filed pursuant to rule 13d-1(c).

      By signing  below, I certify that, to the best of my knowledge and belief,
the  securities  referred to above were not  acquired  and were not held for the
purpose of or with the effect of  changing  or  influencing  the  control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction have that purpose or effect.

      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.

                                                           July 5, 2000
                                                   -----------------------------
                                                              (Date)

                                                       /s/ Jerome Belson
                                                   -----------------------------
                                                             (Signature)
                                                           Jerome Belson

                                                   -----------------------------
                                                            (Name/Title)

      The original  statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative.  If the statement is signed
on behalf of a person by his authorized  representative (other than an executive
officer  or  general   partner  of  this   filing   person),   evidence  of  the
representative's  authority to sign on behalf of such person shall be filed with
the  statement,  provided,  however,  that a power of attorney  for this purpose
which is already on file with the Commission may be  incorporated  by reference.
The name and any title of each person who signs the statement  shall be typed or
printed beneath his signature.

Attention:  Intentional  misstatements  or omissions of fact constitute  Federal
criminal violations (See 18 U. S. C. 1001).


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