UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
(Final Amendment)
INNOVIR LABORATORIES, INC.
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(Name of Issuer)
Common Stock, $0.13 per share par value
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(Title of Class of Securities)
45764Y106
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(CUSIP Number)
James W. Giddens, solely in his with a copy James B. Kobak, Jr.
capacity as trustee for the to: Hughes Hubbard & Reed LLP
liquidation of the business of One Battery Park Plaza
A.R. Baron & Co., Inc. New York, New York 10004-1482
P.O. Box 359 212-837-6000
Bowling Green Station
New York, New York 10274
212-425-3005
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 12, 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 this statement |_|. (A fee
is not required only if the filing 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).
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Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for the 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 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>
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CUSIP NO. 45764Y106 13D PAGE 3 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James W. Giddens, solely in his capacity as trustee under SIPA
pursuant to the court order described herein.
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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*
00
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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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7 SOLE VOTING POWER
1,045,199 shares
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,045,199 shares
WITH ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,045,199 shares
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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 9
3.9%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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This Amendment No. 1 amends and supplements the Schedule 13D filed on August 28,
1996 (the "Schedule 13D") by James W. Giddens, solely in his capacity as trustee
under SIPA, with respect to the Common Stock of the Issuer. All capitalized
terms used in this Amendment and not otherwise defined herein have the meaning
set forth in the Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
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(a) The Trustee believes that, for the purposes of Rule 13d-3(a) under the Act,
as of August 12, 1997, he was the beneficial owner of a total of 1,045,199
Shares of Common Stock, of which 991,874 shares were formerly Pledged Shares and
53,325 were directly owned shares of Common Stock underlying then currently
exercisable Unit Purchase Options of the Issuer. The Pledged Shares were pledged
to ARB by 110958 Ontario Inc, Ken Stokes and Eric Broadley (the "Note Obligors")
pursuant to a Secured Demand Note Collateral Agreements for Equity Capital dated
September 4, 1995 (the "Security Agreements") by the Note Obligors in favor of
ARB as security for the Note Obligors' obligations pursuant to Secured Demand
Notes dated September 4, 1995 by the Note Obligors in favor of ARB.
(b) The Trustee believes that he has the sole power to vote and direct the vote,
and the sole power to dispose or direct the disposition, of the Shares.
(c) On August 12, 1997, the Issuer issued additional Common Stock, increasing
the total outstanding Common Stock of the Issuer to 26,750,529 shares. As a
result of this issuance, the Trustee's share ownership in the Issuer was diluted
to approximately 3.9% of the total outstanding shares of Common Stock (based on
the Issuer's then current 10-Q filing with the Securities and Exchange
Commission). Accordingly, the Trustee ceased to be a beneficial owner of more
than 5% of the outstanding Common Stock.
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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: June 4, 1999
By: /S/ JAMES W. GIDDENS
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James W. Giddens, solely as trustee
pursuant to a court order dated
July 11, 1996
