SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
GEN/RX, INC.
(Name of Issuer)
COMMON STOCK, $.004 PAR VALUE PER SHARE
(Title of Class of Securities)
9A999H 4W 1
(CUSIP Number)
Steven M. Goldman, Esq.
Sills Cummis Zuckerman Radin Tischman Epstein & Gross, P.A.
One Riverfront Plaza
Newark, New Jersey 07102
TEL: (201) 643-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 28, 1996
(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 that 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>.
Check the following box if a fee is paid with this statement <square>.
Page 1 of 5 Pages
<PAGE>
<TABLE>
<CAPTION>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apotex USA Inc.; 13-3661214
<S> <C> <C>
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) <square>
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED <square>
PURSUANT TO ITEMS 2(d) or (e)
6 CITIZEN OR PLACE OF ORGANIZATION
USA
</TABLE>
<TABLE>
<CAPTION>
7 SOLE VOTING POWER
NUMBER OF 13,288,274 (together with (a) the right to acquire an additional
SHARES 2,064,966 shares under certain circumstances (the "Additional
BENEFICIALLY Shares"), (b) a warrant to acquire an additional 2,500,000 shares at
OWNED BY an exercise price of $1 per share and (c) a warrant to acquire an
EACH additional 813,783 shares at an exercise price of $.75 per share
REPORTING (collectively, the "Warrant Shares").
PERSON
WITH
<S> <C> <C>
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
13,288,274 (together with (a) the right to acquire an additional
2,064,966 shares under certain circumstances (the "Additional
Shares"), (b) a warrant to acquire an additional 2,500,000 shares at
an exercise price of $1 per share and (c) a warrant to acquire an
additional 813,783 shares at an exercise price of $.75 per share.
10 SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,288,274 (together with (a) the right to acquire an additional 2,064,966 shares under
certain circumstances (the "Additional Shares"), (b) a warrant to acquire an additional
2,500,000 shares at an exercise price of $1 per share and (c) a warrant to acquire an
additional 813,783 shares at an exercise price of $.75 per share).
<S> <C>
12 CHECK BOX IF THE AGGREGATE AMOUNT OWNED IN ROW (11) EXCLUDES CERTAIN SHARES* <square>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.6% (73.6% if the Additional Shares and the Warrant Shares are acquired)
</TABLE>
Page 2 of 5 Pages
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
Page 3 of 5 Pages
<PAGE>
SCHEDULE 13D
Amendment No. 1
This Amendment is filed on behalf of Apotex USA Inc. ("Apotex"), a
Delaware corporation, and amends and supplements the initial Schedule 13D
dated April 24, 1995.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
At an auction held June 28, 1996, Apotex purchased all of the
outstanding shares of AUSA, Inc., a Delaware corporation ("AUSA"), which
had been a wholly owned subsidiary of Gen/Rx, Inc., a New York corporation
(the "Company"). The transaction was effective July 1, 1996. Payment was
made by forgiveness of $1,000,000 of indebtedness owed by the Company to
Apotex, leaving an outstanding balance of indebtedness of about $4,000,000.
The source of such advance was Apotex's own funds.
Item 4. PURPOSE OF TRANSACTION.
Apotex purchased the shares of AUSA in partial satisfaction of
outstanding indebtedness after the Company advertised an auction for the
AUSA shares. Apotex has no plans to dispose of any of the shares of the
Company's capital stock that Apotex holds beneficially or of record.
Apotex intends to retain control of the board of directors of the
Company. Apotex is evaluating and analyzing the options available to the
Company and Apotex and intends to take such steps as it may deem prudent
consistent with its duties and obligations.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
There has been no change in Apotex's holding of the Company's shares.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Copies of the following are included as exhibits to this Amendment:
None.
Page 4 of 5 Pages
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.
APOTEX USA INC.
By:/s/ Jack H. Schramm
----------------------------
Jack H. Schramm, President
Dated: July 1, 1996
Page 5 of 5 Pages
