SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
VioQuest Pharmaceuticals, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
17003P105
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(CUSIP Number)
Lester E. Lipschutz
Wolf, Block, Schorr and Solis-Cohen, LLP
1650 Arch Street, Philadelphia PA (215) 977-2046
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 18, 2005
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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(e), 13d-1(f) or 13d-1(g), check the
following box /__/.
(Page 1 of 7 Pages)
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CUSIP No. 17003P105 Page 2 of 7 Pages
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1. NAME OF REPORTING PERSON: Lester E. Lipschutz
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/
(b) /__/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS - OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) /__/
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6. CITIZENSHIP OR PLACE OF ORGANIZATION - U.S.A.
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NUMBER OF 7. SOLE VOTING POWER - 10,541,367
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER - 0
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER - 6,228,451
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER - 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 10,541,367
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 21.8%
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14. TYPE OF REPORTING PERSON - IN
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CUSIP No. 17003P105 Page 3 of 7 Pages
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D is filed in connection with the beneficial ownership
of the common stock, $.01 par value (the "Common Stock"), of VioQuest
Pharmaceuticals, Inc., a Delaware corporation (the "Company"). The address of
the principal executive office of the Company is 7 Deer Park Drive, Suite E,
Princeton Corporate Plaza, Monmouth Junction, NJ 08852. This statement
constitutes the initial filing of a Schedule 13D with respect to the Common
Stock beneficially owned by Lester E. Lipschutz.
ITEM 2. IDENTITY AND BACKGROUND
1. (a) Name of person filing: Lester E. Lipschutz
(b) Business address: Wolf, Block, Schorr and Solis-Cohen, LLP,
1650 Arch Street, Philadelphia, PA 19103.
(c) Mr. Lipschutz's present principal occupation is an attorney.
(d) Mr. Lipschutz has not been convicted in any criminal
proceeding (excluding traffic violations or similar
misdemeanors) during the past five years.
(e) Mr. Lipschutz has not been a party during the past five years
to a civil proceeding of a judicial or administrative body of
competent jurisdiction or 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.
(f) Citizenship: U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Lipschutz serves as trustee of (i) the Rosenwald 2000 Family
Trusts, (ii) the Lindsay A. Rosenwald Alaska Irrevocable Indenture of Trust, and
(iii) the Lindsay A. Rosenwald Nevada Irrevocable Indenture of Trust, and
investment advisor of (i) the Lindsay A. Rosenwald 2000 (Delaware) Irrevocable
Indenture of Trust, and (ii) the Lindsay A. Rosenwald Rhode Island Irrevocable
Indenture (collectively, the "Trusts"). In his capacity as trustee or investment
advisor of the Trusts, Mr. Lipschutz filed a Schedule 13G on December 17, 2004
reporting that as of that date he was the beneficial owner of 1,915,534 shares
of Common Stock held by the Trusts. Pursuant to a merger transaction, described
in Item 4, each of the Trusts obtained additional shares of Common Stock such
that Mr. Lipschutz, in his capacity as trustee or investment advisor of the
Trusts, may now be deemed the beneficial owner of 10,541,367 shares of Common
Stock held by the Trusts.
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CUSIP No. 17003P105 Page 4 of 7 Pages
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ITEM 4. PURPOSE OF TRANSACTION
Pursuant to an Agreement and Plan of Merger dated July 1, 2005 (the
"Agreement"), completed by the Company on October 18, 2005, Greenwich
Therapeutics, Inc. ("Greenwich"), a privately-held Delaware corporation, merged
into a wholly-owned subsidiary of the Company (the "Merger"). In consideration
for their shares of Greenwich capital stock and in accordance with the
Agreement, the Greenwich stockholders received an aggregate of 17,128,790 shares
of the Company's Common Stock and five-year warrants to purchase an aggregate of
4,000,000 shares of the Company's Common Stock at an exercise price of $1.41 per
share. All of the warrants are immediately exercisable. One-half of the shares
and warrants issued connection with the Merger are held in escrow and are to be
released upon achievement of certain milestones relating to clinical compounds
acquired by the Company in the Merger. The recipients of the securities held in
escrow have sole voting power with respect to such securities.
As a result of the Merger, (i) the Rosenwald 2000 Family Trusts, for
which Mr. Lipschutz serves as trustee, obtained 3,991,010 shares of Common Stock
and warrants to purchase an aggregate of 932,000 shares of Common Stock; (ii)
the Lindsay A. Rosenwald 2000 (Delaware) Irrevocable Indenture of Trust, for
which Mr. Lipschutz serves as investment advisor, obtained 1,717,161 shares of
Common Stock and warrants to purchase an aggregate of 401,000 shares of Common
Stock; (iii) the Lindsay A. Rosenwald Alaska Irrevocable Indenture of Trust, for
which Mr. Lipschutz serves as a trustee, obtained 428,220 shares of Common Stock
and warrants to purchase an aggregate of 100,000 shares of Common Stock; (iv)
the Lindsay A. Rhode Island Irrevocable Indenture of Trust, for which Mr.
Lipschutz serves as investment advisor, obtained 428,220 shares of Common Stock
and warrants to purchase an aggregate of 100,000 shares of Common Stock; and (v)
the Lindsay A. Rosenwald Nevada Irrevocable Indenture of Trust, for Mr.
Lipschutz serves as a trustee, obtained 428,220 shares of Common Stock and
warrants to purchase an aggregate of 100,000 shares of Common Stock.
Except as described above, at the present time, Mr. Lipschutz has no
specific plans or proposals that relate to or would result in any of the
following:
(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
an 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;
(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 charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
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CUSIP No. 17003P105 Page 5 of 7 Pages
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(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; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Lipschutz may be deemed the beneficial owner of (i) 5,268,035
shares of Common Stock and warrants to purchase an aggregate of 932,000 shares
of Common Stock owned by the Rosenwald 2000 Family Trusts, for which Mr.
Lipschutz serves as the trustee; (ii) 1,929,998 shares of Common Stock and
warrants to purchase an aggregate of 401,000 shares of Common Stock owned by the
Lindsay A. Rosenwald 2000 (Delaware) Irrevocable Indenture of Trust for which
Mr. Lipschutz is investment advisor; (iii) 641,057 shares of Common Stock and
warrants to purchase an aggregate of 100,000 shares of Common Stock owned by the
Lindsay A. Rosenwald Alaska Irrevocable Indenture of Trust for which Mr.
Lipschutz serves as a trustee; (iv) 428,220 shares of Common Stock and warrants
to purchase an aggregate of 100,000 shares of Common Stock owned by the Lindsay
A. Rosenwald Rhode Island Irrevocable Indenture of Trust for which Mr. Lipschutz
serves as investment advisor; and (v) 641,057 shares of Common Stock and
warrants to purchase an aggregate of 100,000 shares of Common Stock owned by the
Lindsay A. Rosenwald Nevada Irrevocable Indenture of Trust for which Mr.
Lipschutz serves as a trustee. Mr. Lipschutz disclaims beneficial ownership of
such shares.
(b) As trustee of (i) the Rosenwald 2000 Family Trusts, (ii) the
Lindsay A. Rosenwald Alaska Irrevocable Indenture of Trust, and (iii) the
Lindsay A. Rosenwald Nevada Irrevocable Indenture of Trust, and investment
advisor of (i) the Lindsay A. Rosenwald 2000 (Delaware) Irrevocable Indenture of
Trust, and (ii) the Lindsay A. Rosenwald Rhode Island Irrevocable Indenture, Mr.
Lipschutz has (A) sole voting and dispositive power over 5,411,951 shares of the
Company's Common Stock and warrants to purchase an aggregate of 816,500 shares
of Common Stock and (B) sole voting power over 3,496,416 shares of the Company's
common stock and warrants to purchase an aggregate of 816,500 shares of Common
Stock, which securities are held in escrow pursuant to the terms of the Merger.
(c) Not applicable.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of the
Company's Common Stock beneficially owned by Mr. Lipschutz.
(e) Not applicable.
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CUSIP No. 17003P105 Page 6 of 7 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except as described herein, there are no contracts, arrangements,
understandings or relationships with respect to the securities of the Company to
which Mr. Lipschutz is a party.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Not Applicable.
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CUSIP No. 17003P105 Page 7 of 7 Pages
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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.
Dated: October 26, 2005 /s/ Lester E. Lipschutz
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Lester E. Lipschutz