-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BhkxEHm8EK/yn9ye1SjLE0pIhijQ3SOUBufvN35Y89pLxT4OZS4DdinG+3KMH0BK kwaLIjS92BBkZxpnsqFkDw== 0001104659-04-005026.txt : 20040219 0001104659-04-005026.hdr.sgml : 20040219 20040218182308 ACCESSION NUMBER: 0001104659-04-005026 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040219 GROUP MEMBERS: BIOCHEMICS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VASO ACTIVE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001232400 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 020670926 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79687 FILM NUMBER: 04614229 BUSINESS ADDRESS: STREET 1: 99 ROSEWOOD DRIVE STREET 2: SUITE 260 CITY: DANVERS STATE: MA ZIP: 01923 BUSINESS PHONE: 9787500090 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MASIZ JOHN J CENTRAL INDEX KEY: 0001272675 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 99 ROSEWOOD DRIVE STREET 2: SUITE 260 CITY: DANVERS STATE: MA ZIP: 01923 BUSINESS PHONE: 978 750 0090 SC 13G 1 a04-2304_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

 

VASO ACTIVE PHARMACEUTICALS, INC.

(Name of Issuer)

 

Class A common stock

(Title of Class of Securities)

 

92232R107

(CUSIP Number)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

ý

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

 

The information required in 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).

 



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
John J. Masiz

 

 

2.

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

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,550,000

 

6.

Shared Voting Power
NONE

 

7.

Sole Dispositive Power
1,550,000

 

8.

Shared Dispositive Power
NONE

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,550,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
44.5%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2



 

 

CUSIP No.  92232R107

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
BioChemics, Inc.

 

 

2.

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

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,500,000

 

6.

Shared Voting Power
NONE

 

7.

Sole Dispositive Power
1,500,000

 

8.

Shared Dispositive Power
NONE

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
44.5%

 

 

12.

Type of Reporting Person (See Instructions)
HC

 

3



 

Item 1.

 

(a)

Name of Issuer
Vaso Active Pharmaceuticals, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
99 Rosewood Drive, Suite 260, Danvers, MA  01923

 

Item 2.

 

(a)

Name of Person Filing
BioChemics, Inc.
John J. Masiz

 

(b)

Address of Principal Business Office or, if none, Residence
99 Rosewood Drive, Suite 260
Danvers, MA 01923

 

(c)

Citizenship
BioChemics, Inc. is a Delaware corporation
John J. Masiz is a United States citizen

 

(d)

Title of Class of Securities
Class A common stock

 

(e)

CUSIP Number
92232R107

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

ý

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

4



 

Item 4.

Ownership

BioChemics, Inc.

BioChemics, Inc. is deemed the beneficial owner of 1,500,000 shares of Class A common stock of the Issuer. All of BioChemics, Inc.’s beneficial ownership of Class A common stock is derived from beneficial ownership of Class B common stock of the Issuer which is convertible into Class A common stock on a share-for-share basis.

 

(a)

Amount beneficially owned:   

1,500,000

 

(b)

Percent of class:   

44.5%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

1,500,000

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

1,500,000

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

Item 4.

Ownership

John J. Masiz

Mr. Masiz is deemed the beneficial owner of 1,500,000 shares of Class A common stock of the Issuer.  All of Mr. Masiz’s beneficial ownership of Class A common stock is derived from his controlling interest in BioChemics, Inc.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

1,500,000

 

(b)

Percent of class:   

44.5%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

1,500,000

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

1,500,000

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Not applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable

 

Item 9.

Notice of Dissolution of Group

 

Not applicable

 

Item 10.

Certification

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

 

5



 

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.

 

BIOCHEMICS, INC.

 

 

By:

 /s/ John J. Masiz

 

 

John J. Masiz

 

 

President

 

 

 

By:

 /s/ John J. Masiz

 

 

John J. Masiz

 

 

 

Date: February 13, 2004

 

6



Exhibit 1

 

                The following table indicates total percentage of voting power of outstanding shares of the Issuer possessed by each group member. Because each share of Class A common stock is entitled to one vote on all matters submitted to the stockholders and each share of Class B common stock is entitled to three votes on all matters submitted to the stockholders, equity percentage is not equivalent to voting percentage.

 

Stockholder

 

Voting Percentage

 

 

 

BioChemics, Inc.

 

57.2%

 

 

 

John J. Masiz

 

57.2%

 

7


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