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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.________)*
CYTRX CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
232828 30 1
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(CUSIP Number)
Steven A. Kriegsman, 154 Technology Parkway, Suite 200,
Norcross, Georgia 30092 (770) 368-9500
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
As of February 11, 2002
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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 that is the subject
of this Schedule 13D, and is filing this schedule because of
Sections 240.13d-1(c), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all
exhibits. See Section 240.13d-7 for other 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 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).
Persons who respond to the collection of Information
contained in this form are not required to respond unless
the form displays a currently valid OMB control number.
SEC 1746 (03-00)
I. Security and Issuer
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This Schedule 13D is filed with respect to Common Stock, $0.001 par
value ("Common Stock"), of CytRx Corporation, a Delaware corporation
(hereinafter "CytRx" or the "Issuer"). The Issuer's principal
executive offices are located at 154 Technology Parkway, Suite 200,
Norcross, Georgia 30092.
II. Identity and Background.
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(a) Name: This Schedule 13D is being filed by Stephen A. Kriegsman.
(b) Residence or business address: His business address is 11726 San
Vicente Blvd., Suite 650, Los Angeles, CA 90049.
(c) Present Principal Occupation or Employment: Mr. Kriegsman is the
chairman of Global Genomics Capital, Inc., a California
corporation ("GGC"), having been elected to GGC's board of
directors effective January 1, 2002.
(d) Criminal Convictions: During the last five years, Stephen A.
Kriegsman has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) Securities Injunctions: During the last five years, Stephen A
Kriegsman has not been a party to a civil proceeding of a
judicial or administrative body of a competent jurisdiction as a
result of which he was or is subject to a judgment, decree, or a
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: Stephen A. Kriegsman is a citizen of the United
States of America.
III. Source and Amount of Funds or Other Consideration.
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Mr. Kriegsman has the right to receive shares of the Issuer's Common
Stock in exchange for his surrender of shares of the capital stock of
GGC presently held by him, upon consummation of a merger (the
"Merger") pursuant to an agreement entered into by and between the
Issuer and GGC as of February 11, 2002.
IV. Purpose of Transaction.
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Assuming and upon consummation of the Merger, Mr. Kriegsman's shares
in GGC will be canceled, and he will be issued in exchange therefor a
total (assuming a final exchange ratio* of 0.765967 computed pursuant
to the Merger agreement) of 3,653,664 shares of the Issuer's Common
Stock. In addition, assuming and upon consummation of the Merger,
CytRx will assume warrants held by Mr. Kriegsman to acquire shares of
GGC common stock that will then entitle Mr. Kriegsman to acquire
459,352 shares of CytRx Common Stock. At the effective time of the
Merger, Mr. Kriegsman will become Chief Executive Officer of CytRx.
Concurrently, the employment of the remaining four executive officers
of CytRx will be terminated as of the effective time of the Merger.
The Merger agreements also provide that for a period of two years
after the Merger, the board of directors of CytRx shall consist of
seven directors composed of four directors who were members of CytRx's
board of directors at any time during the three year period
immediately preceding the effective time of the Merger, and three
directors appointed by GGC, including, initially, Mr. Kriegsman. Those
agreements further contemplate and provide that after the Merger,
CytRx's board of directors will seek to employ a new Chief Executive
Officer to replace Mr. Kriegsman. It is expected that he will
undertake to secure the employment of additional officers to replace
the Issuer's four other senior officers, all of whom have resigned,
effective as of the Merger's close.
* Pursuant to the Merger agreement, the exchange ratio will be
calculated as of the effective time of the Merger by dividing the
9,962,881 shares of the Issuer's Common Stock to be exchanged for all
shares of GGC, by the total shares of GGC then (i) issued and
outstanding and also (ii) those issuable upon the exercise of any
warrants or stock options for GGC common stock. As of the date hereof,
the exchange ratio is expected to be 0.765967.
Other than the foregoing, Mr. Kriegsman currently has no plans or
proposals that relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving CytRx or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of CytRx or any
of its subsidiaries;
(d) Any change in the present board of directors or management of
CytRx, 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 CytRx;
(f) Any other material change in CytRx's business or corporate
structure;
(g) Changes in CytRx's charter, bylaws, or instruments corresponding
thereto or other actions which may impede the acquisition of
control of CytRx by any person;
(h) Causing a class of securities of CytRx to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in any inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of CytRx becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any actions similar to any of those enumerated above.
V. Interest in Securities of the Issuer.
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(a) Assuming and upon consummation of the Merger, Mr. Kriegsman shall
beneficially own (again assuming an exchange ratio of 0.765967)
3,653,664 shares of the Issuer's Common Stock, plus an additional
459,352 shares of the Issuer's Common Stock issuable upon
exercise of warrants, and thus he may be deemed for the purposes
of Section 13(d) of the Securities Exchange Act of 1934, as
amended, to currently be the beneficial owner of these shares.
The shares of the Issuer's Common Stock beneficially owned by Mr.
Kriegsman (excluding the shares issuable upon exercise of his
warrants) would constitute approximately seventeen percent (17%)
of the Issuer's issued and outstanding shares upon consummation
of the Merger (assuming all Issuer warrants are exercised). Mr.
Kriegsman does not beneficially own any shares of the Issuer's
Common Stock except those that he is entitled to receive in
connection with the Merger. Mr. Kriegsman shall have sole voting
and dispositive power with respect to all of the shares of
CytRx's Common Stock owned by him. Other GGC shareholders are
also receiving shares of the Issuer pursuant to the Merger, and
while Mr. Kriegsman has certain preexisting business or personal
relationships with a number of these shareholders, there are no
agreements with any of them regarding control of the Issuer or
the acquisition, disposition, or voting of the Issuer's shares.
Accordingly, Mr. Kriegsman disclaims membership in any group of
such shareholders.
(b) See Item III above.
(c) Not applicable.
(d) Not applicable.
VI. Contracts, Arrangements, Understandings, or Relationships With Respect
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to Securities of the Issuer.
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Not applicable.
VII. Material to be Filed as Exhibits.
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The following exhibits are incorporated by reference herein:
Agreement and Plan of Merger, dated as of February 11, 2002
(incorporated by reference from Annex A to the Issuer's Proxy
Statement No. 000-15327 on Schedule 14A, as filed with the Securities
and Exchange Commission (the "SEC") on June 11, 2002).
(Exhibits, continued)
First Amendment to Agreement and Plan of Merger, dated February 22,
2002 (incorporated by reference from pages A-55 to A-59 of Annex A to
the Issuer's Proxy Statement No. 000-15327 on Schedule 14A, as filed
with the SEC on June 11, 2002).
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.
July 15, 2002
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(Date)
/s/ Steven A. Kriegsman
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(Signature)
Steven A. Kriegsman
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(Name and Title)