UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NovaDel Pharma Inc.
(Name of Issuer)
Common Stock, $.001 per share
(Title of Class of Securities)
66986X106
(CUSIP NUMBER)
May 15, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
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 the information which
would alter the disclosures provided for in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to all other provisions of the Act
(however, see the Notes).
SCHEDULE 13G
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CUSIP No. 465910305
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1. NAME OF REPORTING PERSONS: LESTER E. LIPSCHUTZ
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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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. CITIZENSHIP or PLACE OF ORGANIZATION United States
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NUMBER OF SHARES
BENEFICIALLY 5. SOLE VOTING POWER 4,233,924
OWNED BY -------------------------------------------------------------
EACH 6. SHARED VOTING POWER 0
REPORTING -------------------------------------------------------------
PERSON WITH 7. SOLE DISPOSITIVE POWER 4,233,924
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8. SHARED DISPOSITIVE POWER 0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,233,924
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.6%
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12 TYPE OF REPORTING PERSON IN
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SCHEDULE 13G
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CUSIP No. 465910305
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Item 1(a). Name of Issuer:
NovaDel Pharma Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
25 Minneakoning Road, Flemington, New Jersey, 08822
Item 2(a). Name of Person Filing:
Lester E. Lipschutz
Item 2(b). Address of Principal Business Office or, if None, Residence:
Wolf, Block, Schorr and Solis-Cohen, LLP
1650 Arch Street
Philadelphia, PA 19103
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
66986X106
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a: Not Applicable
(a) [_] Broker or dealer registered under Section 15 of the Exchange
Act;
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [_] Insurance Company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [_] Investment Company registered under Section 8 of the
Investment Company Exchange Act;
(e) [_] Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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SCHEDULE 13G
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CUSIP No. 465910305
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(f) [_] Employee Benefit Plan or Endowment Fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] Parent Holding Company or Control Person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] Saving Association as defined in Section 3(b) of The Federal
Deposit Insurance Act;
(i) [_] Church Plan that is excluded from the definition of an
Investment Company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned: 4,233,924 shares. Lester E. Lipschutz,
as trustee of The Lindsay A. Rosenwald 2000 (Delaware) Irrevocable Indenture of
Trust, has sole voting and dispositive power over 2,900,000 shares held by the
trust. These 2,900,000 shares are also reported in The Lindsay A. Rosenwald 2000
(Delaware) Irrevocable Indenture of Trust's 13G. In addition, Mr. Lipschutz, as
trustee of the Rosenwald 2000 Family Trusts, has sole voting and dispositive
power over 1,331,424 warrants to purchase common stock of the Company held by
the trusts. Mr. Lipschutz also holds 2,500 shares of common stock of the Company
in his 401(k) account.
(b) Percent of Class: 8.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 4,233,924
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or direct the disposition of:
4,233,924
(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: [_]
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SCHEDULE 13G
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CUSIP No. 465910305
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Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Mr. Lipschutz serves as the trustee of The Lindsay A. Rosenwald 2000
(Delaware) Irrevocable Indenture of Trust and the Rosenwald 2000 Family Trusts.
In his capacity as trustee, Mr. Lipschutz has the power to direct receipt of
dividends from and the proceeds from a sale of the shares owned by the trusts.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
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 not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
May 15, 2006
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(Date)
Lester E. Lipschutz
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(Signature)
Lester E. Lipschutz
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(Name/Title)
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