SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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)
Adherex
Technologies Inc.
COMMON
STOCK, $0.001 PAR VALUE PER SHARE
(TITLE
OF CLASS OF SECURITIES)
00686R200
(CUSIP
NUMBER)
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Robert
W. Butts
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1
Burton Hills Boulevard, Suite 140
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Nashville,
TN 37215
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615-665-0413
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(NAME,
ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
June
9, 2010
(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
¨.
NOTE:
SCHEDULES FILED IN PAPER FORMAT SHALL INCLUDE A SIGNED ORIGINAL AND FIVE COPIES
OF THE SCHEDULE, INCLUDING ALL EXHIBITS. SEE RULE 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).
SCHEDULE
13D
CUSIP
NO
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(1)
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NAMES
OF REPORTING PERSONS
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||||
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Robert
W. Butts
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(2)
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CHECK
THE APPROPRIATE BOX IF A
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(A)
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¨
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MEMBER
OF A GROUP (SEE INSTRUCTIONS)
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(B)
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¨
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(3)
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SEC
USE ONLY
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(4)
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SOURCE
OF FUNDS (SEE INSTRUCTIONS) PF
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(5)
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CHECK
BOX IF DISCLOSURE OF LEGAL
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¨
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PROCEEDINGS
IS REQUIRED PURSUANT
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|||||
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TO
ITEMS 2(D) OR 2(E)
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(6)
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CITIZENSHIP
OR PLACE OF ORGANIZATION USA
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NUMBER
OF SHARES
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(7)
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SOLE
VOTING POWER
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BENEFICIALLY
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41,504,000
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OWNED
BY EACH
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REPORTING
PERSON
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WITH
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(8)
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SHARED
VOTING POWER
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(9)
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SOLE
DISPOSITIVE POWER
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(10)
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SHARED
DISPOSITIVE POWER
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(11)
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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||||
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PERSON
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41,504,000
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(12)
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
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¨
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EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
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(13)
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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11.3%
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(14)
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN
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ITEM
1. SECURITY AND ISSUER.
CUSIP
No. 00686R200
This
Schedule 13D relates to shares of common stock (the “Common Stock”) of
Adherex Technologies Inc., a Canadian corporation (the “Issuer”).
The
Issuer’s principal address is 501 Eastowne Drive, Suite 140, Chapel, Hill, NC
27514. Phone number is 919-636-4530.
ITEM
2. IDENTITY AND
BACKGROUND.
(a) The
name of the reporting person filing this Schedule 13D is Robert W.
Butts.
(b) Robert
W. Butts address is: 1 Burton Hills Boulevard, Suite 140, Nashville, TN
37215.
(c) Robert
W. Butts is Chairman of the Board of Adherex Technologies. Mr. Butts principal
occupation is his own personal investment management.
(d) During
the last five years Mr. Butts has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During
the last five years Mr. Butts was not a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
which he was or is 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) Mr.
Butts is a citizen of the United States.
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
On June
8, 2010, the Reporting Person, Mr. Robert W. Butts, purchased 41,504,000 units
of the Issuer, which consists of 41,504,000 common shares and 41,504,000
unregistered warrants in the Issuer in a transaction more fully described in
Item 5(c) below. The units were purchased for
$1,245,120. The source of the funds was the personal funds of the
Reporting Person.
ITEM
4. PURPOSE OF
TRANSACTION.
The
Reporting Person did not have at the time of purchase, and do not currently
have, any intention of acting with the purpose or effect of changing or
influencing the control of the Issuer.
From time
to time, however, the Reporting Person may consider the feasibility and
advisability of various alternative courses of action with respect to investment
in the Issuer’s securities. The Reporting Person decisions and actions with
respect to such possibilities may depend upon a number of factors, including,
without limitation, the actions of the Issuer with respect to potential
acquisitions or business combinations, market activity in the Issuer’s
securities, an evaluation of the Issuer and its prospects, general market and
economic conditions, conditions specifically affecting the Reporting Person and
other factors which the Reporting Person may deem relevant to their investment
decisions.
Except as
set forth in this Schedule 13D, no contract, arrangement, relationship or
understanding (either oral or written) exists among the Reporting Person as to
the acquisition, disposition, voting or holding of Shares. None of
the Reporting Person has any plans or proposals that relate to or would result
in any of the actions described in Item 4 of Schedule 13D.
ITEM
5. INTEREST IN SECURITIES OF THE
ISSUER.
(a)
The Reporting Person beneficially owns 41,504,000 shares of Common Stock,
which represents 11.3% of the Issuer’s outstanding shares of Common Stock, which
such percentage was calculated by dividing (i) 41,504,000, the number of
shares of Common Stock beneficially owned by the Reporting Persons by
(ii) 368,294,451 shares of Common Stock, the number of shares of Common
Stock issued and outstanding as reported to the Reporting Persons by the Issuer
on June 9, 2010.
(b) The
Reporting Person has the power to vote and dispose of the 41,504,000 shares of
Common Stock.
(c) On
June 9, 2010, the Reporting Person acting purchased 41,504,000 units. Each unit
consists of one common share and one unregistered warrants. The
purchase price of each unit was CDN $0.03. The warrants may not
be exercised until October 30, 2010, and therefore, pursuant to Rule
13d-3(d)(1)(i), the reporting person is not deemed to be the beneficial owner of
the Common Stock underlying the warrants at this time, and thus the shares
underlying the warrants are not reported as owned by this
Amendment.
(d) Not
applicable.
(e) Not
applicable.
ITEM
6. CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
None.
ITEM
7. MATERIALS TO BE FILED AS
EXHIBITS.
None.
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.
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DATED: June
9, 2010
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/S/
Robert W. Butts
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