UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
IntelGenx Technologies Corp.
(Name of Issuer)
Common Stock, $.00001 par value per share
(Title of Class of Securities)
45822R101
(CUSIP Number)
December 31, 2008
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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).
CUSIP No. 45822R101 13G/A Page 2 of 9
(1) NAMES OF REPORTING PERSONS
Northern Rivers Capital Management Inc.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
2,291,300
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,291,300
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,291,300
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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)
10.3%
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(12) TYPE OF REPORTING PERSON **
CO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 45822R101 13G/A Page 3 of 9
(1) NAMES OF REPORTING PERSONS
Northern Rivers Innovation Fund LP
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,536,200
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
1,536,200
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,536,200
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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)
6.9%
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(12) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 45822R101 13G/A Page 4 of 9
(1) NAMES OF REPORTING PERSONS
Northern Rivers Horizon Fund LP
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
120,100
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
120,100
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
120,100
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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)
0.5%
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(12) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 45822R101 13G/A Page 5 of 9
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(1) NAMES OF REPORTING PERSONS
Northern Rivers Innovation RSP Fund
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
635,000
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
635,000
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
635,000
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
-----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.9%
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(12) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 45822R101 13G/A Page 6 of 9
Item 1.
(a) Name of Issuer
IntelGenx Technologies Corp. (the "Company")
(b) Address of Issuer's Principal Executive Offices
6425 Abrams
Ville Saint Laurent, Quebec
Canada H4S 1X9
Item 2(a). Name of Person Filing
Northern Rivers Capital Management Inc., ("NRCMI") with respect to
the shares of Common Shares directly owned by NRIF, NRHF and NRIRF (as those
terms are defined below).
Northern Rivers Innovation Fund LP, ("NRIF") with respect to the
shares of Common Shares directly owned by it.
Northern Rivers Horizons Fund LP("NRHF") with respect to the shares
of Common Shares directly owned by it.
Northern Rivers Innovation RSP Fund ("NRIRF") with respect to the
shares of Common Shares directly owned by it.
NRCMI, NRIF, NRHF and NRIRF are sometimes hereinafter referred to
collectively as the "Reporting Persons".
Item 2(b). Address of Principal Business Office
The address of the business office of each of NRCMI, NRIF, NRHF and
NRIRF is Royal Bank Plaza, North Tower, Suite 2000, P.O. Box 66, 200 Bay Street,
Toronto, Ontario M5J2J2.
Item 2(c). Citizenship
NRCMI is a corporation organized under the laws of Canada. NRIF and
NRHF are limited partnerships organized under the laws of Ontario, Canada. NRIRF
is a RSP trust organized under the laws of Ontario, Canada.
Item 2(d) Title of Class of Securities
Common shares, par value .00001 per share (the "Common Shares").
Item 2(e) CUSIP Number
45822R101
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
CUSIP No. 45822R101 13G/A Page 7 of 9
(a)[ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b)[ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)[ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c).
(d)[ ] Investment company registered under Section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8).
(e)[ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)[ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g)[ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h)[ ] A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i)[ ] 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)[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership
The information required by Items 4(a) - (c) is set forth in Rows 5
- 11 of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
(a) Amount beneficially owned:
Collectively, as of December 31, 2008, the Reporting Persons may be
deemed the beneficial owners of a total of 2,291,300 of the Common Shares. NRCMI
is engaged to provide investment advisory services to the Northern Rivers funds,
to act as principal distributor of the units of the funds and has voting and
dispositive power over the securities held by NRIF, NRHF and NRIRF.
In addition to the shares of Common Stock beneficially owned by the
Reporting Persons, the Reporting Persons collectively hold warrants to purchase
1,429,000 Common Shares. However, pursuant to the terms of the warrants, the
Reporting Persons cannot exercise any of these warrants until such time as the
Reporting Persons would not beneficially own, after any such exercise, more than
4.99% of the outstanding Common Shares.
Each of the Reporting Persons hereby disclaims any beneficial
ownership of any such Common Shares in excess of their actual pecuniary interest
therein.
(b) Percent of class:
CUSIP No. 45822R101 13G/A Page 8 of 9
Approximately 10.3% as of December 31, 2008.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
2,291,300 shares of Common Shares.
(iii) Sole power to dispose or to direct the disposition
of
0
(iv) Shared power to dispose or to direct the
disposition of
2,291,300 shares of Common Shares.
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 [ ].
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 each of the undersigned certifies that, to the best
of its 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.
CUSIP No. 45822R101 13G/A Page 9 of 9
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information with respect to
it set forth in this statement is true, complete, and correct.
Dated: February 17, 2009
NORTHERN RIVERS CAPITAL MANAGEMENT INC.
By: /s/ Scott Laskey
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Name: Scott Laskey
Title: Chief Financial Officer
NORTHERN RIVERS INNOVATION FUND LP
By: Northern Rivers Capital Management Inc.
By: /s/ Scott Laskey
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Name: Scott Laskey
Title: Chief Financial Officer
NORTHERN RIVERS HORIZON FUND LP
By: Northern Rivers Capital Management Inc.
By: /s/ Scott Laskey
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Name: Scott Laskey
Title: Chief Financial Officer
NORTHERN RIVERS INNOVATION RSP FUND
By: Northern Rivers Capital Management Inc.
By: /s/ Scott Laskey
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Name: Scott Laskey
Title: Chief Financial Officer