-----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, OYkp3eezedVSvAp7UnlRMAPeW8ExImRNk2eyEUWQJFKdzf9lJbuUrkoSBn6umGTk Mp0TYmuTr7n2gKVFk2AV1A== 0001047469-98-036300.txt : 19981005 0001047469-98-036300.hdr.sgml : 19981005 ACCESSION NUMBER: 0001047469-98-036300 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981002 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FORWARD INDUSTRIES INC CENTRAL INDEX KEY: 0000038264 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 131950672 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-45773 FILM NUMBER: 98720193 BUSINESS ADDRESS: STREET 1: 400 POST AVENUE CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 5163380700 MAIL ADDRESS: STREET 1: 400 POST AVENUE CITY: WESTBURY STATE: NY ZIP: 11590 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIN ROBERT S CENTRAL INDEX KEY: 0001071292 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 750 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127505858 MAIL ADDRESS: STREET 1: 750 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 FORWARD INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK (.01 PAR VALUE) - -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 34986210 -------------------- (CUSIP Number) Kenneth Koch, Esq. Squadron, Ellenoff, Plesent & Sheinfeld, LLP 551 Fifth Avenue, New York, NY 10176 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 16, 1998 ---------------------------------------------- (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(b)(3) or (4), check the following box: / / NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). CUSIP NO. 34986210 1 Name of Reporting Person Robert S. Ellin S.S. or I.R.S. Identification No. of Above Person __________________________________________________________________________ 2 Check the Appropriate Box if (a) [ ] a Member of a Group (b) [X] __________________________________________________________________________ 3 SEC Use Only __________________________________________________________________________ 4 Source of Funds PF __________________________________________________________________________ 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] __________________________________________________________________________ 6 Citizenship or Place of Organization U.S.A. __________________________________________________________________________ 7 Sole Voting Power 17,500 shares ___________________________________________________ Number of Shares 8 Shared Voting Power 288,500 shares including 91,500 shares underlying warrants Beneficially Owned by ___________________________________________________ Reporting Person With 9 Sole Dispositive Power 17,500 shares ___________________________________________________ 10 Shared Dispositive Power 288,500 shares including 91,500 shares underlying warrants __________________________________________________________________________ 11 Aggregate Amount Beneficially Owned By Each Reporting Person 306,000 shares __________________________________________________________________________ 12 Check box if the aggregate Amount in Row (11) Excludes Certain Shares [X] __________________________________________________________________________ 13 Percent of Class Represented Amount in Row (11) 6.3% __________________________________________________________________________ 14 Type of Reporting Person IN - 2 - CUSIP NO. 34986210 1 Name of Reporting Person Robert Ellin Family 1997 Trust S.S. or I.R.S. Identification No. of Above Person __________________________________________________________________________ 2 Check the Appropriate Box if (a) [ ] a Member of a Group (b) [X] __________________________________________________________________________ 3 SEC Use Only __________________________________________________________________________ 4 Source of Funds PF __________________________________________________________________________ 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] __________________________________________________________________________ 6 Citizenship or Place of Organization U.S.A. __________________________________________________________________________ 7 Sole Voting Power 37,500 shares __________________________________________________ Number of Shares 8 Shared Voting Power Beneficially Owned by __________________________________________________ Reporting Person With 9 Sole Dispositive Power 37,500 shares __________________________________________________ 10 Shared Dispositive Power __________________________________________________________________________ 11 Aggregate Amount Beneficially Owned By Each Reporting Person 37,500 shares __________________________________________________________________________ 12 Check box if the aggregate Amount in Row (11) Excludes Certain Shares [ ] __________________________________________________________________________ 13 Percent of Class Represented Amount in Row (11) 0.7% __________________________________________________________________________ 14 Type of Reporting Person 00 - 3 - CUSIP NO. 34986210 1 Name of Reporting Person Atlantis Equities, Inc. S.S. or I.R.S. Identification No. of Above Person __________________________________________________________________________ 2 Check the Appropriate Box if (a) [ ] a Member of a Group (b) [X] __________________________________________________________________________ 3 SEC Use Only __________________________________________________________________________ 4 Source of Funds WC __________________________________________________________________________ 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] __________________________________________________________________________ 6 Citizenship or Place of Organization New York __________________________________________________________________________ 7 Sole Voting Power __________________________________________________ Number of Shares 8 Shared Voting Power 280,500 shares including 91,500 shares underlying warrants Beneficially Owned by __________________________________________________ Reporting Person With 9 Sole Dispositive Power __________________________________________________ 10 Shared Dispositive Power 280,500 shares including 91,500 shares underlying warrants __________________________________________________________________________ 11 Aggregate Amount Beneficially Owned By Each Reporting Person __________________________________________________________________________ 12 Check box if the aggregate Amount in Row (11) Excludes Certain Shares [ ] __________________________________________________________________________ 13 Percent of Class Represented Amount in Row (11) 5.7% __________________________________________________________________________ 14 Type of Reporting Person CO - 4 - CUSIP NO. 34986210 1 Name of Reporting Person Robert Ellin Profit Sharing Plan S.S. or I.R.S. Identification No. of Above Person __________________________________________________________________________ 2 Check the Appropriate Box if (a) [ ] a Member of a Group (b) [X] __________________________________________________________________________ 3 SEC Use Only __________________________________________________________________________ 4 Source of Funds 00 __________________________________________________________________________ 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] __________________________________________________________________________ 6 Citizenship or Place of Organization U.S.A. __________________________________________________________________________ 7 Sole Voting Power __________________________________________________ Number of Shares 8 Shared Voting Power 8,000 shares Beneficially Owned by __________________________________________________ Reporting Person With 9 Sole Dispositive Power __________________________________________________ 10 Shared Dispositive Power 8,000 shares __________________________________________________________________________ 11 Aggregate Amount Beneficially Owned By Each Reporting Person 8,000 shares __________________________________________________________________________ 12 Check box if the aggregate Amount in Row (11) Excludes Certain Shares [ ] __________________________________________________________________________ 13 Percent of Class Represented Amount in Row (11) 0.1% __________________________________________________________________________ 14 Type of Reporting Person EP - 5 - Item 1. SECURITY AND ISSUER. The title of the class of equity securities to which this statement relates is the common stock, $.01 per share par value (the "Common Stock"), of Forward Industries, Inc., a New York corporation (the "Company"). The principal executive offices of the Company are located at 400 Post Avenue, Westbury, New York 11590. Item 2. IDENTITY AND BACKGROUND. (a) The name of the persons filing (the "Filing Persons") this Schedule are Robert S. Ellin ("Ellin"), Robert Ellin Profit Sharing Plan (the "Plan"), Atlantis Equities, Inc. ("Atlantis") and Robert Ellin Family 1997 Trust (the "Trust"). (b) The business address of each of the Filing Persons except for the Trust is c/o Atlantis Equities, Inc., 750 Lexington Avenue, New York, New York 10022. The business address of the Trust is Marvin Ellin, Trustee, 106 Central Park South, New York, New York 10019. (c) Mr. Ellin is the sole officer and director of, and his principal occupation is serving as such for, Atlantis, a merchant banking firm. Mr. Ellin's wife ("Ms. Ellin") is the sole stockholder of Atlantis. (d) None of the Filing Persons, Marvin Ellin nor Ms. Ellin have been convicted during the past five years in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Filing Persons, Marvin Ellin nor Ms. Ellin have been, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not and is not 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. Ellin, Ms. Ellin and Marvin Ellin are each citizens of the United States and Atlantis is a New York corporation. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source of the funds used for purchases made by (a) Mr. Ellin were personal funds (b) Atlantis were working capital, and (c) the Trust and the Plan were funds contributed by or for the benefit of the beneficiaries thereof. Item 4. PURPOSE OF TRANSACTION. - 6 - On September 16, 1998, Atlantis purchased 50,000 shares of Common Stock on the open market. Such purchases were made for investment. Except as provided herein, the Filing Persons have no plans or proposals which would relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company; (c) a sale or transfer of a material amount of assets of the Company; (d) any change in the present board of directors or management of the Company; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933; or (j) any action similar to those enumerated above. The Filing Persons intend to evaluate their investments in the securities of the Company and may, from time to time, acquire additional such securities or dispose of such securities. Mr. Ellin has introduced the Company to an individual that Mr. Ellin has proposed join the management of the Company. See also Item 6. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The equity securities to which this statement relates consists of 343,500 shares of Common Stock, including (i) 189,000 shares of Common Stock owned by Atlantis (ii) 91,500 shares of Common Stock issuable upon the exercise of Class B warrants (the "Warrants") held by Atlantis, (iii) 37,500 shares of Common Stock owned by the Trust, of which Mr. Ellin's father is the trustee and of which his minor children are the beneficiaries, (iv) 17,500 shares of Common Stock owned by Mr. Ellin, and (v) 8,000 shares of Common Stock owned by the Plan, of which Mr. Ellin is the beneficiary. These equity securities represent approximately 7.0% of the outstanding shares of - 7 - Common Stock. The Class B Warrants are currently exercisable at $5.00 per share and expire on December 11, 1998. The foregoing does not include shares of Common Stock underlying warrants (the "Private Placement Warrants") which do not become exercisable until December 9, 1999 and are therefore exercisable until March 15, 1999 at $4.00 per share. Mr. Ellin, Atlantis and the Plan own Private Placement Warrants to purchase 108,000, 15,000 and 75,000 shares of Common Stock, respectively. In addition, Mr. Ellin and the Plan also own certain promissory notes (the "Notes") bearing interest at a rate of 10% per annum and due on December 4, 1998 which the Company has the option of converting into shares of Common Stock and Private Placement Warrants at the rate of 20,000 shares of Common Stock and Private Placement Warrants to purchase 30,000 shares of Common Stock for each $10,000 principal amount of Notes. Mr. Ellin owns $36,000 principal amount of the Notes (which, if converted by the Company, would represent 72,000 shares of Common Stock and Private Placement Warrants to purchase 108,000 shares of Common Stock), Atlantis owns $5,000 principal amount of the Notes (which if converted by the Company would represent 10,000 shares of Common Stock and Private Placement Warrants to purchase 15,000 shares of Common stock) and the Plan owns $25,000 principal amount of the Notes (which, if converted would represent 50,000 shares of Common Stock and Private Placement Warrants to purchase 75,000 shares of Common Stock), none of which is included above. (b) Mr. Ellin has the sole power to vote and dispose of the Common Stock owned by him and shares such power with Atlantis and the Plan. Mr. Ellin's father has the sole power to vote and dispose of the Common Stock owned by the Trust. Mr. Ellin disclaims beneficial ownership of the Common Stock owned by the Trust. (c) During the 60 days preceding the filing of this report, the only transactions involving Common Stock were as follows: During the past 60 days, Atlantis has made open market purchases and sales of the Common Stock as set forth below:
- -------------------------------------------------------------------------------- Date Number of Shares Price Per Share Purchase or Sale - ---- ---------------- --------------- ---------------- - -------------------------------------------------------------------------------- July 23, 1998 1,000 $ 2.45 Sale - -------------------------------------------------------------------------------- July 23, 1998 4,000 $ 2.72 Sale - -------------------------------------------------------------------------------- July 23, 1998 3,000 $ 2.72 Sale - -------------------------------------------------------------------------------- July 27, 1998 5,000 $ 2.02 Purchase - -------------------------------------------------------------------------------- August 6, 1998 5,000 $ 2.03 Purchase - -------------------------------------------------------------------------------- August 7, 1998 20,000 $ 2.07 Purchase - -------------------------------------------------------------------------------- August 25, 1998 10,000 $ 1.22 Purchase - -------------------------------------------------------------------------------- August 26, 1998 5,000 $ 1.22 Purchase - -------------------------------------------------------------------------------- August 27, 1998 7,500 $ 1.28 Purchase - -------------------------------------------------------------------------------- August 31, 1998 10,000 $ 1.04 Purchase - --------------------------------------------------------------------------------
- 8 - September 2, 1998 50,000 $ 1.04 Purchase September 14, 1998 10,000 $ 1.03 Purchase September 16, 1998 50,000 $ 1.02 Purchase
In addition, on July 31, 1998, Atlantis made open market purchases of Class B Warrants to purchase 91,950 shares of Common Stock at a purchase price of 12.7 cents per Class B Warrant (an aggregate of $11,702.65). On August 11, 1998, Mr. Ellin made a privately negotiated purchase, for $22,500, from an individual of one half unit consisting of 15,000 shares of Common Stock, Private Placement Warrants to purchase 15,000 shares of Common Stock and $5,000 principal amount of Notes. (d) Not applicable. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The terms of the Notes, Private Placement Warrants and the Class B Warrants are described above. In connection with the private placement of approximately 56 units (each unit consisting of 30,000 shares of Common Stock, Private Placement Warrants to purchase up to 30,000 shares of Common Stock and a Note in the principal amount of $10,000) in May through December 1997, the Company entered into a Registration Rights Agreement for the benefit of the investors (including Mr. Ellin) pursuant to which it has registered the shares of Common Stock included in the Units and underlying the Private Placement Warrants and the Notes (including the shares of Common Stock underlying Private Placement Warrants issuable upon conversion of the Notes). Mr. Ellin has also had discussions with the Company concerning the possibility of his becoming a consultant to the Company; however, the Company and Mr. Ellin have not reached any agreement as to any such consulting agreement and there can be no assurance that any such agreement will be reached. Item 7. MATERIALS TO BE FILED AS EXHIBITS. 1. Joint Filing Agreement 2. Convertible Promissory Note (incorporated by reference to Exhibit 4.3 of the Company's Registration Statement on Form S-3 filed with the Securities Exchange Commission December 9, 1998). 3. Private Placement Warrants (incorporated by reference to Exhibit 4.3 of the Company's Registration Statement on Form S-3 filed with the Securities Exchange Commission December 9, 1998). 4. Warrant Agreement dated October 20, 1994 between the Company and Mellon Securities Trust Company (incorporated by reference to Exhibit 3(b) to the Company's Registration Statement on Form S-B) - 9 - 5. Registration Rights Agreement (incorporated by reference to Exhibit 4.3 of the Company's Registration Statement on Form S-3 filed with the Securities Exchange Commission December 9, 1998). - 10 - SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, correct and complete. Dated: September 29, 1998 /s/ Robert S. Ellin -------------------------------- Robert S. Ellin ROBERT ELLIN 1997 FAMILY TRUST By: /s/ Marvin Ellin -------------------------- Marvin Ellin, Trustee ATLANTIS EQUITIES, INC., By: /s/ Robert S. Ellin -------------------------- Robert S. Ellin, President ROBERT ELLIN 1997 PROFIT SHARING PLAN By: /s/ Robert S. Ellin -------------------------- Robert S. Ellin, Trustee - 11 - EX-1 2 EXHIBIT 1 Exhibit 1 The Undersigned agree that this Statement on Schedule 13D with respect to the Common Stock, without par value, of Forward Industries, Inc., to which this agreement is attached and any amendments thereto are filed on behalf of them. This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one instrument. Dated: September 29, 1998 /s/ Robert S. Ellin -------------------------------- Robert S. Ellin ROBERT ELLIN 1997 FAMILY TRUST By: /s/ Marvin Ellin -------------------------- Marvin Ellin, Trustee ATLANTIS EQUITIES, INC., By: /s/ Robert S. Ellin -------------------------- Robert S. Ellin, President ROBERT ELLIN 1997 PROFIT SHARING PLAN By: /s/ Robert S. Ellin -------------------------- Robert S. Ellin, Trustee -----END PRIVACY-ENHANCED MESSAGE-----