-----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, GV0pR23mkM0tAeCqJtSWjgQ3uLnxSvUJ7Rqfwum3VHPrdZudNOWNUFNqiDBmZyDd I5b3/zJg+vb3pnyXIlw6Dg== 0000945769-96-000018.txt : 19970102 0000945769-96-000018.hdr.sgml : 19970102 ACCESSION NUMBER: 0000945769-96-000018 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961231 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HI TECH PHARMACAL CO INC CENTRAL INDEX KEY: 0000887497 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 112638720 STATE OF INCORPORATION: NY FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43074 FILM NUMBER: 96688868 BUSINESS ADDRESS: STREET 1: 369 BAYVIEW AVENUE CITY: AMITYVILLE STATE: NY ZIP: 11701 BUSINESS PHONE: 5167898228 MAIL ADDRESS: STREET 1: 369 BAYVIEW AVE. CITY: AMITYVILLE STATE: NY ZIP: 11701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SELTZER BERNARD CENTRAL INDEX KEY: 0000935902 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: HI TECH PHARMACAL CO INC STREET 2: 369 BAYVIEW AVENUE CITY: AMITYVILLE STATE: NY ZIP: 11701 MAIL ADDRESS: STREET 1: C/O HI TECH PHARMCAL CO INC STREET 2: 369 BAYVIEW AVE CITY: AMITYVILLE STATE: NY ZIP: 11701 SC 13D/A 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) HI-TECH PHARMACAL CO., INC. ------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE ------------------------------------------------------------- (Title of Class of Securities) 42840B101 ------------------------------------------------------------- (CUSIP Number) Mr. Bernard Seltzer Hi-Tech Pharmacal Co., Inc. 369 Bayview Avenue Amityville, New York 11701 (516) 789-8228 ------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy To: Martin M. Goldwyn, Esq. Tashlik, Kreutzer & Goldwyn P.C. 833 Northern Boulevard Great Neck, NY 11021 (516) 466-8005 December 31, 1996 ------------------------------------------------------------- (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 | |. Check the following box if a fee is being paid with the statement | |. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class.) (See Rule 13d-7.) 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). =============================================================================== Schedule 13D CUSIP No. 42840B101 13D Page 2 of 10 pages 1. Name of Reporting Person: Bernard Seltzer S.S. or I.R.S. Identification No. of Above Individual: 2. Check the Appropriate Box if a Member of a Group (a) | | (b) |X| 3. SEC Use Only 4. Source of Funds not applicable 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) | | 6. Citizenship or Place of Organization: United States 7. Sole Voting Power NUMBER OF SHARES 883,368 BENEFICIALLY 8. Shared Voting Power -0- OWNED BY EACH 9. Sole Dispositive Power 883,368 REPORTING PERSON 10. Shared Dispositive Power -0- WITH 11. Aggregate Amount Beneficially Owned by Each Reporting Person 883,368 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares | | 13. Percent of Class Represented by Amount in Row (11) 19.7% 14. Type of Reporting Person: IN =============================================================================== =============================================================================== Schedule 13D CUSIP No. 42840B101 13D Page 3 of 10 pages 1. Name of Reporting Person: The Bernard Seltzer Retained Annuity Trust S.S. or I.R.S. Identification No. of Above Individual: 2. Check the Appropriate Box if a Member of a Group (a) | | (b) |X| 3. SEC Use Only 4. Source of Funds not applicable 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) | | 6. Citizenship or Place of Organization: New York NUMBER OF SHARES 7. Sole Voting Power -0- BENEFICIALLY 8. Shared Voting Power -0- OWNED BY EACH 9. Sole Dispositive Power -0- REPORTING PERSON 10. Shared Dispositive Power -0- WITH 11. Aggregate Amount Beneficially Owned by Each Reporting Person -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares | | 13. Percent of Class Represented by Amount in Row (11) -0- 14. Type of Reporting Person: 00 =============================================================================== CUSIP NO. 42840B101 Page 4 of 10 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 HI-TECH PHARMACAL CO., INC. (Name of Issuer) ITEM 1. Security and Issuer. The title of the class of equity security to which this statement relates is the Common Stock, $.01 par value per share (the "Common Stock") of Hi-Tech Pharmacal Co., Inc., a New York corporation (the "Issuer"), whose principal executive offices are located at 369 Bayview Avenue, Amityville, New York 11701. ITEM 2. Identity and Background. This statement is filed by Bernard Seltzer, a United States citizen with a business address at c/o Hi-Tech Pharmacal Co., Inc., 369 Bayview Avenue, Amityville, New York 11701 and The Bernard Seltzer Retained Annuity Trust, a New York trust, dated November 1, 1994 (the "Trust") with an address at c/o Miriam Seltzer, 707 Virginia Street, Far Rockaway, New York 11691. The trustees of the Trust (the "Trustees") are Miriam Seltzer and David S. Seltzer, who are Bernard Seltzer's wife and son, respectively. The business address of the Trustees is at c/o Hi-Tech Pharmacal Co., Inc., 369 Bayview Avenue, Amityville, New York 11701. Bernard Seltzer's present principal occupation is Chairman of the Board, Chief Executive Officer and President of the Company. Miriam Seltzer's present principal occupation is being a housewife. David S. Seltzer's present principal occupation is Director, Executive Vice President - Administration, Treasurer, Secretary and Chief Operating Officer of the Company. During the last five years, neither Bernard Seltzer, Miriam Seltzer, David Seltzer nor the Trust has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction subjecting them to a judgment, decree or final order enjoining future violations of, or prohibiting or CUSIP NO. 42840B101 Page 5 of 10 Pages mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. ITEM 3. Source and Amount of Funds or Other Consideration. On December 31, 1996 Bernard Seltzer acquired 399,943 shares of the Common Stock from the Trust as payment of an annuity due to Mr. Seltzer under the Trust. No cash consideration was paid for any of such shares of Common Stock. ITEM 4. Purpose of Transaction. The purpose of the transaction is the payment of an annuity due to Bernard Seltzer as grantor under the Trust. ITEM 5. Interest in Securities of the Issuer. (a) Bernard Seltzer is the beneficial and sole owner of 883,368 shares of Common Stock of the Company. Based on the Issuer's representation that it had 4,475,707 shares of Common Stock issued and outstanding as of December 31, 1996 (excluding shares of outstanding warrants and stock options), Bernard Seltzer has in the aggregate a beneficial ownership of 19.7% of the Issuer's outstanding shares of Common Stock. As of the date hereof, the Trust owns of record no shares of Common Stock of the Issuer's outstanding shares of Common Stock. (b) Bernard Seltzer has the sole right to vote or dispose of 883,368 shares of Common Stock. The Trust does not own any shares of Common Stock. Miriam Seltzer is the beneficial and sole owner of 60,000 shares of Common Stock. David S. Seltzer is the beneficial and sole owner of 540,482 shares of the Company, which amount includes options to purchase 84,375 shares of Common Stock of the Company exercisable within sixty days of the date hereof and 57,256 shares of Common Stock owned by his wife and children. (c) Except as disclosed above with respect to the 399,943 contributed shares, the Trust has not engaged in any transactions in the Company's Common CUSIP NO. 42840B101 Page 6 of 10 Pages Stock in the past sixty days. During the past sixty days, Bernard Seltzer has made the following purchases of the Common Stock in the open market: DATE # OF SHARES PRICE ________________________ __________________________ ________________________ 9/10/96 100 $ 6.00 9/17/96 100 5.75 9/18/96 100 5.75 9/25/96 100 5.625 9/27/96 100 5.50 11/26/96 9,000 4.125 (d) The beneficiaries of the Trust are The David S. Seltzer Trust, of which David S. Seltzer is the sole beneficiary; The Reuben Seltzer Trust, of which Reuben Seltzer is the sole beneficiary; and The Rebecca L. Seltzer Trust, of which Rebecca L. Seltzer is the sole beneficiary. The Trust Agreement for the Trust, incorporated herein by reference as an exhibit, provides that two years after the date of the Trust Agreement the remainder of the Trust's assets are to be equally distributed to such named trusts, so long as the above-named beneficiaries of such trusts shall then be living. Insofar the remainder of the Trust's assets on the date of such distribution will consist of all or a portion of the subject shares or the proceeds of same, the above-named beneficiaries may under such circumstances receive the subject shares and/or the proceeds of same. Since the Trust had insufficient funds to pay the annuity due Bernard Seltzer, all remaining shares of the Trust were transferred to Bernard Seltzer in payment of such annuity. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. There are no contracts, arrangements, understandings or relationships with respect to securities of the Company between the persons identified in Item 2, or otherwise. Notwithstanding the foregoing, insofar as Miriam Seltzer, is a Trustee of the Trust, as well as Bernard Seltzer's wife, the Trust and Bernard Seltzer may be deemed to constitute a group for the purposes of this filing. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Mr. Seltzer and the Trust each disclaim beneficial ownership of the shares of Common Stock held by the other. CUSIP NO. 42840B101 Page 7 of 10 Pages ITEM 7. Material to Be Filed as Exhibits. The following are filed as exhibits to this Statement on Schedule 13D: (a) The Bernard Seltzer Retained Annuity Trust, dated November 1, 1994, incorporated herein by reference from Schedule 13D dated November 11, 1994. (b) Exhibit 7.1. Agreement of Joint Filing. CUSIP NO. 42840B101 Page 8 of 10 Pages 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. Dated: December 31, 1996 /s/ Bernard Seltzer ------------------------------ Bernard Seltzer CUSIP NO. 42840B101 Page 9 of 10 Pages 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. Dated: December 31, 1996 The Bernard Seltzer Retained Annuity Trust By: /s/ David S. Seltzer ------------------------- David S. Seltzer, Trustee By: /s/ Miriam Seltzer ------------------------- Miriam Seltzer, Trustee CUSIP NO. 42840B101 Page 10 of 10 Pages EXHIBIT 7.1 AGREEMENT OF JOINT FILING Bernard Seltzer and The Bernard Seltzer Retained Annuity Trust hereby agree that Amendment No. 2 to the Statement on Schedule 13D to which this Agreement is attached as an exhibit, as well as all future amendments to such Statement, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended. Dated: December 31, 1996 /s/ Bernard Seltzer ---------------------------------------- Bernard Seltzer The Bernard Seltzer Retained Annuity Trust By: /s/ Miriam Seltzer ----------------------------------- Miriam Seltzer, Trustee By: /s/ David Seltzer ----------------------------------- David Seltzer, Trustee -----END PRIVACY-ENHANCED MESSAGE-----