-----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, FRdvFLpvaf5ltWnrm0G3ov1WGFQQ18+Y8pYDBmCwF5Q2azKxXRdVHDCbKxZzDvVV UgbwbmspesS5bOAH1UcVhQ== 0000892569-98-000308.txt : 19980217 0000892569-98-000308.hdr.sgml : 19980217 ACCESSION NUMBER: 0000892569-98-000308 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980212 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELECTROPURE INC CENTRAL INDEX KEY: 0000808015 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 330056212 STATE OF INCORPORATION: CA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40223 FILM NUMBER: 98532767 BUSINESS ADDRESS: STREET 1: 23251 VISTA GRANDE SUITE A CITY: LAGUNA HILLS STATE: CA ZIP: 91320 BUSINESS PHONE: 7147709187 MAIL ADDRESS: STREET 1: 25231 VISTA GRANDE STREET 2: SUITE A CITY: LAGUNA HILLS STATE: CA ZIP: 92653 FORMER COMPANY: FORMER CONFORMED NAME: HOH WATER TECHNOLOGY CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANK ANTHONY M CENTRAL INDEX KEY: 0000904422 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 320 MEADOWOOD CT CITY: PLEASANT HILL STATE: CA ZIP: 94523 BUSINESS PHONE: 4159746245 SC 13D/A 1 AMENDMENT NO. 4 TO THE SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------------------------- AMENDMENT NO. 4 TO SCHEDULE 13D (RULE 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 ELECTROPURE, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 286133 (CUSIP Number) Catherine Patterson Electropure, Inc. 23251 Vista Grande, Suite A Laguna Hills, CA 92653 (714) 770-9347 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 28, 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 |_|. (Continued on following pages) (Page 1 of 8 pages) The information required in 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 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). 2 13D - AMENDMENT NO. 4 CUSIP NO. 286133 PAGE 2 OF 8 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ANTHONY M. FRANK - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION CALIFORNIA, USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,243,270 ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY NONE ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,243,270 ------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH NONE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,243,270 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.6% OF THE COMMON STOCK 24.9% OF VOTING POWER - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - 2,163,270 EP - 80,000 - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! 3 PAGE 3 OF 8 PAGES This Amendment No. 4 amends, in relevant part as follows, the Schedule 13D, filed November 14, 1997, of Anthony M. Frank (the "Reporting Person") with respect to the common stock, $0.01 par value per share ("Common Stock") of Electropure, Inc., a California corporation. ITEM 1. SECURITY AND ISSUER Common Stock, $0.01 par value, of Electropure, Inc., a California corporation ("Electropure"). Electropure's principal executive office is located at 23251 Vista Grande, Suite A, Laguna Hills, California 92653. ITEM 2. IDENTITY AND BACKGROUND (a) Anthony M. Frank (b) 320 Meadowood Court, Pleasant Hill, CA 94523 (c) Retired - former Postmaster General (d) Not applicable (e) Not applicable (f) U.S.A. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The $200,000 used to acquire the shares of Common Stock of Electropure indicated below was loaned to the Company on January 26, 1998. The transaction which requires the filing of this Schedule involves the conversion of such loan, pursuant to the terms of the loan agreement which is attached hereto as Exhibit 10.10.U, into 206,186 shares of Common Stock of Electropure, Inc. All of the funds utilized to purchase shares of Common Stock from Electropure were from Mr. Frank's personal funds. ITEM 4. PURPOSE OF THE TRANSACTION On January 26, 1998, Mr. Frank loaned the sum of $200,000 to Electropure, Inc. in exchange for a 10%-Two Year Convertible Term Note with the right to convert all or any portion of such note into Common Stock of the Company at a 27.5% discount to the fair market value of such Common Stock. In accordance with the terms of such Note, the fair market value was determined as the average of the bid and asked prices of the Company's Common Stock for the thirty (30) consecutive trading days prior to the conversion date. On January 29, 1998, Mr. Frank elected to convert the entire $200,000 loan into Common Stock and received therefor, 206,186 shares of Electropure, Inc. Common Stock at a conversion price of $0.97 per share. 4 PAGE 4 OF 8 PAGES Mr. Frank may in the future acquire, hold and dispose of shares of Common Stock or warrants or options for such Common Stock or other securities of Electropure and such transactions may be in the open market, privately or directly from Electropure. Except as set forth above, Mr. Frank does not have any plans or proposals which may have, which relate to or which would result in: (a) The acquisition by any person of additional securities of Electropure, or the disposition of securities of Electropure; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Electropure or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of Electropure or any of its subsidiaries; (d) Any change in the present Board of Directors or management of Electropure, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) Any material change in the present capitalization or dividend policy of Electropure; (f) Any other material change in Electropure's business or corporate structure; (g) Changes in Electropure's charter, bylaws or instruments, correspondence thereto or other actions which may impede the acquisition or control of Electropure by any person; (h) Causing a class of securities of Electropure to be delisted from a national securities exchange or to cease to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of Electropure becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF ISSUER (a) Mr. Frank owns the following shares of Electropure: 2,243,270 shares of Common Stock with one vote per share.(1) - -------- 1 Includes warrants for 300,000 shares of Common Stock exercisable at $2.25 per share and 50,000 shares exercisable at $1.25 per share. 5 PAGE 5 OF 8 PAGES Mr. Frank owns beneficially 21.8% of the Common Stock; 24.9% if all of the warrants described in in Item 6 are exercised. Mr. Frank owns 19.3% of the voting power of all classes of stock of Electropure. (b) Mr. Frank has the sole voting and dispositive power over the shares he owns. (c) Since November 14, 1997, Mr. Frank has entered into the following transactions with regard to Electropure's Common Stock: On January 29, 1998, Mr. Frank acquired 206,186 shares of Common Stock upon the exchange of a $200,000 in principal loan made to the Company on January 26, 1998. On February 4, 1998, Mr. Frank loaned an additional $200,000 to Electropure, Inc. in exchange for a 10% Two-Year Convertible Term Note, with rights to convert said principal, as well as any interest accrued thereon, into Common Stock at a 25% discount to the fair market value of such Common Stock. The remaining terms of the loan are identical to the January 26, 1998 loan agreement. The following Warrants are currently exercisable by Mr. Frank:
------------------------------------------------------------------- DATE GRANTED PURCHASE PRICE NO. OF SHARES ------------------------------------------------------------------- 12/17/92 $ 1.25 50,000 02/22/96 $ 2.25 300,000
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER Pursuant to the transactions described in Item 5 above, Mr. Frank has the right, until December 17, 2002 to purchase 50,000 shares of Electropure's Common Stock at $1.25 per share. Additionally, Mr. Frank has the right, until February 22, 2001 to purchase 300,000 shares of Common Stock at $2.25 per share. Pursuant to an August, 1997 License Termination Agreement between the Company and its former licensee, EDI Components, the Company is obligated to issue shares to the investors of EDI Components upon the Common Stock of the Company first having a per share market value for thirty consecutive trading days equal to or in excess each of $3.00, $4.00 and $5.50 per share (each a "Trigger Value"). Of such shares, if and when issued by the Company, as an investor in EDI Components, Mr. Frank is to receive 16,667, 12,501 and 9,090 shares valued at $3.00, $4.00 and $5.50, respectively. 6 EXHIBIT 10.10.V; PAGE 4 ITEM 7. EXHIBITS 10.10.A Subscription Agreement, December 6, 1989 * 10.10.B Subscription Agreement, October 10, 1990 * 10.10.C Subscription Agreement, March 1, 1991 * 10.10.D Warrants for 4,444 shares (Warrant No. 219 - 11/17/89) * 10.10.E Warrants for 2,222 shares (Warrant No. 278 - 10/18/90) * 10.10.F Warrants for 6,250 shares (Warrant No. 299 - 03/27/91) * 10.10.G Warrants for 2,500 shares (Warrant No. 324 - 08/06/92) * 10.10.H Warrants for 3,125 shares (Warrant No. 332 - 08/06/92) * 10.10.I Warrants for 25,000 shares (Warrant No. 361 - 12/18/92) * 10.10.J Warrants for 50,000 shares (Warrant No. 360 - 12/17/92) * 10.10.K Warrants for 20,000 shares (Warrant No. E-1003 - 07/29/92) * 10.10.L Warrants for 2,500 shares (Warrant No. E-1024 - 06/24/93) ** 10.10.M Warrants for 5,000 shares (Warrant No. E-1029 - 05/25/94) ** 10.10.N Warrants for 5,000 shares (Warrant No. E-1030 - 06/17/94) ** 10.10.O Warrants for 4,000 shares (Warrant No. E-1034 - 03/27/95) ** 10.10.P Warrants for 300,000 shares (Warrant No. 388 - 02/22/96) ** 10.10.Q Stock Right Agreement No. E-1034 ** 10.10.R 10% Two-Year Convertible Term Note - 12/31/96 ** 10.10.S 10% Two-Year Convertible Term Note - 02/25/97 ** 10.10.T 10% Two-Year Convertible Term Note - 04/10/97 ** 10.10.U 10% Two-Year Convertible Term Note - 01/26/98 **** 10.10.V 10% Two-Year Convertible Term Note - 02/04/98 (face sheet only) **** 7 EXHIBIT 10.10.V; PAGE 5 10.47.8 License Termination Agreement dated August 14, 1997 (effective 08/05/97) *** ----------------------------------------------- * Previously filed in connection with Schedule 13D filed on December 18, 1992 by the Reporting Person. ** Previously filed in connection with Amendment No. 1 to Schedule 13D filed on June 2, 1997 by the Reporting Person. *** Previously filed in connection with Issuer's Form 10-QSB for the fiscal quarter ended July 31, 1997. **** Previously filed in connection with Issuer's Form 10-KSB for the fiscal year ended October 31, 1998. 8 EXHIBIT 10.10.V; PAGE 6 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 4 to Schedule 13D is true, complete and correct. Dated: February 5, 1998 /s/ ANTHONY M. FRANK ----------------------------------- Anthony M. Frank -----END PRIVACY-ENHANCED MESSAGE-----