-----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, UtgUCntibm0SF+auuinauiXT9N5/vnJIMWtBOp5oyHOR0gbl7TXQCDUoi+CiLYej Daeisr0iw3+m+7xNZcr/gA== 0000892569-99-002363.txt : 19990901 0000892569-99-002363.hdr.sgml : 19990901 ACCESSION NUMBER: 0000892569-99-002363 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990831 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: 99703828 BUSINESS ADDRESS: STREET 1: 23456 S POINTE DR CITY: LAGUNA HILLS STATE: CA ZIP: 92653-1512 BUSINESS PHONE: 9497709347 MAIL ADDRESS: STREET 1: 23456 S POINTE DR 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. 7 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------------------------- AMENDMENT NO. 7 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. 23456 South Pointe Drive Laguna Hills, CA 92653 (949) 770-9347 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 29, 1999 (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. 7 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 4,829,742 ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY NONE ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 4,829,742 ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH NONE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,829,742, INCLUDING 1,000,000 SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.2% OF THE COMMON STOCK 100% OF THE SERIES B CONVERTIBLE 49.4% OF VOTING POWER PREFERRED STOCK - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - 4,749,742 EP - 80,000 - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! 3 PAGE 3 OF 8 PAGES This Amendment No. 7 amends, in relevant part as follows, the Schedule 13D, filed June 30, 1998, 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 23456 South Pointe Drive, 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 $900,000 utilized to purchase thirty six (36) Units of Electropure, Inc. securities, each Unit consisting of 25,000 shares of Common Stock and 12,500 three-year warrants to purchase Common Stock at $2.00 per share, as described below, were from Mr. Frank's personal funds. ITEM 4. PURPOSE OF THE TRANSACTION On July 29, 1999, Mr. Frank subscribed for thirty six (36) Units of a private placement offering conducted by Electropure for the sum of $900,000. Each Unit of securities acquired consists of 25,000 shares of Common Stock and 12,500 three-year warrants to purchase Common Stock at $2.00 per share. The warrants are redeemable by the Company at any time that the Common Stock of Electropure shall equal or exceed $3.00 per share for thirty (30) consecutive trading days. 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. 4 PAGE 4 OF 8 PAGES 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: 3,829,742 shares of Common Stock with one vote per share(1). 1,000,000 shares of Series B Convertible Preferred Stock with four votes per share. Mr. Frank owns beneficially 41.4% of the Common Stock (44.2% if all of the warrants described below are exercised) and 100% of the Series B Convertible Preferred Stock of Electropure. Mr. Frank owns 49.4% 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. - -------- (1) Includes warrants for 300,000 shares of Common Stock exercisable at $2.25 per share; 50,000 shares exercisable at $1.25 per share; and 450,000 shares exercisable at $2.00 per share. 5 PAGE 5 OF 8 PAGES (c) Since January 15, 1999, Mr. Frank has entered into the following transactions with regard to Electropure's Common Stock: On July 29, 1999, Mr. Frank purchased thirty six (36) Units of a private placement offering conducted by Electropure, Inc. for the purchase price of $25,00 per Unit, or a total of $900,000. Each Unit consists of 25,000 shares of Common Stock and 12,500 three-year warrants to purchase Common Stock at $2.00 per share. The warrants are redeemable by the Company at $0.05 per warrant at any time the Common Stock shall equal or exceed $3.00 per share for thirty (30) consecutive trading days. The following Warrants are currently exercisable by Mr. Frank:
DATE GRANTED PURCHASE PRICE NO. OF SHARES ------------ -------------- ------------- 12/17/92 $ 1.25 50,000 12/17/96 $ 1.25 50,000 02/22/96 $ 2.25 300,000 07/29/99 $ 2.00 450,000
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER 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 his July 29, 1999 subscription of Units, Mr. Frank has the right until August 31, 2002 to purchase 450,000 shares of Electropure Common Stock at $2.00 per share. Such right is subject to earlier redemption by Electropure at $0.05 per warrant if the Common Stock shall equal or exceed $3.00 per share for thirty consecutive trading days. 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. ITEM 7. EXHIBITS 10.10.A Subscription Agreement, December 6, 1989 * 10.10.B Subscription Agreement, October 10, 1990 * 6 PAGE 6 OF 8 PAGES 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) **** 10.47.8 License Termination Agreement dated August 14, 1997 (effective 08/05/97) *** 10.10.W Stock Purchase Agreement - 01/15/99 ***** -------------- * Previously filed in connection with Schedule 13D filed on December 18, 1992 by the Reporting Person. 7 PAGE 7 OF 8 PAGES ** 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. ***** Previously filed in connection Amendment No. 6 to Schedule 13D filed on February 16, 1999 by the Reporting Person. 8 PAGE 8 OF 8 PAGES SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 7 to Schedule 13D is true, complete and correct. Dated: August 26, 1999 /s/ ANTHONY M. FRANK ------------------------------------- Anthony M. Frank -----END PRIVACY-ENHANCED MESSAGE-----