Yes, he is a director. Here are some items from the latest 10Q and
SC13 which explain the arrangement. I think it's a good sign when
a director is involved in the widely publicized purchase of company
shares. I take it as a vote of confidence.
Peter
Postscript: After looking through this in more detail, I think I double
counted the shares owned by Quasar Partners. I need to look this
over in more detail when I get some time.
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NOMINEES FOR DIRECTORS FOR WITHHELD AGAINST
---------------------- --- -------- -------
Steven Katz 2,988,606 1,550 0
Mark Eisenberg 2,988,606 1,550 0
Ron Lipstein 2,988,606 1,550 0
Alain Klapholz 2,988,606 1,550 0
Joseph Stechler 2,988,606 1,550 0
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ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Joseph Stechler & Company,
Inc. ("JSC") and by Mr. Joseph Stechler ("Mr. Stechler"). 96,300 Shares of the
recently acquired Shares of the Issuer reported in this amendment were acquired
and held for the account of Quasar Partners, an institutional client of JSC and
100,000 publicly traded Class A Warrants of the Issuer were exercised and held
for the account of JSC. All such securities were acquired at the direction of
JSC.
10,000 Stock Options were granted by the Issuer to Mr.
Stechler for his services as a Director in 1998.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) JSC may be deemed to be the beneficial owner (as that
term is defined in Rule 13d-3) of 1,453,430 Shares
(24.60% of the total number of Shares outstanding
assuming the exercise of all warrants held by JSC),
which consists of (I) 560,630 Shares, (ii) the
742,800 Shares held for the account of Quasar
Partners pursuant to the JSC Contract and (iii)
150,000 Shares which JSC has the right to acquire
upon exercise of warrants owned by it. Including such
Shares which may be deemed to be beneficially owned
by JSC and which JSC has the right to acquire, Mr.
Stechler may be deemed to be the beneficial owner (as
that term is defined in Rule 13d-3) of 1,670,066
Shares (27.26% of the total number of Shares
outstanding assuming the exercise of all warrants and
options owned by Mr. Stechler and JSC), which
consists of (iv) 560,630 Shares owned by JSC, (v)
742,800 Shares held for the account of Quasar
Partners, (vi) 206,636 Shares which Mr. Stechler has
the right to acquire upon the exercise of warrants
and options owned by him and (vii) 150,000 Shares
which JSC has the right to acquire upon the exercise
of warrants owned by it.
Despite the increase reported herein in the number of
Shares that each of the Reporting Persons may be
deemed a beneficial owner of, the above beneficial
ownership percentage is lower than that reported in
the previous filing on Schedule 13D due to the fact
that, based on information provided by the Issuer's
counsel, the outstanding number of Shares has
increased since such filing.
(b) The Shares listed below include the 742,800 Shares
held by JSC for the account of Quasar Partners
pursuant to the JSC contract:
Mr. Stechler
(including Shares
JSC reported for JSC)
--- -----------------
Sole power to vote
or direct the vote: 1,453,430 1,670,066
Sole power to dispose
or direct the disposition: 1,453,430 1,670,066
6
PAGE 6 OF 8 PAGES
(c) See Annex A-1. Except for the purchase by JSC of
100,000 Shares upon exercise of the Issuer's publicly
traded Class A Warrants and the Issuer's grant to Mr.
Stechler of an option to purchase 10,000 shares for
his services as a Director in 1998, all transactions
there listed were routine brokerage transactions
effected in the over-the-counter market by JSC. See
Annex A for all transactions through January 5, 1998.
Except for the transactions disclosed on Annex A
hereto, there have been no transactions with respect
to the Shares since December 10, 1997 (the date of
filing of the last statement on Schedule 13D) by any
of the Reporting Persons.
(d) The Reporting Persons have been advised that the
partners of Quasar Partners, including Quasar
International Fund N.V., a Netherlands Antilles
corporation, have the right to participate in the
receipt of dividends from, or proceeds from the sale
of, the 742,800 Shares held by JSC for the account of
Quasar Partners, in accordance with their partnership
interests in Quasar Partners. The Reporting Persons
have the right to receive or direct the receipt of
dividends from, or proceeds from the sale of, all
Shares deemed beneficially owned by them except the
742,800 Shares held by JSC for the account of Quasar
Partners.
(e) Not applicable. |
