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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO 13d-2(a)
(Amendment No. ___)1
TECHNOLOGY FLAVORS & FRAGRANCES .
(Name of Issuer)
Common Stock, $.01 par value per share
(Title Class of Securities)
87869 A 104
(CUSIP Number)
David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016-2097
(212) 818-8800
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 21, 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 |_|.
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.
- --------
1 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).
(Continued on following pages)
(Page 1 of 6 Pages)
<PAGE>
SCHEDULE 13D
CUSIP No. 87869 A 104 Page 2 of 8 Pages
- -------------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard E. Cooper
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO - See Item 3
- --------------------------------------------------------------------------------
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
|
| 187,500 Shares
NUMBER OF |-----------------------------------------------------------
SHARES | 8 SHARED VOTING POWER
BENEFICIALLY |
OWNED BY | 600,000 Shares
EACH |-----------------------------------------------------------
REPORTING | 9 SOLE DISPOSITIVE POWER
PERSON |
WITH | 187,500 Shares
|-----------------------------------------------------------
| 10 SHARED DISPOSITIVE POWER
|
| 600,000 Shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
787,500 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 87869 A 104 Page 3 of 8 Pages
- -------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stanley Altschuler
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO - See Item 3
- --------------------------------------------------------------------------------
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
|
| 287,280 Shares
NUMBER OF |-----------------------------------------------------------
SHARES | 8 SHARED VOTING POWER
BENEFICIALLY |
OWNED BY | 600,000 Shares
EACH |-----------------------------------------------------------
REPORTING | 9 SOLE DISPOSITIVE POWER
PERSON |
WITH | 287,280 Shares
|-----------------------------------------------------------
| 10 SHARED DISPOSITIVE POWER
|
| 600,000 Shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
887,280 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 87869 A 104 Page 4 of 8 Pages
- -------------------------- ------------------------
Item 1. Security and Issuer
The class of equity securities to which this statement relates
is the common stock, $.01 par value ("Common Stock"), of Technology Flavors &
Fragrances ("Issuer"), a Delaware corporation, whose principal executive offices
are located at 10 Edison Street East, Amityville, New York 11701.
The percentage of beneficial ownership reflected in this
Statement is based upon 11,956,968 shares of Common Stock outstanding on June
30, 1997, which number has been obtained directly from the Issuer.
Item 2. Identity and Background
(a) Name: This statement is filed on behalf of Richard E.
Cooper ("Cooper") and Stanley Altschuler ("Altschuler").
(b) Business Address: Cooper and Altschuler have a business
address of c/o Strategic Growth International, Inc., 111 Great Neck Road, Great
Neck, New York 11021.
(c) Principal Business: Cooper and Altschuler are principally
engaged in the investor relations business for Strategic Growth International,
Inc. ("SGI"), a consulting firm with offices at 111 Great Neck Road, Great Neck,
New York 11021. Cooper and Altschuler each own 50% of the common stock of SGI.
(d) Convictions: During the last five years, neither Cooper
nor Altschuler has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Regulatory Proceedings: During the last five years,
neither Cooper nor Altschuler has been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in any
judgment, decree or final order against either of them enjoining either of them
from engaging in 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) Citizenship: Each of Cooper and Altschuler is a citizen
of the United States.
Item 3. Source and Amounts of Funds or Other Consideration
Each of Cooper and Altschuler used personal funds to purchase
the securities, as described below in Item 5(c). SGI received the securities in
exchange for consulting services rendered to Issuer by SGI, as described below
in Item 5(c).
<PAGE>
CUSIP No. 87869 A 104 Page 5 of 8 Pages
- -------------------------- ------------------------
Item 4. Purpose of Transactions
Each of Cooper and Altschuler acquired the securities
specified in Item 5(c) of this Schedule 13D in order to obtain individual equity
positions in the Issuer for investment purposes. Each of Cooper and Altschuler
may acquire or dispose of additional shares of the Issuer, but does not
presently intend to do so, although this intention may change depending upon
market conditions. Neither Cooper nor Altschuler has any present plans which
relate to or would result in: an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries; a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries; any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; any
material change in the present capitalization or dividend policy of the Issuer;
any other material change in the Issuer's business or corporate structure;
changes in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; a class of
equity securities of the Issuer to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities and Exchange Act of
1934; or any action similar to the above.
Item 5. Interest in Securities of the Issuer
(a) Cooper directly owns and holds 187,500 shares of Common Stock. Because
Cooper owns 50% of the common stock of SGI, he is deemed to beneficially own the
600,000 shares of Common Stock underlying options to purchase Common Stock
exercisable at $0.35 per share, expiring October 2000 ("Options") held by SGI,
as such Options are currently exercisable. Accordingly, Cooper is deemed to
beneficially own 787,500 shares of Issuer's Common Stock, or approximately 6.3%.
Altschuler directly owns and holds 287,280 shares of Common Stock. Because
Altschuler owns 50% of the common stock of SGI, he is deemed to own the 600,000
shares of Common Stock underlying Options held by SGI, as such Options are
currently exercisable. Accordingly, Altschuler is deemed to beneficially own
887,280 shares of Issuer's Common Stock, or 7.1%
(b) Cooper has sole voting and dispositive power over the 187,500 shares of
Common Stock which he holds. Cooper shares dispositive power over the 600,000
Options, and, upon exercise of such Options, would share voting power over the
resulting Common Stock.
Altschuler has sole voting and dispositive power over the 287,280 shares of
Common Stock which he holds. Altschuler shares dispositive power over the
600,000 Options, and, upon exercise of such Options, would share voting power
over the resulting Common Stock.
<PAGE>
CUSIP No. 87869 A 104 Page 6 of 8 Pages
- ------------------------- -------------------------
(c) The following transactions required the filing of this
Schedule 13D:
(i) Transactions effected by Cooper:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Number Price Per
Date Transaction of Shares Share ($)
- ---- ----------- --------- ---------
<S> <C> <C> <C>
10/31/95 Private Purchase 100,000 0.350
3/12/96 Open Market Purchase 5,000 1.660
8/12/96 Open Market Purchase 1,000 2.063
8/21/96 Open Market Sale 2,000 1.938
9/16/96 Open Market Sale 2,000 1.813
9/30/96 Open Market Sale 8,000 1.813
10/11/96 Open Market Sale 2,000 1.625
10/15/96 Open Market Sale 2,000 1.688
11/21/96 Open Market Sale 5,000 1.375
1/13/97 Open Market Sale 5,000 1.313
1/30/97 Open Market Sale 2,500 1.563
2/3/97 Acquisition from Issuer for 50,000 --
services rendered
2/6/97 Open Market Sale 5,000 1.500
2/18/97 Open Market Sale 5,000 1.469
3/20/97 Open Market Sale 5,500 1.531
4/2/97 Open Market Purchase 3,500 1.610
4/2/97 Open Market Purchase 1,500 1.570
4/8/97 Private Purchase 75,000 0.610
5/14/97 Open Market Sale 2,000 1.563
6/2/97 Open Market Sale 2,500 1.500
</TABLE>
<PAGE>
CUSIP No. 87869 A 104 Page 7 of 8 Pages
- ------------------------- -------------------------
(ii) Transactions effected by Altschuler:
<TABLE>
<CAPTION>
Number Price Per
Date Transaction of Shares Share ($)
- ---- ----------- --------- ---------
<S> <C> <C> <C>
10/31/95 Private Purchase 100,000 0.350
6/21/96 Open Market Purchase 2,780 1.375
2/3/97 Acquisition from Issuer for 50,000 --
services rendered
4/8/97 Private Purchase 125,000 0.610
5/1/97 Open Market Purchase 7,000 1.448
5/2/97 Open Market Purchase 500 1.375
5/27/97 Open Market Purchase 2,000 1.510
</TABLE>
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer
On October 30, 1995, SGI entered into a consulting agreement
with Issuer, pursuant to which, in consideration for rendering investor
relations services, Issuer agreed to grant the Options to SGI. The Options have
piggyback registration rights for one year with respect to shares underlying the
Options and demand registration rights after one year. Such Options will be
subject to anti-dilution provisions and may be transferred in whole or in part
to one or more officers of SGI.
Item 7. Material to be Filed as Exhibits
4.1 Letter agreement between Strategic Growth International, Inc. and
Technology Flavors & Fragrances for issuance of 600,000 Options to
Strategic Growth International, Inc.
99.1 Joint filing agreement between Cooper and Altschuler.
<PAGE>
CUSIP No. 87869 A 104 Page 8 of 8 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 __, 1997
/s/ Richard E. Cooper
-----------------------
Richard E. Cooper
/s/ Stanley Altschuler
-----------------------
Stanley Altschuler
<PAGE>
EXHIBIT 4.1
October 30, 1995
Mr. Philip Rosner
President
TECHNOLOGY FLAVORS & FRAGRANCES, INC.
10 Edison Street E.
Amityville, New York 11701
Dear Mr. Rosner:
This letter is to confirm the agreement under which Strategic Growth
International, Inc. ("SGI") will serve as Investor Relations Consultant to
Technologies Flavors & Fragrances, Inc. (the "Company").
DUTIES:
As Investor Relations Consultant, we will:
a) Consult with the management of the Company on
Investor Relations aspects of shareholder
communications, including how to arrange and conduct
meetings with the professional investment community
and investor groups; how to communicate the corporate
message to specified audiences, and how to enhance
relations with security analysts and the financial
press.
b) Help develop and implement a comprehensive Investor
Relations program. The program will be designed to
achieve results-oriented goals and objectives. The
programs will include as its objectives:
i. Introducing the Company, its core business
and new activities to the professional
investment community and thereby work to
create a new base of investors in the
Company's stock, among both institutional
and retail broker segments of the financial
community.
ii. Developing research coverage of the Company.
iii. Developing additional active market makers.
iv. Assisting the Company in creating media
opportunities, as appropriate.
c) Provide professional staff services to help the
Company carry out its programs and objectives.
<PAGE>
The scope of SGI's services shall not include any activities related to or
regarding the raising of funds. Such activities shall be subject to a separate
agreement.
SERVICE FEES:
The Company will pay SGI:
1. A monthly retainer fee of $8,000 for services under this agreement. The
monthly retainer shall commence on October 30, 1995 for twelve months.
2. In addition, immediately upon execution of this contract, the Company
will issue 600,000 options of the Company's outstanding shares
exercisable at $0.35 (U.S.) per share. Such options will be of a five
year duration, and will have piggy-back registration rights for one
year with respect to shares underlying the options with demand
registration rights after one year, and will be subject to non-dilution
provisions and may be transferred in whole or in part to one or more
officers of Strategic Growth International, Inc.
OUT OF POCKET EXPENSE:
The Company will reimburse SGI for all reasonable out-of-pocket disbursements,
including travel expenses, made in the performance of its duties under this
agreement. Items, such as luncheons with the professional investment community,
graphic design and printing, postage, long distance telephone calls, etc., will
be billed as incurred.
RECORDS AND RECORD KEEPING:
SGI will maintain accurate records of all out-of-pocket expenditures incurred on
behalf of the Company. Authorization for projects and operating activities will
be obtained in advance before commitments are made.
TERMS OF PAYMENT:
Billings will be done monthly for the coming month. Expenses and charges will be
included in the following month's bill.
Payment is due within ten (10) days upon receipt of invoice.
LIABILITY:
The Company agrees to indemnify and hold harmless from and against any and all
losses, claims, damages, expenses or liabilities which SGI may incur based upon
information, representations, reports or data furnished by the Company to the
extent that such material is furnished, prepared or approved by the Company for
use by SGI.
<PAGE>
TERMS OF AGREEMENT:
This agreement is to extend for October 30, 1995 for one year. SGI shall have
the right to terminate the agreement on April 30, 1996. In the event of such
termination, SGI shall waive all legal rights to 50% (600,000) of the options
granted to SGI.
This agreement shall be governed by and subject to the jurisdiction of and law
of New York State, and the United States of America.
Please confirm agreement to the above by endorsing all three (3) copies and
returning two (2) copies to SGI.
AGREED TO AND ACCEPTED BY:
/s/ /s/
Technology Flavors & Fragrances, Inc. Strategic Growth International, Inc.
<PAGE>
EXHIBIT 99.1
AGREEMENT
This will confirm the agreement by and among the undersigned
that the Schedule 13D, dated November ___, 1997, with respect to the
undersigned's beneficial ownership of Common Stock and Options of Technology
Flavors and Fragrances, Inc. is filed on behalf of the undersigned.
Dated: November 24, 1997
/s/ Richard Cooper
-----------------------
Richard Cooper
/s/ Stanley Altschuler
-----------------------
Stanley Altschuler
<PAGE>
