<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
EchoCath, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
46 units, each consisting of a $25,000.00 promissory note convertible into
33,333 shares of Class A Common Stock, and a 3-year warrant to purchase 33,333
shares of Class A Common Stock
-----------------------------------------------------------------------------
(Title of Class of Securities)
Not Applicable
- --------------------------------------------------------------------------------
(CUSIP Number)
Frank DeBernardis, President
4326 U.S. Route 1, Monmouth Junction, NJ 08852
(609) 987-8400
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 7, 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(e), 13d-1(f) or 13d-1(g), 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.
*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).
1
<PAGE> 2
CUSIP No. n/a
------
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph J. Prischak, ###-##-####
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS (See Instructions) PF
- --------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
- --------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER 3,066,636, if fully converted
----------------------------------------------------
8. SHARED VOTING POWER n/a
---------------------------------------------------
9. SOLE DISPOSITIVE POWER 3,066,636, if fully converted
------------------------------------------------
10. SHARED DISPOSITIVE POWER n/a
-----------------------------------------------
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,066,636, if fully converted
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17%, assuming full conversion of all outstanding convertible notes and
warrants and other "Common Stock Equivalents"
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (See Instructions) IN
- --------------------------------------------------------------------------------
2
<PAGE> 3
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this statement
relates is: 46 units each consisting of a $25,000 promissory note (the "Notes")
convertible into 33,333 shares of Class A Common Stock and a warrant (the
"Warrants") to purchase 33,333 shares of Class A Common Stock, no par value
(collectively, the "Securities"). The Notes are presently convertible into Class
A Common Stock at a price of the lower of $0.75 per share or the then current
market price. The Notes mature September 7, 2002, are unsecured, and bear
interest at a rate of 6 1/2%. The Warrants are exercisable from the present
through September 7, 2002 at a price of $0.75 per share.
The name and address of the principal executive offices of the issuer
of such securities is: EchoCath, Inc., 4326 U.S. Route 1, Monmouth Junction, New
Jersey 08852 (the "Issuer").
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is being filed by Joseph J. Prischak.
(b) Mr. Prischak's business address is 2425 W. 23rd St., Erie,
Pennsylvania 16506.
(c) Mr. Prischak is the Chief Executive Officer of Plastek Group, which
is located at 2425 W. 23rd St., Erie, Pennsylvania 16506.
(d) During the last five years, Mr. Prischak has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Prischak was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
Mr. Prischak was not and is not subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws on finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and the amount of funds or other consideration used in
making the purchase was $1,150,000 of personal funds.
ITEM 4. PURPOSE OF THE TRANSACTION.
Mr. Prischak has purchased the Securities for investment purposes.
3
<PAGE> 4
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Prischak would own 3,066,636 shares of Class A Common Stock
upon full conversion and exercise of the warrants. The Issuer's Quarterly Report
on Form 10-Q for the quarter ended May 31, 1999 states that, at July 12, 1999,
there were 2,352,018 shares of Class A Common Stock issued and outstanding. The
Issuer, however, has other securities outstanding with a variety of conversion
or warrant features. If all such securities were converted into shares of the
Issuer Class A Common Stock, then, based upon information supplied by the Issuer
there would be 17,943,219 shares of "Common Share Equivalents." Assuming full
dilution, Mr. Prischak, to the best of his knowledge, would own 17% of the
issued and outstanding capital stock.
(b) Upon full conversion of the Notes or exercise of the warrants, Mr.
Prischak would have sole power to vote and sole power to dispose of the Class A
Common Stock.
(c) Mr. Prischak engaged in no transactions of the Issuer's securities
prior to the date of the acquisition of the Issuer's securities.
(d) Inapplicable.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Other than the terms of the Securities, Mr. Prischak has no contracts,
arrangements, understandings or relationships (legal or otherwise) with anyone
with respect to the securities of the Issuer, including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option agreements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Inapplicable.
4
<PAGE> 5
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: September 14, 1999 By: /s/ Joseph J. Prischak
--------------------------------
Joseph J. Prischak
5
