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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
EchoCath, Inc.
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(Name of Issuer)
Class A Common Stock, no par value
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(Title of Class of Securities)
278760103
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(CUSIP Number)
Joseph Salvia
2425 West 23rd Street, Erie, Pennsylvania 16506
(814) 878-4400
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 27, 1999
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(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).
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CUSIP No. 278760103
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph J. Prischak, ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions) PF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER 3,518,196, if fully converted
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8. SHARED VOTING POWER n/a
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9. SOLE DISPOSITIVE POWER 3,518,196, if fully converted
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10. SHARED DISPOSITIVE POWER n/a
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,518,196, if fully converted
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%, assuming full conversion of all outstanding convertible notes
and warrants and other "Common Stock Equivalents"
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14. TYPE OF REPORTING PERSON (See Instructions) IN
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ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this statement
relates is: Class A Common Stock, no par value.
The name and address of the principal executive officers 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 $564,450 of personal funds.
ITEM 4. PURPOSE OF THE TRANSACTION.
Mr. Prischak has purchased the Common Stock for investment purposes.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Prischak owns 451,560 shares of Class A Common Stock, no par
value, and would own 3,066,636 shares of Class A Common Stock upon full
conversion of promissory notes and exercise of warrants, for a total of
3,518,196 shares. 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 19.6% of the issued and outstanding capital
stock.
(b) Mr. Prischak has sole power to vote and sole power to dispose of
the Class A Common Stock.
(c) On September 7, 1999, Mr. Prischak purchased 76 units, each
consisting of a $25,000 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.
(d) Inapplicable.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Other than the terms of the above-described notes and warrants, 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.
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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 28, 1999 By: /s/ Joseph J. Prischak
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Joseph J. Prischak
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