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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. 2)
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)
February 29, 2000
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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
[_].
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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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph J. Prischak
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
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PF
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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SOLE VOTING POWER
7
NUMBER OF 3,083,636
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
n/a
OWNED BY
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EACH SOLE DISPOSITIVE POWER
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REPORTING 3,083,636
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
n/a
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,083,636
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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(See Instructions) [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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46.8%
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TYPE OF REPORTING PERSON (See Instructions)
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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 $577,825 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 has the right to acquire 3,066,636 shares of Class A
Common Stock upon full conversion of promissory notes and exercise of warrants
held by him. In Amendment No.1 to Schedule 13D, filed September 28, 1999, Mr.
Prischak erroneously reported the ownership of an additional 451,560 shares of
Class A Common Stock. Such shares are not and have never been owned by Mr.
Prischak. Mr. Prischak also owns 17,000 shares of Class A Common Stock acquired
by him in January and February, 2000. The issuer's Quarterly Report on Form 10-Q
for the quarter ended November 30, 1999 states that, at January 14, 2000, there
were 3,524,036 shares of Class A Common Stock issued and outstanding. The
Issuer, however, has other securities outstanding with a variety of conversion
or warrant features. Amendment No.1 to Schedule 13D reported Mr. Prischak's
beneficial ownership percentage as if all such securities were converted into
shares of Class A Common Stock. This Amendment No. 2 to Schedule 13D reports Mr.
Prischak beneficial ownership percentage, in accordance with Rule 13d-
3(d)(1)(i), treating as outstanding the number of shares of Class A Common Stock
reported by the Issuer as outstanding as of January 14, 2000, and also
considering as outstanding the number of shares which Mr. Prischak has the right
to acquire, but not considering as outstanding any shares which other persons
have the right to acquire.
(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 46 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 for an aggregate purchase price of $564,450. On January 27, 2000, Mr.
Prischak purchased 15,000 shares of Class A Common Stock for an aggregate price
of $11,875. On February 25, 2000, Mr. Prischak purchased 2,000 shares of Class A
Common Stock for an aggregate price $1,500.
(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: February 29, 2000 By: /s/ Joseph J. Prischak
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Joseph J. Prischak
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