UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.3 )*
Batteries, Batteries, Inc.
(Name of Issuer)
Common Stock ($ .001 Par Value)
(Title of Class of Securities)
071326102
(CUSIP Number)
David R. Payne, Esquire Stevens & Lee, One Glenhardie Corporate,
Center, 1275 Drummers Lane, Wayne, Pennsylvania 19603
(610-293-4976)
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 16, 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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
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).
SCHEDULE 13D
CUSIP NO.
1. Stephen Rade
SSN:
2. Check the appropriate box is a member of a group* (a) [ ]
(b) [ ]
3. SEC use only
4. Source of Funds*
PF
Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e) [ ]
5. Citizenship or place of organization
USA
Number of Shares Beneficially Owned by Each Reporting Person With
6. Sole Voting Power
735,000 shares
7. Shared Voting Power
0
8. Sole Dispositive Power
735,000 shares
9. Shared Dispositive Power
0
10. Aggregate amount beneficially owned by each reporting person
735,000 shares
11. Check box if the aggregate amount in row (11) excludes
certain shares* [ ]
12. Percent of class represented by amount in row (11)
14.54%
13. Type of reporting person*
IN
SCHEDULE 13D
ITEM 1. Security and Issuer.
<PAGE 1>
This Schedule 13D relates to shares of common stock,
par value $.010 per share, of Batteries, Batteries, Inc.
("Batteries"), a business corporation incorporated under the laws
of the State of Delaware. The principal executive offices of
Batteries are located at 1840 County Line Rd, Huntington Valley,
Pennsylvania 19006.
ITEM 2. Identify and Background.
(a), (b) and (c); This Schedule 13D is filed by
Stephen Rade, an individual, with a business address at 1840
County Line Rd, Huntington Valley, Pennsylvania 19006. Mr. Rade
is the President and a Director of Batteries.
(d) and (e); During the past five years, Mr. Rade has
not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or was not a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which proceeding he was or
is subject to a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
United States federal or state securities laws, or finding any
violation with respect to such laws.
(f) Mr. Rade is a citizen of the United States of
America.
Item 3. Source and Amount of Fund or Other Consideration.
The source of funds to be used by Mr. Rade in making a
purchase of shares of common stock of Batteries, to which this
Schedule 13D relates, is from personal funds.
Item 4. Purpose of Transaction.
The purpose of the transactions described in Item 5
hereof is for personal investment purposes only.
Item 5. Interest in Securities of the Issuer.
(a) Based on 5,241,800 shares of Batteries common
stock outstanding on March 31, 1999: Mr. Rade may be deemed the
beneficial owner, in the aggregate, of 735,000 shares of
Batteries common stock. These 735,000 shares would represent
approximately 14.54% of Batteries shares of common stock
outstanding upon issuance, assuming that no other shares are
issued by Batteries, including shares issuable upon exercise of
any options outstanding for Batteries common stock.
(b) Mr. Rade will have sole power to vote or to direct
the vote and sole power to dispose or to direct the disposition
of any shares of Batteries common stock which they have acquired.
<PAGE 2>
(c) The following table sets forth transactions by Mr.
Rade in Batteries common stock over the prior sixty days.
Number Total
of Price
Shares Price Per
Date Acquired Per Share Purchase
4/6/99 36,500 1.25 $45,625
4/14/99 6,300 1.25 $ 7,875
4/16/99 7,200 1.25 $ 9,000
There were no other transactions in the common stock of Batteries
by Mr. Rade during the sixty days preceding the date of this
Schedule 13D.
(d) No person other than Mr. Rade has the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any shares of Batteries common
stock that may be deemed beneficially owned by Mr. Rade.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Mr. Rade, as an officer of Batteries, is eligible to
recevie options on the common stock of Batteries pursuant to the
Batteries Stock Option Plan (the "Plan"). As of the filing date,
Mr Rade has been granted 25,000 options with an exercise price of
$1.375 per share. The options expire on August 1, 2003.
Item 7. Material to be Filed as Exhibits.
(i) Batteries, Batteries, Inc. Stock Option Plan
<PAGE 3>
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.
May 12, 1999
By /s/Stephen Rade
Stephen Rade
<PAGE 4>
