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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. ___)*
ECOMAT, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
27889C 10 2
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(CUSIP Number)
Astrid Hindemith
c/o Hans Kaeser, Esq., Whitman Breed Abbott & Morgan,
200 Park Avenue, New York, New York 10166
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 9, 1998
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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-(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.
*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).
The Exhibit Index is on Page 7
Page 1 of 13 Pages
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SCHEDULE 13D
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CUSIP NO. 27889C 10 2 PAGE 2 OF 13 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PALATIN AG
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC (See Items 4 and 5)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
SWITZERLAND
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7 SOLE VOTING POWER
1,560,000 (See Items 4 and 5)
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NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 840,000 (See Items 4 and 5)
EACH -----------------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,560,000 (See Items 4 and 5)
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000 (See Items 4 and 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.54% (See Items 4 and 5)
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14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
INTRODUCTION
This Statement on Schedule 13D (this "Statement") is being filed
pursuant to Rule 13d- 1(b)(3) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), to report a change in the purpose for which the Reporting
Person is holding the Common Stock of the Issuer.
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this Statement on
Schedule 13D (this "Statement") relates is common stock, par value $.0001 per
share (the "Common Stock"), of Ecomat, Inc. (the "Issuer"). The address of the
principal executive offices of the Issuer is 147 Palmer Avenue, Mamaroneck, New
York 100543-3632.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Palatin AG (the"Reporting Person").
(b) Beethovenstrasse 43, Postfach 4913 Zurich 8022, Switzerland
(c) Private investment company.
(d) During the last five years, neither the Reporting Person nor any
of its executive officers and directors (identified below) have been convicted
in a criminal proceeding.
(e) During the last five years, neither the Reporting Person nor any
of its executive officers and directors (identified below) have been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction, which as a result of such proceeding, was or is subject to
judgment, decree or final order enjoining future violations, or prohibiting or
mandating activities subject to federal or state securities laws or finding any
violations with respect to such laws.
(f) The Reporting Person is a Swiss corporation.
Astrid Hindemith ("Hindemith") is the President, sole director and
sole shareholder of the Reporting Person. There is no other person required to
provide information pursuant to Instruction C of this Statement. Hindemith is a
private investor and her principal business address is Beethovenstrasse 43,
Postfach 4913, Zurich 8022, Switzerland. Hindemith is a citizen of Switzerland.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Funds used to acquire the Palatin Shares and to purchase the Right of
First Refusal (as terms are defined in Item 4 below) were obtained from the
working capital of the Reporting Person. See Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION.
On January 9, 1998, the Reporting Person and Diane Weiser ("Weiser"),
the President and a director of the Issuer, as well as the record and beneficial
owner of 840,000 shares of Ecomat Common Stock (the "Weiser Shares"), entered
into a shareholders agreement dated as of January 9, 1998
Page 3 of 13 Pages
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(the "Shareholders Agreement"). A copy of the Shareholders Agreement is attached
hereto as Exhibit A and incorporated herein by reference.
Under the Shareholders Agreement, Weiser granted to the Reporting
Person an irrevocable proxy (the "Irrevocable Proxy") to vote the Weiser Shares
and waived all right to vote the Weiser Shares for any purpose, except as
otherwise prohibited by Delaware law. In addition, under the Shareholders
Agreement, Weiser granted to the Reporting Person a right of first refusal (the
"Right of First Refusal") with respect to the Weiser Shares, requiring Weiser to
first offer to sell the Weiser Shares to the Reporting Person on the terms,
including purchase price, pursuant to which Weiser would propose to sell the
Weiser Shares to a third party.
In consideration for the grant of the Right of First Refusal and
Irrevocable Proxy the Reporting Person paid to Weiser the sum of $100,000 from
its working capital.
The right to vote the Weiser Shares, together with the 1,560,000
shares of Common Stock owned of record and beneficially by the Reporting Person
(the "Palatin Shares"), gives the Reporting Person the right to vote an
aggregate of 2,400,000 shares of Common Stock or approximately 66.54% of the
total outstanding shares of Common Stock. Because of amount of Common Stock
beneficially owned by the Reporting Person would permit the Reporting Person to
cause the adoption of any action by the Corporation, including the election and
removal without cause of members of the Board of Directors, the Reporting Person
may be deemed to control the Issuer.
On January 22, 1998, at a meeting of the Board of Directors called by
the President of the Issuer, Weiser announced her resignation as President and a
director of the Issuer. At this meeting the Board of Directors appointed
Hindemith to conduct a review of the Issuer and its business for purposes of
implementing necessary changes in the management and operations of the Issuer.
The Reporting Person has no present intention of effecting any of the
actions or transactions contemplated by paragraphs (a) through (j) of Item 4,
except that the Reporting Person is reviewing the Issuer and its business, and
following completion of that review, will implement and/or support changes in
the management of the Issuer, as well as other measures to improve the business
of the Issuer and its profitability.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Reporting Person originally acquired the Palatin Shares in March
1996 in exchange for its shares of Diaber Laundromat, Inc., a New York
corporation ("Diaber"), as part of a reorganization of the Issuer designed to
effect a reincorporation in the State of Delaware (the "Reorganization"). The
Reporting Person assigned to each of Weiser and Richard Becker, a director and
officer of the Issuer ("Becker"), 840,000 shares of Common Stock received by the
Issuer in connection with the Reorganization. Prior to the consummation of the
initial public offering of the Issuer, the Reporting Person reacquired the
840,000 shares of Common Stock owned by Becker for a purchase price of $40,000.
A copy of the letter agreement relating to the purchase is attached hereto as
Exhibit B and incorporated herein by reference.
The Reporting Person originally acquired its shares of Diaber in
partial payment for amounts lent to Diaber at a cost of approximately
$1,610,000.
Page 4 of 13 Pages
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The Reporting Person's investment in Diaber and the Issuer were made
as passive investments and not with the purpose of controlling Diaber or the
Issuer.
After giving effect to the transactions contemplated by the
Shareholders Agreement as described in Item 3 above, the Reporting Person may be
deemed to beneficially own an aggregate of 2,400,000 shares of Common Stock or
approximately 66.54% of the total outstanding shares of Common Stock, of which
it has the sole power to vote and dispose of 1,560,000 shares comprising the
Palatin Shares and the exclusive right to vote pursuant to an Irrevocable Proxy
of an additional 840,000 shares comprising the Weiser Shares. In addition, the
Reporting Person has a Right of First Refusal with respect to the Weiser Shares.
In accordance with the terms of a convertible promissory note dated
September 26, 1996 evidencing a debt in the original principal amount of
$1,267,677 bearing interest at 7% per annum (the "Convertible Note"), the
Reporting Person has the right to convert all amounts owing with respect to the
Convertible Note at maturity on December 9, 1998 into shares of Common Stock at
a purchase price equal to the book value of the Common Stock on the date of the
most recent fiscal quarter of the Issuer prior to conversion. In January 1997,
following the consummation of the initial public equity offering of the Issuer
in December 1996, the Issuer paid the Reporting Person $1,000,000 on the
Convertible Note. At January 31, 1997, the Issuer owed the Reporting Person an
aggregate of $322,632 with respect to the Convertible Note. A copy of the
Convertible Note is attached hereto as Exhibit C and incorporated herein by
reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The terms of the Shareholders Agreement and the Convertible Note,
discussed in Items 5 and 6 above and filed as Exhibits A and C to this Statement
are incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Shareholders Agreement dated as of January 9, 1998 between
Palatin AG and Diane Weiser.
Exhibit B Letter Agreement dated September 5, 1996 between Palatin
AG and Richard Becker.
Exhibit C Convertible Promissory Note dated September 26, 1996 in
the original principal amount of $1,267,677.
Page 5 of 13 Pages
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SIGNATURES
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.
DATE: January 30, 1998
PALATIN AG
By: /s/ASTRID HINDEMITH
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Astrid Hindemith
President
Page 6 of 13 Pages
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
<S> <C> <C>
Exhibit A Shareholders Agreement dated as of January 9, 8
1998 by and between Palatin AG and Diane
Weiser.
Exhibit B Letter Agreement dated September 5, 1996 10 between
Palatin AG and Richard Becker. 10
Exhibit C Convertible Promissory Note dated September 26, 11
1996 in the original principal amount of
$1,267,677.
</TABLE>
Page 7 of 13 Pages
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SHAREHOLDERS AGREEMENT
AGREEMENT made as of January 9, 1998 between Palatin AG, a
Swiss corporation ("Palatin"), and Diane Weiser, an individual residing in
Larchmont, New York ("Ms. Weiser").
W I T N E S S E T H:
WHEREAS, Palatin owns 1,560,000 shares of common stock, $.0001
par value per share (the "Ecomat Common Stock"), of Ecomat, Inc., a Delaware
corporation ("Ecomat");
WHEREAS, Ms. Weiser owns 840,000,000 shares of Ecomat Common
Stock (such shares sometimes hereinafter referred to as "Weiser Shares");
WHEREAS, Palatin and Ms. Weiser, in order to assure continuity
in the management and ownership of Ecomat, consider it in the best interest of
Ecomat to make provision for the control of Ecomat;
NOW THEREFORE, in consideration of the foregoing and the
premises and mutual promises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Right of First Refusal. (a) If Ms. Weiser wishes to sell
all or any portion of the Weiser Shares (the Weiser Shares or portion thereof to
be offered are hereinafter referred to as the "Offered Shares"), Ms. Weiser
shall give Palatin written notice of her desire to do so (the "Offer Notice").
The Offer Notice shall state the price (the "Offer Price"), the terms on which
Ms. Weiser intends to sell the Offered Shares (including, without limitation,
the collateral for any secured promissory note, which collateral must include
all of the Offered Shares), any assumption, indemnity, guaranty, or security
provisions relating to any material liabilities for which Ms. Weiser is
personally liable, and the identity of the third party to whom Ms. Weiser
intends to sell the Offered Shares. Palatin shall have the right for a period of
thirty (30) days after Palatin's receipt of the Offer Notice (the "Offering
Period") to elect to acquire the Offered Shares at the Offer Price and otherwise
on the terms set forth in the Offer Notice on a closing date and at a place in
the Borough of Manhattan, the City of New York, as designated in Ms. Weiser's
notice, which date shall not be more than sixty (60) days after the end of the
Offering Period. If Palatin does not timely deliver the Election Notice (as
hereinafter defined) to purchase the entire Offered Shares as provided in
paragraph (b) of this Section 1, Ms. Weiser shall have no obligation to sell the
Offered Shares to Palatin and shall have the right to sell the Offered Shares
pursuant to paragraph (c) of this Section 1.
(b) If Palatin elects to purchase the Offered Shares, it shall
give written notice (an "Election Notice") to Ms. Weiser within the Offering
Period. The notices given by Ms. Weiser and Palatin pursuant to this Section 1
shall constitute a binding agreement of purchase and sale between them.
(c) If Palatin does not timely elect to purchase the Offered
Shares, Ms. Weiser shall have the right to sell the Offered Shares; provided,
however, that (i) the terms and conditions of the sale, including the purchase
price, when taken as a whole, are not materially less favorable to Ms. Weiser
than those set forth in the Offer Notice, (ii) the closing of such sale shall
occur not later than ninety (90) days after the expiration of the Offering
Period, (iii) such sale shall be to the party identified in the Offer
Page 8 of 13 Pages
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Notice, and (iv) Ms. Weiser provides Palatin with true and complete copies of
all transfer documents at least ten (10) business days prior to the date of the
sale.
(d) If Ms. Weiser does not close the sale of the Offered
Shares to the party identified in the Offer Notice on terms that are consistent
with the Offer Notice, then Ms. Weiser may not close a sale of any Weiser Shares
without again giving notice to Palatin pursuant to paragraph (a) of this Section
1 and again complying with the procedures of this Section 1.
2. Irrevocable Proxy. Ms. Weiser hereby grants to Palatin an
irrevocable proxy to vote, or to execute and deliver consents or otherwise act
with respect to, all Weiser Shares as fully, to the same extent and with the
same effect as Ms. Weiser might or could do under any applicable laws or
regulations governing the rights and powers of shareholders of a Delaware
corporation. As of the date hereof, Ms. Weiser hereby waives, except as
otherwise prohibited by the provisions of the Delaware General Corporation Law,
any and all rights to vote, or to execute and deliver consents or otherwise act
with respect to the Weiser Shares in any manner inconsistent with the foregoing.
Ms. Weiser hereby affirms that this proxy is given in
consideration of Palatin's agreement to obtain from Ms. Weiser a right of first
refusal with respect to the Weiser Shares, all as set forth in this Agreement.
As such, this proxy is coupled with an interest and is irrevocable. This proxy
may be exercised by Palatin for the period beginning on the date hereof and
ending, with respect to any Weiser Share, on the earlier of (i) the date such
Weiser Share is acquired by Palatin, or (ii) the date such Weiser Share is
acquired by a third party in compliance with the provisions of Section 1 hereof.
3. Compensation. As compensation for the right of first
refusal and irrevocable proxy granted pursuant to this Agreement, Palatin, on
the date hereof, shall transfer the sum of $100,000 to Ms. Weiser.
4. Governing Law. This agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
PALATIN AG
/s/ DIANE WEISER By: /s/ ASTRID HINDEMITH
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Diane Weiser Astrid Hindemith
Page 9 of 13 Pages
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PALATIN AG
Beethovenstrasse 43
Postfach 4913
CH-8022 Zurich
Switzerland
September 5, 1996
Richard Becker
55 Jared Drive
White Plains, NY 10545
Re: Purchase of Shares of Ecomat, Inc.
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Dear Mr. Becker:
This is to confirm our agreement that you hereby sell, transfer
and deliver the 840,000 shares of common stock, no par value, of Ecomat, Inc.,
owned by you and registered in your name, which comprise all the shares of
Ecomat owned by you, to Palatin AG in exchange for Palatin's payment to you of
$40,000.
If the foregoing correctly reflects our understanding, please so
indicate by signing your name in the space provided below.
Very truly yours,
PALATIN AG
By: /s/ ASTRID HINDEMITH
____________________________
Astrid Hindemith
President
Accepted and agreed to as
of the date first above written:
/s/ RICHARD BECKER
__________________________________
Richard Becker
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CONVERTIBLE PROMISSORY NOTE
$1,267,677 September 26, 1996
Mamaroneck, New York
FOR VALUE RECEIVED, ECOMAT, INC., a Delaware corporation
("Ecomat"), promises to pay to Palatin, AG, a Swiss corporation (the "Holder"),
at such place as the Holder may designate in writing, the aggregate principal
amount of One Million Two Hundred Sixty-Seven Thousand Six Hundred Seventy-Seven
Dollars ($1,267,677), together with interest thereon at the rate of seven
percent (7%) per annum, calculated on the basis of a 360 day year and compounded
annually, as follows:
(a) an amount of One Million Dollars ($1,000,000) on the
earliest of (i) September 25, 2001, (ii) the closing date of the first
underwritten public offering of Ecomat's securities (the "Public
Offering"), and (iii) the date of acceleration of the obligations under
this Note, at which time all principal and interest shall be due and
owing; and
(b) the remainder on the earliest of (i) September 25,
2001, (ii) the date that is 24 calendar months from the closing date of
the Public Offering, and (iii) the date of acceleration of the
obligations under this Note, at which time all principal and interest
shall be due and owing.
Any payment made by Ecomat pursuant to paragraph (a) or (b) above
shall be applied first to outstanding interest and then to outstanding
principal. Each payment date set forth in clauses (i) through (iii) of
paragraphs (a) and (b) above is hereinafter referred to as a "Maturity Date".
The Holder of this Note shall have the right at its option,
exercisable at any time, or from time to time, on or after January 1, 1997 and
on or before the Maturity Date, upon written notice to Ecomat, to convert part
or all of the amounts outstanding under this Note into fully paid and
non-assessable shares of common stock, par value $0.0001 per share, of Ecomat
(the "Common Stock"), at a purchase price equal to the Book Value, as defined
herein, of such shares of Common Stock (the "Conversion"); provided, that, if
the closing of the Public Offering shall have occurred on or prior to December
31, 1996 and if Ecomat shall have made timely and full payment in accordance
with paragraph (a) above, the Holder may not convert the remaining amounts
outstanding under this Note prior to the earliest Maturity Date applicable to
such remaining amounts.
"Book Value", as such term is used herein, shall be computed on
the basis of the total assets of Ecomat, minus intangible assets (including
goodwill, patents and trademarks), minus current liabilities, minus any
long-term liabilities and equity issues that have a prior claim, all to be
determined as of the end of the most recent fiscal quarter ended prior to the
Holder's election to convert, divided by the number of shares of Common Stock
issued and outstanding immediately prior to the Conversion; provided, that, for
purposes of the Conversion of this
Page 11 of 13 Pages
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Note, the Book Value per share of Common Stock shall never be considered to be
less than the par value thereof.
All payments made by Ecomat hereunder of principal and interest
hereunder shall be payable in lawful money of the United States.
Ecomat shall be in default hereunder upon the occurrence of any
of the following events: (i) the failure by Ecomat to make any payment of
principal or interest when due hereunder; (ii) the entry of a decree or order by
a court of competent jurisdiction adjudicating Ecomat a bankrupt or the
appointment of a receiver or trustee of Ecomat upon the application of any
creditor in an insolvency or bankruptcy proceeding or other proceeding; (iii)
the filing of a bankruptcy petition by or against Ecomat under the United States
Bankruptcy Code or any applicable state law which petition is not dismissed
within thirty (30) days; (iv) the pendency of any bankruptcy proceeding or other
creditors' suit against Ecomat; (v) an assignment for the benefit of creditors
by Ecomat; (vi) consent by Ecomat to the appointment of a receiver or trustee in
an insolvency or bankruptcy proceeding or other proceeding; (vii) the existence
of any uncured event of default under the terms of any instrument in writing
evidencing a debt of Ecomat to someone other than the Holder; provided, that,
Ecomat is not contesting in good faith by appropriate proceedings such uncured
event of default; (viii) the existence of any judgment against, or any
attachment of property of, Ecomat; (ix) condemnation, seizure or appropriation
of all or part of the assets or properties of Ecomat or any subsidiary by any
government or governmental authority; (x) entry of any order in any proceeding
directing the winding-up, dissolution or split-up of Ecomat; or (xi) any other
condition which, in the good faith determination of the Holder, would materially
impair the timely repayment of this Note.
Upon the occurrence of any event or condition of default
hereunder, or at any time thereafter, the Holder at its option may accelerate
the maturity of this Note and declare all of the indebtedness or any portions
thereof to be immediately due and payable, together with accrued interest
thereon, and payment thereof may be enforced by suit or other process of law.
If this Note is not paid on the Maturity Date, Ecomat agrees to
pay all reasonable costs (which shall include, without limitation, all costs,
attorneys' fees and expenses) incurred by the Holder in connection with any
collection efforts by the Holder or any insolvency, bankruptcy, reorganization,
arrangement or similar proceedings involving Ecomat, or involving any endorser
or guarantor hereof, which in any way affect the exercise by the Holder of its
rights and remedies under this Note.
The obligations under this Note are absolute and unconditional
obligations of Ecomat and no modification, release, consent, waiver,
rearrangement or amendment shall impair the obligations of Ecomat hereunder.
Presentment, demand, protest, notices of protest, dishonor and
non-payment of this Note and all notices of every kind are hereby waived.
The terms "Ecomat" and "Holder" shall be construed to include
their respective heirs, personal representatives, successors, subsequent holders
and assigns.
Page 12 of 13 Pages
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THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF EACH OF ECOMAT AND
THE HOLDER HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS AND INSTRUMENTS MADE
AND TO BE PERFORMED IN NEW YORK AND CANNOT BE MODIFIED OR CHANGED ORALLY.
IN WITNESS WHEREOF, Ecomat has hereby caused this Note to be
signed on its behalf, in its corporate name and by its duly authorized officer,
as of the date first written above.
ECOMAT, INC.
/s/ DIANE WEISER
_____________________
By: Diane Weiser
Title: President
Page 13 of 13 Pages
