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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)*
ECOMAT, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
27889C 10 2
(CUSIP Number)
Astrid Hindemith
c/o Hans Kaeser, Esq., Whitman Breed Abbott & Morgan LLP, 200 Park Avenue,
New York, New York 10166
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 31, 1998
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of 'SS''SS' 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 'SS' 240.13d-7(b) 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 6
Page 1 of 11 Pages
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SCHEDULE 13D
<S> <C> <C>
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CUSIP NO. 27889C 10 2 PAGE 2 OF 11 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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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,400,000
BENEFICIALLY -----------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -----------------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,400,000
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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
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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%
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14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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 10543-3632.
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 Shares (as 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 August 31, 1998, the Reporting Person purchased 840,000
shares of Ecomat Common Stock (the "Shares") from Diane Weiser ("Weiser")
pursuant to a Stock Purchase Agreement, a copy of which is attached hereto as
Exhibit A and incorporated herein by reference. The purchase price for the
Shares was $.25 per share, or an aggregate of $210,000.
As previously reported, pursuant to a shareholders agreement
dated as of January 9, 1998, Weiser had 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, a right of first refusal with respect to the Shares.
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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.
After giving effect to the purchase of the Shares as described
in Item 4 above, the Reporting Person beneficially owns an aggregate of
2,400,000 shares of Common Stock or approximately 66.54% of the total
outstanding shares of Common Stock. The Reporting Person has the sole power to
vote and dispose of all of such 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 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. At August 31, 1998, the Issuer owed the
Reporting Person an aggregate of $357,873 with respect to the Convertible Note.
A copy of the Convertible Note was filed as Exhibit C to the Schedule 13G
amended hereby.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The terms of the Stock Purchase Agreement discussed in Item 4
above and filed as Exhibit AG to this Statement are incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Stock Purchase Agreement dated as of August 31, 1998 between
Palatin AG and Diane Weiser.
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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: September 3, 1998
PALATIN AG
By: /s/ASTRID HINDEMITH
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Astrid Hindemith
President
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STATEMENT OF DIFFERENCES
The section symbol shall be expressed as.................................'SS'<PAGE>
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
Exhibit A Stock Purchase Agreement dated as of August 31, 7
1998 by and between Palatin AG and Diane
Weiser.
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STOCK PURCHASE AGREEMENT
THIS AGREEMENT, dated as of August 31, 1998, between Diane
Weiser, an individual residing at 40 Mohegan Road, Larchmont, New York 10538
(the "Seller"), and Palatin AG, a Swiss corporation (the "Purchaser");
W I T N E S S E T H:
WHEREAS, the Purchaser is the record and beneficial owner of
1,560,000 shares of the capital stock, par value $.0001 per share (the "Stock"),
of Ecomat, Inc., a Delaware corporation (the "Company");
WHEREAS, the Seller is the record and beneficial owner of
840,000 shares of Stock (the "Shares"), which were acquired by her from the
Purchaser on May 21, 1995 in return for past services rendered by the Seller as
an executive officer of the Company; and
WHEREAS, the Seller desires to sell, and the Purchaser desires
to purchase, the Shares pursuant to the terms of this Agreement;
NOW, THEREFORE, in consideration of the premises and the
mutual promises herein contained, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE OF SHARES; CLOSING
SECTION 1.1 PURCHASE AND SALE OF SHARES. Subject to the terms
and conditions set forth herein, the Seller hereby agrees to sell to the
Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the
Shares at an aggregate purchase price of $210,000 (the "Purchase Price").
SECTION 1.2 THE CLOSING. The Closing shall be held at 3:00
p.m. on August 31, 1998 at the offices of Whitman Breed Abbott & Morgan LLP
located at 200 Park Avenue, 28th Floor, New York, New York 10166.
SECTION 1.3 DELIVERIES AT THE CLOSING. At the Closing, the
Purchaser shall deliver to the Seller the Purchase Price by delivery of a bank
check in the amount of $210,000, and the Seller shall deliver to the Purchaser
stock certificates representing the Shares to be purchased at the Closing,
endorsed in blank or accompanied by stock powers duly executed in blank, in
proper form for transfer.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller represents and warrants to the Purchaser as
follows:
SECTION 2.1 OWNERSHIP OF SHARES. The Shares have been duly
authorized, validly issued, fully-paid and non-assessable, and the issuance
thereof was exempt from registration under the Securities Act of 1933 (the
"Act"). The Seller is the sole record and beneficial owner of the Shares. Upon
delivery by the Seller of the certificates representing the Shares and payment
therefor by the
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Purchaser as provided in Section 1.3 hereof, the Purchaser will acquire valid
title to the Shares free and clear of any lien or other encumbrance except for
restrictions on transfer imposed by the Act and state securities laws.
SECTION 2.2 POWER; AUTHORIZATION; ENFORCEABILITY. The Seller
has all requisite legal power to enter into this Agreement and to carry out and
perform all of her obligations under the terms hereof. This Agreement
constitutes the valid and binding obligations of the Seller, enforceable against
her in accordance with its terms.
SECTION 2.3 FINANCIAL STATEMENTS AND OTHER COMPANY
INFORMATION. The Seller, who was Chief Executive Officer, President and
Treasurer of the Company until her resignation on January 22, 1998, has received
copies of the financial statements of the Company for the fiscal year ended
December 31, 1997 and for the six-month period ended June 30, 1998. In addition,
the Seller has been given full opportunity to meet with representatives of the
Purchaser and with the current President of the Company to discuss the business
operations of the Company as well as the Company's financial condition. In
particular, the Seller has been informed about the fact that the Company has
retained the firm of BDO Seidman as financial advisers to advise the Company
regarding alternatives, including potential business combinations and
investments by third parties, to improve the financial condition of the Company.
The Seller understands that any such transaction undertaken by the Company may
result in a sale by the Purchaser of the shares of Company Stock held by the
Purchaser at a per share price that could be higher than the per share price
paid by the Purchaser for the Shares pursuant to this Agreement.
SECTION 2.4 NO VIOLATION. Neither the execution and delivery
of this Agreement nor the consummation of the transactions contemplated hereby
and thereby will violate or be in conflict with, or constitute a default (or an
event which, with notice or lapse of time or both, would constitute a default)
under, any agreement or commitment to which the Seller is a party or by which
the Seller is bound, or violate any federal or state statute or law, or any
judgment, decree, order, regulation or rule of any federal or state court or
domestic governmental authority.
SECTION 2.5 CONSENTS AND APPROVALS OF OTHER PERSONS. No
consent of any third party is required to be obtained by the Seller in
connection with the Seller's execution, delivery and performance of this
Agreement or the consummation of the transactions contemplated hereby.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Seller as
follows:
SECTION 3.1 ORGANIZATION. The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of Switzerland.
SECTION 3.2 POWER; AUTHORIZATION; ENFORCEABILITY. The
Purchaser has all requisite legal and corporate power to enter into this
Agreement and to carry out and perform all of its obligations under the terms
hereof. All corporate action on the part of the Purchaser and its officers,
directors and shareholders that is necessary for the authorization, execution
and delivery of this Agreement by the Purchaser and for the performance of the
Purchaser's obligations hereunder has been taken or will have been taken prior
to the Closing and will not have been rescinded. This Agreement constitutes the
valid and binding obligation of the Purchaser, enforceable against it in
accordance with its terms, subject, as
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to enforcement, to bankruptcy, insolvency, reorganization and other similar laws
of general applicability relating to creditors' rights and to general principles
of equity.
SECTION 3.3 CONSENTS AND APPROVALS OF GOVERNMENTAL AUTHORITIES
AND OTHER PERSONS. No consent, license, approval, order or authorization of, or
registration, filing or declaration with, any governmental authority is required
to be obtained or made prior to the Closing, and no consent of any third party
is required to be obtained by the Purchaser in connection with its execution,
delivery and performance of this Agreement or the consummation of the
transactions contemplated hereby.
ARTICLE IV
CONDITIONS TO OBLIGATIONS OF THE PURCHASER
SECTION 4.1 CONDITIONS TO OBLIGATIONS AT CLOSING. Each and
every obligation of the Purchaser under this Agreement to be performed at or
before the Closing shall be subject to the satisfaction (or the written waiver),
at or before the Closing, of the following conditions:
(a) Representations and Warranties True. The representations
and warranties of the Seller contained in Article II hereof shall be true and
accurate in all material respects as of the Closing Date as though such
representations and warranties were made on or as of such date.
(b) Certificates and Documents Delivered. The Purchaser shall
have received a stock certificate or certificates evidencing the Shares and
appropriate stock powers, if any. All such documents shall be in form and
substance satisfactory to the Purchaser and its counsel.
ARTICLE V
CONDITIONS TO OBLIGATIONS OF THE SELLER
SECTION 5.1 CONDITIONS TO OBLIGATIONS AT CLOSING. Each and
every obligation of the Seller under this Agreement to be performed at or before
the Closing shall be subject to the satisfaction (or the written waiver), at or
before the Closing, of the following conditions:
(a) Representations and Warranties True. The representations
and warranties of the Purchaser contained in Article III hereof shall be true
and accurate in all respects as of the Closing Date as though such
representations and warranties were made on or as of such date.
(b) Deliveries. The Seller shall have received, at the
Closing, the Purchase Price due at the Closing.
ARTICLE VI
TERMINATION AND ABANDONMENT
SECTION 6.1 TERMINATION. This Agreement may be terminated and
the transactions herein contemplated may be abandoned at any time prior to or at
the Closing: (a) by mutual consent of the Seller and the Purchaser; (b) by
either the Seller or the Purchaser, if there has been a material
misrepresentation or a material breach of a warranty or covenant herein or in
any writing delivered pursuant hereto on the part of the other party hereto; or
(c) by either party if any of the conditions to its obligations specified in
Articles IV and V, respectively, have not been satisfied.
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SECTION 6.2 EFFECT OF TERMINATION. If this Agreement is
terminated pursuant to Section 6.1, all further obligations of the Seller and
the Purchaser under this Agreement shall terminate without further liability of
the Seller or the Purchaser.
ARTICLE VII
SURVIVAL; INDEMNIFICATION
SECTION 7.1 SURVIVAL OF REPRESENTATIONS. Any investigation or
examination by the Seller of the business or the properties of the Company
relating thereto shall not affect the representations and warranties of the
Seller herein contained, and the representations and warranties of the Seller
set forth in Section 2.3 shall survive the Closing indefinitely.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
SECTION 8.1 EXPENSES. All costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such expenses.
SECTION 8.2 ASSIGNMENT. This Agreement and all the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns. Neither this Agreement nor
any of the rights, interests or obligations hereunder shall be assigned by any
of the parties hereto without the prior written consent of the other party.
SECTION 8.3 GOVERNING LAW; JURISDICTION. This Agreement shall
be governed by and construed in accordance with the laws of the State of New
York (without giving effect to its principles of conflict of laws). The Seller
and the Purchaser agree and consent to personal and subject matter jurisdiction
in New York and venue in the United States District Court for the Southern
District of New York.
SECTION 8.4 ENTIRE AGREEMENT. This Agreement represents the
entire understanding of the parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises, representations,
warranties, covenants or undertakings, other than those expressly set forth or
referred to herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
SECTION 8.5 SEVERABILITY. Any provision of this Agreement that
is invalid or unenforceable shall be ineffective to the extent of such
invalidity or unenforceability without affecting in any way the validity or
enforceability of the remaining provisions hereof.
SECTION 8.6 COUNTERPARTS. This Agreement may be signed in
counterparts with the same effect as if the signatures thereto and hereto were
upon the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
SELLER: PURCHASER:
PALATIN AG
/s/ DIANE WEISER By: /s/ ASTRID HINDEMITH
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Diane Weiser Name: Astrid Hindemith
Title: President
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