SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
COMMODORE APPLIED TECHNOLOGIES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of Class of Securities)
202630 10 9
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(CUSIP Number)
WILLIAM J. RUSSELL
DISPUTE RESOLUTION MANAGEMENT
39 EXCHANGE PLACE, SUITE 30
SALT LAKE CITY, UTAH 84111
(801) 355-1444
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPY TO:
STEPHEN A. WEISS, ESQ.
GREENBERG TRAURIG, LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 801-9200
AUGUST 30, 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 that 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: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
<PAGE>
CUSIP NO.202630 10 9 SCHEDULE 13D PAGE 2 OF 10 PAGES
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WILLIAM JAMES RUSSELL III
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
OO (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
________________________________________________________________________________
7 SOLE VOTING POWER 3,000,000 (SEE ITEM 5)
NUMBER OF
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER 3,000,000 (SEE ITEM 5)
PERSON
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER -0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 (SEE ITEM 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3% (SEE ITEM 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE>
CUSIP NO.202630 10 9 SCHEDULE 13D PAGE 3 OF 10 PAGES
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NANCY ELAINE RUSSELL
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
________________________________________________________________________________
7 SOLE VOTING POWER 3,000,000 (1)
NUMBER OF
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER 3,000,000 (1)
PERSON
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER -0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 (1)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
(1) Represents the number of shares of common stock, par value $0.001
(the "Common Stock"), of the Issuer beneficially owned by William James
Russell III, Ms. Russell's spouse. Ms. Russell disclaims beneficial
ownership of all of the shares of Common Stock owned by her spouse.
<PAGE>
CUSIP NO.202630 10 9 SCHEDULE 13D PAGE 4 OF 10 PAGES
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TAMIE P. SPECIALE
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
OO (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
________________________________________________________________________________
7 SOLE VOTING POWER 3,000,000 (SEE ITEM 5)
NUMBER OF
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER 3,000,000 (SEE ITEM 5)
PERSON
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER -0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 (SEE ITEM 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3% (SEE ITEM 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE>
CUSIP NO.202630 10 9 SCHEDULE 13D PAGE 5 OF 10 PAGES
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GEORGE HERBERT SPECIALE
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNTIED STATES OF AMERICA
________________________________________________________________________________
7 SOLE VOTING POWER 3,000,000 (1)
NUMBER OF
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER 3,000,000 (1)
PERSON
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER -0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 (1)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
(1) Represents the number of shares of Common Stock of the Issuer
beneficially owned by Tamie P. Speciale, Mr. Speciale's spouse.
Mr. Speciale disclaims beneficial ownership of all of the shares of Common
Stock owned by his spouse.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to shares of
common stock, par value $0.001 per share (the "Commodore Common Stock"),
of Commodore Applied Technologies, Inc., a Delaware corporation
("Commodore"). The principal executive offices of Commodore are located
at 150 East 58th Street, Suite 3238, New York, New York 10155.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) and (f). This Statement is being filed by (i) William J.
Russell ("William J. Russell" or "Mr. Russell"), a United States
citizen, residing at 16049 East Berry Drive, Aurora, Colorado 80015 (ii)
Nancy Russell ("Nancy Russell" or "Ms. Russell"), spouse of Mr. Russell
and a United States citizen, residing at 16049 East Berry Drive, Aurora,
Colorado 80015, (iii) Tamie P. Speciale ("Tamie P. Speciale" or "Ms.
Speciale"), a United States citizen, residing at 55 Dorchester Drive,
Salt Lake City, Utah 84103 and (iv) George H. Speciale ("George H.
Speciale" or "Mr.Speciale"), spouse of Ms. Speciale and a United States
citizen, residing at 55 Dorchester Drive, Salt Lake City, Utah 84103.
Mr.Russell, Ms. Russell, Ms. Speciale and Mr. Speciale are referred to
herein as the "Reporting Persons."
Mr. Russell is the Chairman and Chief Executive Officer of Dispute
Resolution Management, Inc., a Delaware corporation with offices at 39
Exchange Place, Suite 30, Salt Lake City, Utah 84111 ("DRM"), and Ms.
Speciale is President and Chief Operating Officer of DRM. Mr.
Speciale is an attorney with George H. Speciale Attorney at Law,
with offices at 39 Exchange Place, Salt Lake City, Utah 84111.
Ms. Russell is currently unemployed.
(d) and (e). During the last five years, none of the Reporting Persons,
have been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor (ii) a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Amended and Restated Stock Purchase Agreement,dated as of
August 30, 2000, by and among Commodore, DRM, Mr.Russell and Ms.
Speciale (the "Stock Purchase Agreement"), Commodore acquired 81% of the
outstanding capital stock of DRM ("DRM Stock") in exchange for the
issuance of 10,500,000 shares of Commodore Common Stock and warrants to
purchase an additional 1,000,000 shares of Commodore Common Stock at an
exercise price of $2.00 per share. Commodore also agreed to issue an
additional 5,000,000 shares of Commodore Common Stock in consideration
for an option to purchase the remaining 19% equity interest in DRM at
its appraised fair market value at the time of exercise.
As of August 30, 2000, Commodore has issued 3,000,000 shares of
Commodore Common Stock to Mr. Russell and 3,000,000 shares of Commodore
Common Stock to Ms. Speciale pursuant to the Stock Purchase Agreement.
All other transactions contemplated by the Stock Purchase Agreement,
including the issuance of up to 10,500,000 additional shares of
Commodore Common Stock, will be completed after the approval of
Commodore's stockholders at a special meeting scheduled to be held on
November 17, 2000.
(Page 6 of 10 Pages)
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Russell and Ms. Speciale acquired their shares of Common Stock of
the Issuer for the purpose of investment in the Issuer and not with the
view to, or for sale in connection with, any distribution thereof. In
connection with the transactions contemplated by the Stock Purchase
Agreement, a registration rights agreement, dated August 30, 2000 (the
"Registration Rights Agreement"), was entered into by Commodore, Mr.
Russell, Ms. Speciale and certain other stockholders pursuant to which
Commodore has agreed to register for resale all of the shares of
Commodore Common Stock issued and to be issued pursuant to the Stock
Purchase Agreement. However, neither Mr. Russell nor Ms. Speciale have
any present intention or plan to effect any distribution of their shares
of Common Stock. Such Reporting Persons from time to time may review the
merits of their investment in the Issuer and evaluate their options with
respect thereto.
Mr. Russell and Ms. Speciale may from time to time acquire additional
shares of Common Stock through open market purchases, but have no
present intention of doing so. Subject to stockholder approval, the
Reporting Persons will become beneficial owners of additional shares of
Commodore Common Stock through the issuance of Commodore Common Stock
and warrants, pursuant to the Stock Purchase Agreement. In total,
upon stockholder approval, Commodore shall issue 2,859,000 shares of
Commodore Common Stock, in the aggregate, to Mr. Russell and Ms.
Speciale, and 1,641,000 shares of Commodore Common Stock, in the
aggregate, to DRM for distribution to certain key employees of DRM and
Arthur Berry & Company, Inc. in payment of a finders' fee. In addition,
in exchange for Commodore's obtaining an option to purchase the
remaining 19% equity of DRM owned by Mr. Russell and Ms. Speciale,
Commodore shall issue to Mr. Russell and Ms. Speciale a total of
5,000,000 additional shares of Commodore Common Stock. Also, Commodore
shall issue to Mr. Russell, Ms. Speciale and a key employee of DRM five-
year warrants to purchase up to an aggregate of 1,000,000 shares of
Commodore Common Stock.
Pursuant to the Stock Purchase Agreement, subject to stockholder
approval, Commodore has an absolute obligation to repurchase up to
9,500,000 shares of Commodore Common Stock from Mr. Russell and Ms.
Speciale so as to provide Mr. Russell and Ms. Speciale with a total of
$14.5 million in cash, less any proceeds previously received by them
from Commodore's exercise of its option to purchase the remaining 19%
equity of DRM owned by Mr. Russell and Ms. Speciale. However, Mr.
Russell and Ms. Speciale may terminate this repurchase obligation as
long as the obligation by Commodore to provide Mr. Russell and Ms.
Speciale with a total of $14.5 million in cash also terminates.
As a result of the Stock Purchase Agreement, Mr. Russell, Ms.
Speciale and DRM have agreed to refrain from selling any shares of
Commodore Common Stock owned by them until September 29, 2001.
Except as set forth in this Item 4, none of the Reporting Persons has
any plans or proposals which relate to or would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Notwithstanding the foregoing, each of the Reporting Persons reserves
the right, depending on all relevant factors, to change his or her
intention with respect to any and all of the matters referred to above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) By reason of the execution of the Stock Purchase Agreement and the
consummation of the transactions contemplated thereby, as of August 30,
2000, Mr. Russell and Ms. Speciale are each beneficial owners of
3,000,000 shares of Commodore Common Stock, or approximately 7.3% of the
issued and outstanding shares of Commodore Common Stock as of August 30,
2000. Upon stockholder approval, Mr. Russell and Ms. Speciale shall each
become the beneficial owner of up to an additional 4,429,500 shares of
Commodore Common Stock, or a total of approximately 14.7% of the issued
and outstanding shares of Commodore Common Stock as set forth in
response to Item 4 above. Ms. Russell and Mr. Speciale may be deemed to
be beneficial owners of all of the Commodore Common Stock acquired by
their spouses pursuant to the Stock Purchase Agreement. However, Ms.
Russell and Mr. Speciale both disclaim their beneficial ownership of all
of the shares of Commodore Common Stock owned by their spouses.
(Page 7 of 10 Pages)
<PAGE>
(b) Mr. Russell and Ms. Speciale each have sole voting and dispositive
power with respect to all of the shares of Commodore Common Stock set
forth in response to Item 5(a) above in which they have beneficial
ownership as of August 30, 2000. None of the Reporting Persons shares
voting and/or dispositive power with respect to any of the shares of
Commodore Common Stock set forth in response to Item 5(a) above which
they directly beneficially own.
Except as set forth in response to this Item 5(b), none of the Reporting
Persons presently has the sole or shared power to vote, direct the vote,
dispose or direct the disposition of any shares of Commodore Common
Stock that may be deemed beneficially owned by the Reporting Persons.
(c) Except for the execution of the Stock Purchase Agreement and the
consummation of the transactions contemplated thereby, none of the
Reporting Persons has effected any transactions in the Commodore Common
Stock during the past 60 days.
(d) and (e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITES OF THE ISSUER
As described above in Items 3 and 4, the Stock Purchase Agreement and
related documents provide for various rights and restrictions with
respect to the shares of Commodore Common Stock beneficially owned by
the Reporting Persons.
The Stock Purchase Agreement and related documents are incorporated
herein by reference as Exhibit 1, and are incorporated in this Item 6 by
reference, and the descriptions herein of such agreements are qualified
in their respective entireties by reference to such agreements.
(Page 8 of 10 Pages)
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are being filed as Exhibits to this Statement
and are each incorporated by reference herein.
EXHIBIT NO. DOCUMENT
----------- --------
1* Stock Purchase Agreement, dated as of August 30, 2000,
by and among Commodore Applied Technologies, Inc.,
William J. Russell, Tamie P. Speciale and Dispute
Resolution Management, Inc., and the Exhibits thereto.
2 Agreement of Joint Filing, dated November 27, 2000,
by and between William J. Russell, Nancy Russell, Tamie P.
Speciale and George H. Speciale.
-------------------------------
*Incorporated by reference to the Issuer's Current Report on Form 8-K,
dated August 30, 2000 (File No. 1-11871).
(Page 9 of 10 Pages)
<PAGE>
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: November 27, 2000
William J. Russell
/s/ William J. Russell
----------------------------------------
Nancy Russell
/s/ Nancy Russell
----------------------------------------
Tamie P. Speciale
/s/ Tamie P. Speciale
----------------------------------------
George H. Speciale
/s/George H. Speciale
----------------------------------------
(Page 10 of 10 Pages)
<PAGE>
INDEX TO EXHIBITS
-----------------
EXHIBIT NO. DOCUMENT
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1* Stock Purchase Agreement, dated as of August 30, 2000, by
and among Commodore Applied Technologies, Inc., William J.
Russell, Tamie P. Speciale and Dispute Resolution Management,
Inc.
2 Agreement of Joint Filing, dated November 27, 2000, by and
between William J. Russell, Nancy Russell, Tamie P. Speciale
and George H. Speciale.
-------------------------------
*Incorporated by reference to the Issuer's Current Report on Form 8-K,
dated August 30, 2000 (File No. 1-11871).
