SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Rule 13d-101)
(Amendment No. ________)
Schick Technologies, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
806683108
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(CUSIP Number)
Zvi N. Raskin, Esq.
Schick Technologies, Inc.
31-00 47th Avenue
Long Island City, New York 11101
(718) 482-2163
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 27, 1999
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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. |_|
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SCHEDULE 13D
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CUSIP No. 806683108
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allen Schick
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
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
7. SOLE VOTING POWER
NUMBER OF 535,624 shares of Common Stock
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 535,624 shares of Common Stock
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
535,624 shares of Common Stock
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.32%
14. TYPE OF REPORTING PERSON
*IN
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Item 1. Security and Issuer
The securities to which this Schedule 13D relates are the shares of common
stock, par value $.01 per share (the "Common Stock"), of Schick Technologies,
Inc. (the "Issuer"). The address of the Issuer's principal executive offices is
31-00 47 th Avenue, Long Island City, New York 11101.
Item 2. Identity and Background
(a-c) The person (the "Reporting Person") filing this statement is Allen
Schick. The Reporting Person's address is 1222 Woodside Parkway, Silver Spring,
Maryland 20910. The Reporting Person's principal occupation is serving as a
Professor at the University of Maryland, College Park, Maryland 20742 and as a
Director of the Issuer.
(d-e) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in his being subject to
a judgment, decree or final order enjoining future violation of, or prohibiting
or mandating activities subject to, federal or state securities laws or a
finding of any violation with respect to such laws.
(f) The Reporting Person is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable. The transaction giving rise to the filing of this Statement
did not involve the purchase of Common Stock by the Reporting Person.
Item 4. Purpose of the Transaction
The Issuer has entered into a Loan Agreement (the "Loan Agreement"), dated
as of December 27, 1999, by and between the Issuer and Greystone Funding
Corporation , a corporation organized under the laws of the Commonwealth of
Virginia ("Greystone"). The Loan Agreement provides for a credit facility up to
a maximum of $7.5 million (the "Line of Credit").
In consideration of Greystone's entering into this transaction, Schick
agreed to issue to Greystone or its designees warrants to purchase 3,000,000
shares of Common Stock at an exercise price of $0.75 per share. The Loan
Agreement also provides for Schick to issue to Greystone or its designees
warrants to purchase two shares of Common Stock for all advances under the
credit facility above $1,000,000.
In addition, the Issuer and Greystone entered into a Stock Purchase
Agreement (the "Stock Purchase Agreement"), pursuant to which Greystone
purchased from the Issuer shares of capital stock of Photobit Corporation
("Photobit") subject to a right of first refusal held by Photobit and its
founders.
Pursuant to the Stock Purchase Agreement, Schick agreed to issued to
Greystone or its designees warrants to purchase 2,000,000 shares of Common Stock
at an exercise price of $0.75 per share.
On December 27, 1999, Schick issued to Greystone warrants to purchase
2,850,000 shares of Common Stock pursuant to the Loan Agreement and warrants to
purchase 1,900,000 shares of Common Stock pursuant to the Stock Purchase
Agreement. Greystone directed Schick to issue to Jeffrey T. Slovin warrants to
purchase 150,000 shares that Greystone was due to receive pursuant to the Loan
Agreement and warrants to purchase 100,000 shares that it was due to receive
pursuant to the Purchase Agreement.
All warrants owned by Greystone and Mr. Slovin will be returned to Schick
in the event that its senior lender does not consent to the creation of a second
lien on certain of Schick's assets on or before February 15, 2000. In addition,
under certain circumstances Greystone may be required to return certain of its
warrants if it refused to make Advances under the line of credit.
The number of shares of the Issuer's Common Stock deliverable upon exercise
of the Warrants, and the exercise price thereof, are subject to adjustment as
provided in the Warrants.
In connection with, and as a condition to, the Loan Agreement, on December
27, 1999 the Reporting Person entered into a Stockholders' Agreement (the
"Stockholders Agreement")
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dated as of December 27, 1999 (which is FILED AS Exhibit 1 hereto) by and among
the Issuer, Greystone, the Reporting Person and David B. Schick, the Reporting
Person's son (David Schick, together with the Reporting Person, are collectively
referred to herein as the "Stockholders") pursuant to which, among other things,
(i) the Stockholders agree to vote shares of Common Stock they or family members
or certain affiliates own or which the Stockholders control (the "Stockholder
Shares") as necessary to cause the Issuer's Board of Directors (the "Board") to
consist of a minimum of six members or such other number as required by the Loan
Agreement; (ii) the Stockholders agree to vote the Stockholder Shares in favor
of the election or reelection of designees of Greystone for the number of seats
on the Board (initially two) as provided in the Loan Agreement; (iii) the
Stockholders agree to take action and vote to appoint a Greystone designee to
fill any vacancy on the Board by reason of the death, resignation or removal of
a Greystone designee; (iv) the Stockholders agree not to vote Stockholder Shares
to remove a Greystone designee from the Board; (v) each Stockholder who is a
director of the Issuer agrees, in his capacity as director (and subject to his
fiduciary duties), to cause Jeffrey Slovin to hold the office of President of
Issuer and to vote as provided in clauses (i) through (iv) above.
The Loan Agreement requires the Issuer to present at the next annual
stockholders' meeting, for a vote by the stockholders, a proposal to increase
the number of shares authorized under the Issuer's 1996 Employee Stock Option
Plan or establish a new stock option plan to authorize options to purchase an
additional 750,000 shares of Common Stock. The Stockholders have agreed to vote
all of their respective Stockholder Shares in favor of the stock option proposal
and in favor of a proposal to increase the number of the Issuer's authorized
shares.
In connection with the Loan Agreement, the Board of Directors of the Issuer
increased the size of the Board of Directors from three to five Directors. Two
individuals designated by Greystone (Jeffrey T. Slovin and Robert R. Barolak)
were then appointed by the Board of Directors to fill vacancies on the Board of
Directors. In addition, pursuant to the Loan Agreement, Greystone will be
permitted to designate additional directors to the Issuer's Board of Directors
based upon the dollar amount advanced to Schick under the Line of Credit. If
Greystone advances $6,000,000 or more, it will be entitled to appoint a majority
of the seats on the Board of Directors.
Except as described in this Item 4 and elsewhere in this Schedule 13D, the
Reporting Person does not have any plans or proposals (in his capacity as a
stockholder of the Issuer) which relate to or would result in: (a) the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the Board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) causing a class of
securities exchange or cease to be authorized to be quoted in an interdealer
quotation system of a registered national securities association; (i) a class of
equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act, as amended; or (j) any
action similar to those enumerated above.
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Item 5. Interest in Securities of the Issuer
(a) The Reporting Person beneficially owns 535,624 shares of Common Stock,
consisting of 488,324 shares owned jointly by the Reporting Person and his wife;
44,800 shares held by the Reporting Person as custodian for the minor children
of David B. Schick (of which the Reporting Person disclaims beneficial
ownership); and 2,500shares subject to stock options presently exercisable under
the Issuer's 1997 Directors Stock Option Plan. Such holdings constitute
beneficial ownership of approximately 5.32% of the outstanding shares of Common
Stock, based on the 10,059,384 shares outstanding as of the date hereof.
The Reporting Person, Greystone, David B. Schick and the Issuer are each
party to the Stockholders' Agreement. Within the meaning of Rule 13(d)(5) under
the Securities Exchange Act of 1934, as amended (the "Act"), the terms of the
Stockholders' Agreement could be deemed to provide for an agreement among the
parties thereto to act together for the purpose of voting and disposing of
equity securities of the Company. Accordingly, the parties thereto could be
deemed to be members of a "group" and could be deemed to be beneficial owners of
all of the securities held by such group. The Reporting Person denies the
existence of such a group and disclaims beneficial ownership of the securities
held by any person other than by the Reporting Person.
(b) The number of shares of Common Stock as to which the Reporting Person
may be deemed to (i) have sole power to vote or to direct the vote, (ii) shared
power to vote or to direct the vote, (iii) sole power to dispose or direct the
disposition, or (iv) shared power to dispose or direct the disposition is set
forth in the cover pages and such information is incorporated herein by
reference.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
To the best knowledge of the Reporting Person, except for the Stockholders'
Agreement and options referred to in Item 4 herein, there is no contract,
arrangement, understanding or relationship (legal or otherwise) between the
Reporting Person and any other person with respect to the Common Stock,
including but not limited to transfer or voting of the Common Stock, finder's
fees, joint ventures, loan or option arrangements, 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
1. Exhibit 1 Stockholders' Agreement, dated as of December 27, 1999, by and
among the Issuer, the Reporting Person, David B. Schick and Greystone Funding
Corporation.
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Signature
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement by or about the undersigned is true, complete and correct.
Date: January ____, 2000
------------------------------------
Allen Schick
STOCKHOLDERS' AGREEMENT
STOCKHOLDERS' AGREEMENT (this "Agreement") entered into on this 27th day of
December 1999, among and Schick Technologies, Inc., a Delaware Corporation
("Schick"), David Schick and Allen Schick (the "Stockholders") and Greystone
Funding Corporation ("Greystone").
W I T N E S S E T H:
WHEREAS, concurrently with the execution and delivery hereof, Schick
Technologies, Inc., a New York Corporation ("Schick New York") and Schick
(collectively, the "Debtors"), and Greystone are entering into a Loan Agreement
of even date herewith (the "Loan Agreement"), pursuant to which the Greystone
has agreed, subject to the terms and conditions thereof, to extend a line of
credit to the Debtors not to exceed $7,500,000 in principal amount outstanding
at any time, with all loans and advances thereunder (the "Advances") and
interest thereon to be evidenced by that certain line of credit promissory note
of the Debtors of even date herewith in such maximum principal amount payable to
the order of Greystone (the "Note"); and
WHEREAS, in order to induce Greystone to make the Advances pursuant to the
Loan Agreement and to be evidenced by the Note, the Debtors have agreed to take
all requisite corporate action to cause (i) a certain number of individuals
designated by Greystone (the "Greystone Designees") to be elected or reelected
to the Board of Directors of both Schick and Schick New York (the "Boards")
pursuant to the terms and conditions of the Loan Agreement, (ii) that such
Greystone Designees shall not be removed from the Boards, (iii) an individual
appointed by Greystone to be appointed to serve on the Compensation Committee
and the Audit Committee and (iv) to cause Jeffrey Slovin to be appointed to the
office of President of Schick and shall not vote to remove him from such
position;
WHEREAS, David Schick and Allen Schick each individually own certain shares
of Common Stock of Schick and Schick owns all of the shares of Common Stock of
Schick New York; and
WHEREAS, David Schick and Allen Schick are directors of Schick and Schick
New York.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
SECTION 1. Definitions. In addition to the terms defined elsewhere herein,
when used herein the following terms shall have the meanings indicated:
(a) "Affiliate" means with respect to the Stockholder, any Person who,
directly, or indirectly through one or more intermediaries, is in control
of, is controlled by, or is under common control with, the Stockholder.
(b) "Beneficially Owned" means Stock owned by a Stockholder, or an
Affiliate or Family Member of that Stockholder.
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(c) "Family Member" means a parent, child, descendant or sibling of
the Stockholder, the spouse of any of the foregoing or the Stockholder, or
the estate, any guardian, custodian, conservator or committee of, or any
trust for the benefit of, the Stockholder or any of the foregoing.
(d) "Stock" means shares of Schick or Schick New York Common Stock.
(e) Unless otherwise separately defined in this Agreement, all
capitalized terms when used herein, shall have the same meaning and
definition as is set forth in the Loan Agreement.
SECTION 2. Termination.
(a) This Agreement may be terminated by written consent of Greystone.
(b) This agreement will automatically be terminated when all
Obligations of Schick (whether now existing or hereafter arising) under the
Loan Agreement have been paid in full and the Debtors shall have no further
right to extension or funding under the Loan Agreement.
SECTION 3. Election of Directors and Officers; Authority of Officers.
(a) Number of Directors. Each of the Stockholders agrees to take all
such lawful action, including affirmatively voting the shares of Stock
Beneficially Owned or controlled by such Stockholder, as necessary to cause
the Board of Directors of both Schick and Schick New York to consist of
such number of directors as required in order to elect the Greystone
Designees required by the provisions of Section 5.14 of the Loan Agreement.
(b) Covenant to Vote. Each of the Stockholders shall vote all of the
shares of the Stock Beneficially Owned or controlled by such Stockholder
(i) at each annual or special meeting of the Corporation's stockholders
called for the purpose of electing Directors or (ii) by written consent (in
lieu of an annual or special meeting) of the Corporation's stockholders for
the purpose of electing directors, in favor of the election or reelection
of the Greystone Designees as provided for in Section 5.14 of the Loan
Agreement.
(c) Filling Vacancies. If at any time there shall exist a vacancy on
the Corporation's Board of Directors by reason of the death, resignation or
removal of any Greystone Designee, unless the Board of Directors appoints a
Greystone designee to fill such vacancy, the Stockholders agree to promptly
take all such lawful action as reasonably within their power to duly call
and convene a special meeting (or by written consent in lieu of a special
meeting) of the Corporation's stockholders as soon as reasonably
practicable to appoint a Greystone Designee to fill such vacancy, and
thereafter each of the Stockholders shall affirmatively vote their Stock to
duly elect such director.
(d) Removal of Greystone Designees. Each of the Stockholders agrees
not to vote the Shares of Stock Beneficially Owned or controlled by such
Stockholder to remove a Greystone Designee.
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(e) Officers. Each Stockholder, who is a director of the Debtors,
shall in his capacity as director (subject to his fiduciary duties to
Schick) cause the following persons to hold such office with each of the
Debtors as hereafter designated:
Jeffrey Slovin - President
(f) Each Stockholder, who is a director of one of the Debtors, shall
in his capacity as director (subject to his fiduciary duties to Schick) (i)
cause the board of directors of the Debtors to be expanded as provided in
Section 5.14 of the Loan Agreement; (ii) vote to elect or reelect Greystone
Designees as provided in Section 5.14 of the Loan Agreement; (iii) not vote
to remove a Greystone Designee from the Board of Directors; (iv) vote to
elect or reelect individuals appointed by Greystone to the audit committee
and compensation committee as provided in Section 5.14 of the Loan
Agreement; and (v) not vote to remove an individual appointed by Greystone
to the audit committee and compensation committee.
(g) Each of the Stockholders shall vote all of the shares of the Stock
Beneficially Owned or controlled by such Stockholder (i) at the next annual
or special meeting of the Corporation's stockholders called for the purpose
of increasing the number of Schick's authorized shares and/or increasing
the number of stock options authorized under Schick's Employee Stock Option
Plan, or (ii) by written consent (in lieu of an annual or special meeting)
of the Corporation's stockholders for the purpose of increasing the number
of Schick's authorized shares and/or increasing the number of stock options
authorized under Schick's Employee Stock Option Plan, in favor of
increasing the number of Schick's authorized shares and/or increasing the
number of stock options authorized under Schick's Employee Stock Option
Plan.
SECTION 4. Severability: Governing Law. If any provision of this Agreement
shall be determined to be illegal and unenforceable by any court of law, the
remaining provisions shall be severable and enforceable in accordance with their
terms. To the extent a provision in this Agreement is unenforceable as to time,
duration or geographic scope, the parties hereby stipulate that such court of
law is authorized to reduce such scope and enforce said provision to the fullest
extent permitted by law. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New York, applicable to
instruments made and performed entirely in such state.
SECTION 5. Benefits of Agreement. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and
permitted assigns, legal representatives and heirs and this Agreement does not
create, and shall not be construed as creating, any rights enforceable by any
other Person.
SECTION 6. Notices. All notices and communications to be given or to
otherwise be made to any party to this Agreement shall be deemed to be
sufficient if contained in a written instrument delivered in person or duly sent
by first class registered or certified mail or by a recognized national courier
service, postage or charges prepaid, addressed to such party at such address as
appears above or on the stock books of the Corporation or such other address as
may be designated in writing by the addressee to the addressor. All such notices
and communications shall be deemed to have been received: (i) in the case of
personal delivery, on the date of such delivery, (ii) in the case of mailing, on
the fifth business day following such mailing, or (iii) in
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the case of delivery by a courier service, on the date of confirmation of
delivery of such notice, except notices of change of address which shall be
effective upon receipt.
SECTION 7. Modification. Except as otherwise provided herein, neither this
Agreement nor any provision hereof can be modified, changed, discharged or
terminated except by an instrument in writing signed by Greystone and each of
the Stockholders.
SECTION 8. Captions and References to Sections. The captions herein are
inserted for convenience only and shall not define, limit, extend or describe
the scope of this Agreement or affect the construction hereof. Sections
mentioned by number only are the respective sections of this Agreement.
SECTION 9. Availability of Equitable Remedies. Greystone and the
Stockholders acknowledge that a breach of the provisions of this Agreement will
not be adequately compensated by money damages. Accordingly, any party shall be
entitled, in addition to any other right or remedy available to it, to an
injunction restraining such breach or a threatened breach and to specific
performance of any such provision of this Agreement, and in either case no bond
or other security shall be required in connection therewith, and the parties
hereby consent to such injunction and to the ordering of specific performance.
SECTION 10. Entire Agreement. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all existing agreements among them concerning such subject matter.
SECTION 11. Waiver. Any waiver by any party of a breach of any provision of
this Agreement shall not operate as or be construed to be a waiver of any other
breach of that provision or of any breach of any other provision of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this Agreement on one or more occasions shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be evidenced by a
writing signed by the party against whom the waiver is sought to be enforced.
SECTION 12. Pronouns. Any masculine personal pronoun shall be considered to
mean the corresponding feminine or neuter personal pronoun, and vice versa, as
the context requires.
SECTION 13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same instrument. This Agreement
shall become effective and binding upon each proposed party hereto upon the
execution and delivery of a counterpart hereof by such party.
SECTION 14. Sale of Stock. Nothing herein shall act to prohibit or prevent
the Stockholders from transferring, by sale, gift, bequest or in any other
manner, any or all of the Stock Beneficially Owned or controlled by such
Stockholder. Notwithstanding the foregoing, however, the Stockholder may not
transfer any of such Stock to a Director, Officer or 10% shareholder of Schick
or to an Affiliate or Family Member of such Stockholder unless said transferee
has agreed, in writing, to be bound by the applicable terms of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
GREYSTONE FUNDING CORPORATION
By:
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Name:
Title:
SCHICK TECHNOLOGIES, INC., a
Delaware Corporation
By:
-------------------------------------
Name:
Title:
----------------------------------------
David Schick
----------------------------------------
Allen Schick
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Exhibit A
Stockholder Names Number of Shares, $.01 Par Value,
and Addresses Common Stock Owned of Schick
Technologies Inc., a Delaware
Corporation
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David Schick,
137-40 75th Road 2,183,300
Flushing, N.Y. 11367
Allen Schick, 1222 Woodside 488,324
Parkway, Silver Spring, MD
20910
Stockholder Names Number of Shares, $.01 Par Value,
and Addresses Common Stock Owned
of Schick Technologies Inc.,
a New York Corporation
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Schick Technologies, Inc. 100
31-00 47th Avenue
Long Island City, N.Y. 11101
