SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SCHICK TECHNOLOGIES, INC.
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
806683108
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(CUSIP NUMBER)
MICHAEL LEHR, ESQ.
GREENBERG TRAURIG
2005 MARKET STREET
PHILADELPHIA, PA 19103
215-988-7800
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
SEPTEMBER 5, 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 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 [ ].
(Continued on following pages)
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CUSIP No.806683108 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GREYSTONE FUNDING CORPORATION
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
VIRGINIA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 4,802,500 SHARES
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,802,500 SHARES
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,802,500 SHARES
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
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CUSIP No.806683108 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEPHEN ROSENBERG
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
AF
________________________________________________________________________________
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 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 4,802,500 SHARES
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
4,802,500 SHARES
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,802,500 SHARES
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
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This Schedule 13D is being filed on behalf of Greystone Funding
Corporation, a Virginia corporation ("Greystone") and Stephen Rosenberg with
respect to warrants to purchase common stock, par value $0.01 per share ("Common
Stock"), of Schick Technologies, Inc., a Delaware corporation ("Schick"). Unless
otherwise defined herein, all capitalized terms used herein shall have the
meanings ascribed to them in the Loan Agreement (the "Loan Agreement") entered
into as of December 27, 1999 by and between Greystone, Schick and Schick
Technologies, Inc., a New York corporation, as amended.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.01 per
share of Schick. The principal offices of Schick are located at 31-00 47th
Avenue, Long Island City, New York 11101.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Greystone and Stephen Rosenberg
(collectively, the "Reporting Persons").
(b) The business address of Mr. Rosenberg is 152 West 57th Street,
60th Floor, New York, NY 10019 and of Greystone is 98
Alexandria Pike, Warrenton, VA 20186-2849.
(c) Mr. Rosenberg's present principal occupation involves
investing in real estate individually and through investment
vehicles. Greystone Funding Corporation invests primarily in
real estate related transactions.
(d) During the past five years, neither of the Reporting Persons
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons
was 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.
(f) Mr. Rosenberg is a citizen of the United States of
America. Greystone was organized under the laws of the
Commonwealth of Virginia.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 27, 1999, Greystone and Schick entered into the Loan
Agreement, which provides for the establishment of a line of credit of up
to a maximum of $7,500,000 (the "Line of Credit") by Greystone for the
benefit of Schick.
On December 27, 1999, Schick and Greystone also entered in a Stock
Purchase Agreement (the "Purchase Agreement"), pursuant to which Greystone
purchased from Schick shares of Photobit Corporation ("Photobit") subject
to a right of first refusal held by Photobit and its founders. Pursuant to
the Purchase Agreement, Schick agreed to issue to Greystone or its
designees warrants to purchase 2,000,000 shares of Common Stock at an
exercise price of $0.75 per share.
Stephen Rosenberg owns all of the capital stock of Greystone Funding
Corporation and serves as its sole director.
On March 17, 2000, Schick and Greystone entered into an Amended and
Restated Loan Agreement effective as of December 27, 1999 (the "Amended Loan
Agreement"). The $1 million cash payment made by Greystone to Schick pursuant to
the Purchase Agreement was converted as of December 27, 1999 into an initial
advance of $1 million under the Amended Loan Agreement and the Photobit Stock
and warrants were returned to Schick. Pursuant to the Amended Loan Agreement and
to induce Greystone to enter into said Agreement, Schick issued warrants to
Greystone and its designees, consisting of those warrants previously issued
under the Loan Agreement and the Purchase Agreement, to purchase 5,000,0000
shares, of Schick's Common Stock at an exercise price of $0.75 per share,
exercisable at any time after December 27, 1999. Under the Amended Loan
Agreement, Schick also issued to Greystone or its designees warrants (the
"Additional Warrants") to purchase an additional 13,000,000 shares of common
stock, which Additional Warrants will vest and be exercisable at a rate of two
shares of Common Stock for each dollar advanced under the Amended Loan Agreement
in excess of the initial draw of $1 million. Any Additional Warrants which do
not vest prior to the expiration or surrender of the line of credit, will be
forfeited and canceled. In connection with the Greystone secured credit
facility, effective as of February 15, 2000, DVI Financial Services, Inc.
("DVI") consented to Schick's grant to Greystone of a second priority lien
encumbering Schick's assets, under and subject in priority and right of payment
to all liens granted by Schick to DVI. To date, no additional funds have been
advanced under the Amended Loan Agreement in excess of the initial draw of $1
million.
Greystone directed Schick to issue to Jeffrey Slovin warrants to
purchase 750,000 shares that Greystone was due to receive. Furthermore,
Greystone has agreed to transfer additional warrants to Mr. Slovin based
on the profitability of the transactions with Schick. However, there are
no contracts arrangements, understanding or relationships (legal or
otherwise) that will require Mr. Slovin to return these warrants to
Greystone.
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Effective August 28, 2000, pursuant to the Purchase and Sale
Agreement attached hereto as Exhibit B DVI sold all its rights, title and
interest in, to, and under the Warrants to purchase 650,000 shares of
common stock and notes payable by Schick to DVI in the principal amount of
$6,596,189 (the "Notes") to Greystone. By letter dated October 11, 2000,
DVI directed the Company to make all remaining payments due under the
Notes directly to Greystone.
ITEM 4. PURPOSE OF TRANSACTION.
The warrants were assigned to Greystone to induce it to enter into
an agreement to purchase DVI's loan.
In connection with the Loan Agreement, the Board of Directors of
Schick increased the size of its 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, Greystone will have the
right to designate additional members of the Board of Directors based on
the amount of advances provided to Schick under the Line of Credit. If
Greystone advances more than $6,000,000, it will be entitled to appoint a
majority of the seats on the Board of Directors.
Greystone has granted an option to one of its consultants, to
purchase up to 210,000 of its warrants to purchase Schick's common stock.
Such option can be terminated by Greystone in full or in part based on
specific levels of such consultant's performance for Greystone.
Except as described above and in Item 3, the Reporting Persons do
not presently have any plan or proposal that relates to or would result
in:
(a) the acquisition by any person of additional securities of
Schick, or the disposition of securities of Schick;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Schick or any of
its subsidiaries;
(c) a sale or transfer of a material amount of assets of Schick
or any of its subsidiaries;
(d) any change in the present Board of Directors or management of
Schick, including any plans or proposals to change the number
of term of directors or to fill any existing vacancies on the
board;
(e) any material change in the present capitalization or
dividend policy of Schick;
(f) any other material change in Schick's business or corporate
structure;
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(g) changes in Schick's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of Schick by any person;
(h) causing a class of securities of Schick to be delisted from a
national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) a class of equity securities of Schick becoming eligible
for termination of registration pursuant to Section
12(g)(4) of the Exchange Act; or
(j) any action similar to any of those enumerated in (a)-(i)
above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, Greystone is the registered holder
of warrants to purchase 4,802,500 shares of Schick's Common
Stock, which by their terms were exercisable as of December
27, 1999. Such shares of common stock represent
approximately 32.1% of Schick's Common Stock outstanding.
Mr. Rosenberg may be deemed to own beneficially all Common
Stock owned by Greystone by virtue of his ownership of 100%
of the outstanding voting securities of Greystone.
(b) Mr. Rosenberg shares with Greystone the power to cast or
direct the casting of votes on 4,802,500 shares of Schick's
Common Stock and shares the power to dispose or direct the
disposition of such shares. Such shares of common stock then
represented approximately 32.1% of Schick's Common Stock
outstanding.
(c) Except for the transactions referred to in Items 3 and 4
above, there have not been any transactions with respect to
Schick's Common Stock within 60 days prior to the date of this
Schedule 13D by any of the Reporting Persons referred to
herein or at any other time thereafter.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from or the proceeds
from the sale of such shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
As of the date hereof, to the best knowledge of the Reporting
Persons, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among
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the Reporting Persons or between the Reporting Persons and any other
person with respect to any securities of Schick, except as disclosed in
Items 3 and 4 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Amended and Restated Loan Agreement, effective as of
December 27, 1999, by and between Schick Technologies,
Inc., a Delaware corporation, Schick Technologies, Inc., a
New York corporation (collectively referred to as
"Schick"), and Greystone Funding Corporation, a Virginia
corporation.
Exhibit B Purchase and Sale Agreement, effective August 28, 2000, by
and between Greystone Funding Corporation and DVI Financial
Services, Inc.
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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.
November 30, 2000
/s/ Stephen Rosenberg
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Stephen Rosenberg
Greystone Funding Corporation
By:/s/ Stephen Rosenberg
-----------------------------------
Name: Stephen Rosenberg
Title: President
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INDEX OF EXHIBITS
Exhibit 99.1 Amended and Restated Loan Agreement, effective as of
December 27, 1999, by and between Schick Technologies,
Inc., a Delaware corporation, Schick Technologies, Inc., a
New York corporation (collectively referred to as
"Schick"), and Greystone Funding Corporation, a Virginia
corporation.
Exhibit 99.2 Purchase and Sale Agreement, effective August 28, 2000, by
and between Greystone Funding Corporation and DVI Financial
Services, Inc.
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