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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HUMASCAN INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of class of securities)
444882104
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(CUSIP Number)
David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016-2097
Telephone: (212) 818-8800
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Name, address and telephone number of persons authorized to
receive notices and communications)
August 29, 1996
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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(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |X|.
(A fee is not required only if the Reporting Person: (1) has a
previous statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent or
less of such class.) (See Rule 13d-7).
Note: A copy of this statement, including all exhibits, has been filed with the
Commission electronically. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
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).
Page 1 of 5 Pages
There are no Exhibits
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
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CUSIP No. 444882104 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald B. Brounstein
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 897,000 Shares
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,000 Shares
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 897,000 Shares
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,000 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
897,000 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Excludes 16,000 and 1,000 shares owned by reporting person's wife
and son, respectively.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP No. 444882104 Page 3 of 5 Pages
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Item Security and Issuer
The class of equity securities to which this Schedule relates
is the common stock, $.01 par value (the "Common Stock"), of HumaScan Inc. (the
"Issuer"), a Delaware corporation, whose principal executive offices are located
at 514 Centennial Avenue, Cranford, New Jersey 07016.
The percentage of beneficial ownership reflected in this
Schedule is based upon 7,792,313 shares of Common Stock outstanding on August
19, 1996, which number has been obtained directly from the Issuer and includes
an aggregate of 72,000 shares of Common Stock which underlie convertible
securities owned by the person on whose behalf this Schedule is being filed.
Item Identity and Background
(a) Name: This Schedule is being filed on behalf of Donald B.
Brounstein ("Brounstein").
(b) Business Address: Brounstein has a business address of c/o
HumaScan Inc., 514 Centennial Avenue, Cranford, New Jersey 07016.
(c) Principal Business: Brounstein is the President, Chief
Executive Officer and a Director of the Issuer. Brounstein devotes all of his
time to the Issuer. The Issuer manufactures and markets a breast thermal
activity indicator, the indicator is an adjunct test for breast disease.
(d) During the last five years, Brounstein has not been convicted
in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Brounstein has not been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in any judgment, decree or final order against him
enjoining him from engaging in 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) Brounstein is a citizen of the United States.
Item Source and Amounts of Funds or Other Consideration
Brounstein used personal funds of $102,000 to purchase 17,000
shares of the Issuer's Common Stock described below in Item 5(c).
Brounstein acquired 75,000 shares of the Issuer's Common Stock
in August 1996 upon conversion of 75,000 shares of Series A Preferred Stock of
the Issuer owned by Brounstein as described below in Item 5(c). Brounstein
purchased the Series A Preferred Stock as part of Units in connection with the
Issuer's May 1996 Private Placement. As consideration
<PAGE>
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CUSIP No. 444882104 Page 4 of 5 Pages
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for the Units, Brounstein surrendered $40,000 of a bridge note owed to him by
the Issuer and forgave $34,000 in principal amount of a loan extended by
Brounstein to the Issuer in 1995.
Item Purpose of Transactions
Brounstein's wife, Ellen Brounstein, and son, Alexander
Brounstein, have acquired the securities specified in Item 5(c) of this Schedule
13D for investment purposes. Brounstein may acquire or dispose of additional
shares of the Issuer, but does not presently intend to do so, although this
intention may change depending upon market conditions. Brounstein has no present
plans which relate to or would result in: an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; a sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries; 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; any material change in the present capitalization or dividend policy of
the Issuer; any other material change in the Issuer's business or corporate
structure; changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person; causing a class of securities of the Issuer 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; causing a class of equity securities of the Issuer to become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities and Exchange Act of 1934; or any action similar to the above.
Item Interest in Securities of the Issuer
(a) Brounstein beneficially owns 897,000 shares of Common
Stock, including 72,000 shares underlying convertible securities. Such shares,
including the shares underlying convertible securities owned by Brounstein,
represent 11.5% of the Issuer's outstanding shares of Common Stock. In addition,
Brounstein's wife Ellen Brounstein and son Alexander Brounstein own 16,000 and
1,000 shares, respectively, of the Issuer's Common Stock. Brounstein does not
have any voting or dispositive power and disclaims any beneficial ownership with
respect to such shares, although he may be deemed to have beneficial ownership
of such shares due to the nature of the relationship of such shareholders to
himself, in which case he would be deemed to own 11.7% of the outstanding shares
of the Issuer's Common Stock.
(b) Brounstein has sole voting and dispositive power with
respect to the 897,000 shares of Common Stock and disclaims the right to direct
the vote and to dispose of the 16,000 shares owned by his wife Ellen Brounstein
and the 1,000 shares of Common Stock owned by his son Alexander Brounstein.
Ellen Brounstein has sole voting and dispositive power with respect to 16,000
shares and Alexander Brounstein has sole voting and dispositive power with
respect to the 1,000 shares described in Item 5(a).
(c) Brounstein purchased an aggregate of 17,000 shares of the
Issuer's Common Stock in the Issuer's initial public offering (consisting of the
1,000 shares purchased by his son Alexander Brounstein and 16,000 shares
purchased for his wife Ellen Brounstein) for an aggregate
purchase price of $102,000. Brounstein received an additional 75,000 shares of
common stock in August 1996 upon conversion of Series A Preferred Stock owned by
him. Brounstein purchased the Series A Preferred Stock as part of Units he
purchased in connection with the Issuer's May 1996 private placement. Upon
consummation of the Issuer's initial public offering (August 29, 1996), each
share of Series A Preferred Stock automatically converted into one share of the
Issuer's Common Stock. Accordingly, on August 29, 1996, Brounstein's 75,000
shares of Series A Preferred Stock automatically converted into 75,000 shares of
the Issuer's Common Stock.
<PAGE>
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CUSIP No. 444882104 Page 5 of 5 Pages
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(d) Brounstein's son, Alexander Brounstein, has the right to
receive and the power to direct the receipt of dividends from, or the proceeds
from the sale of, the 1,000 shares of Common Stock referenced in 5(a).
Brounstein's wife, Ellen Brounstein, has the right to receive and the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
16,000 shares of Common Stock referred to in 5(a).
(e) Not applicable.
Item Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer
Alexander Brounstein, the son of Brounstein, owns 1,000 shares
of the Issuer's Common Stock as referenced in 5(a). Alexander is 18 years old,
resides at home, but has recently commenced attending college as an on-campus
student. There are no formal arrangements, contracts or understandings between
Alexander Brounstein and Brounstein with respect to the 1,000 shares of Common
Stock and none between Brounstein and his wife, Ellen Brounstein, with respect
to the 16,000 shares.
Item Material to be Filed as Exhibits
None
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: August 28, 1996
/s/ Donald B. Brounstein
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Donald B. Brounstein
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CUSIP No. 444882104 Page 5 of 5 Pages
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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.
Dated: August 28, 1996
-----------------------
Donald B. Brounstein
<PAGE>
