UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
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)
Morris C. Brown, Esq.
Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A.
777 S. Flagler Drive, Suite 310 East
West Palm Beach, FL 33401
(561) 650-7900
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 1, 1998
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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 ss.ss.240.13-d-1(e), 240.13d-1(f) or 24013.d-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 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filed 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 (the "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 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Donald B. Brounstein
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 855,400
- ------ -------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 855,400
- ---- -------
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
855,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (
(See Instructions)
|X| - Excludes 16,000 and 1,000 shares owned by the reporting person's
wife and son.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
--
<PAGE>
Schedule 13D
CUSIP NO: 444882104
ITEM 1: 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 7,861,070 shares of Common Stock outstanding on June 10, 1998, which
number has been obtained directly from the Issuer's 1998 Proxy Statement 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 2: IDENTITY AND BACKGROUND:
Name: This Schedule is being filed on behalf of Donald B. Brounstein
(Brounstein").
Residence Address: 129 Hillcrest Avenue, Summit, New Jersey 07901.
Principal Business: Brounstein resigned as President and Chief
Executive Officer of the Issuer on or about May 8, 1998, and resigned from the
Board of Directors on or about June 22, 1998.
During the last five years, Brounstein has not been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors).
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.
Brounstein is a citizen of the United States.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not Applicable
ITEM 4: PURPOSE OF TRANSACTION
Brounstein resigned as President and Chief Executive Officer of the
Issuer on or about May 8, 1998 and resigned from the Board of Directors on or
about June 22, 1998.
The purpose of Brounstein's sale of 41,600 shares of the Issuer's
common stock on July 1, 1998 was to dispose of those shares. Brounstein
currently intends to dispose of an additional 234,750 shares of the Issuer's
common stock over a period of time, subject to the limitations of the securities
laws.
<PAGE>
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
a) Brounstein beneficially owns 855,400 shares of Common Stock,
including 72,000 shares underlying convertible securities. Such shares,
including the shares underlying convertible securities owned by Brounstein,
represent 10.9% 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 11.1% of the outstanding shares
of the Issuer's Common Stock.
b) Brounstein has sole voting and dispositive power with respect to the
855,400 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.
c) On July 1, 1998, Brounstein sold an aggregate of 41,600 shares of
the Issuer's Common Stock for an aggregate sale price of $106,118, through Whale
Securities Co., L.P. The 41,600 shares were sold in five lots as follows: 10,000
shares for $2.4712 per share; 8,800 shares for $2.4375 per share; 7,000 shares
for $2.5000 per share, 11,800 shares for $2.7200 per share; and 9,000 shares at
$2.5900 per share.
d) Not Applicable.
e) Not Applicable.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7: 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.
Date: July 8, 1998
/S/ DONALD B. BROUNSTEIN
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Signature
DONALD B. BROUNSTEIN
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Name/Title
<PAGE>
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
this statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name an any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
