UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
HumaScan Inc.
-------------
(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
444882104
---------
(CUSIP Number)
Morris C. Brown, Esq.
Greenberg Traurig, P.A.
777 S. Flagler Drive, Suite 300 East
West Palm Beach, FL 33401
(561) 650-7900
--------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 25, 1998
-----------------
(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>
Schedule 13D Page 2 of 5
CUSIP NO: 444882104
- -------- -----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Donald B. Brounstein
- -------- -----------------------------------------------------------------------
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
- -------- -----------------------------------------------------------------------
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
- -------- -----------------------------------------------------------------------
7 SOLE VOTING POWER
172,000
NUMBER OF ------- ----------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING
PERSON ------- ----------------------------------------------------
WITH
9 SOLE DISPOSITIVE POWER
172,000
------- ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
172,000
- -------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|X| - Excludes 1,000 shares owned by the reporting person's son.
- -------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- -------- -----------------------------------------------------------------------
<PAGE>
Schedule 13D Page 3 of 5
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 7,789,070 shares of Common Stock outstanding on September 30, 1998,
which number has been obtained directly from the Issuer's Form 10-Q for the
quarterly period ended September 30, 1998 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 725,000 shares of the Issuer's
common stock, including 41,600 shares previously reported on Brounstein's
Schedule 13D dated July 8, 1998, and 205,300 shares previously reported on
Brounstein's Schedule 13D dated August 7, 1998, was to dispose of those shares.
Brounstein currently intends to dispose of additional shares of the Issuer's
common stock over a period of time, subject to the limitations of the securities
laws.
<PAGE>
Schedule 13D Page 4 of 5
CUSIP NO: 444882104
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
a) Brounstein beneficially owns 172,000 shares of Common Stock,
including 72,000 shares underlying convertible securities. Such shares,
including the shares underlying convertible securities owned by Brounstein,
represent 2.2% of the Issuer's outstanding shares of Common Stock. In addition,
Brounstein's son Alexander Brounstein owns 1,000 shares, 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 shareholder to himself, in which case he would still be
deemed to own 2.2% of the outstanding shares of the Issuer's Common Stock.
b) Brounstein has sole voting and dispositive power with respect to the
172,000 shares of Common Stock and disclaims the right to direct the vote and to
dispose of the 1,000 shares of Common Stock owned by his son Alexander
Brounstein. Alexander Brounstein has sole voting and dispositive power with
respect to the 1,000 shares.
c) As previously reported on Brounstein's Schedule 13D dated July 8,
1998, and Brounstein's Schedule 13D dated August 7, 1998, during the period June
30, 1998 through August 7, 1998, Brounstein sold an aggregate of 246,900 shares
of the Issuer's Common Stock for an aggregate sale price of $441,559, through
Whale Securities Co., L.P. The 246,900 shares were sold in twenty-seven lots as
follows: 11,800 shares at $2.72 per share; 4,000 shares for $2.59 per share;
10,000 shares for $2.4712 per share; 8,800 shares for $2.4375 per share; 7,000
shares for $2.50 per share; 10,000 shares for $1.965 per share; 10,000 shares
for $1.96875 per share; 10,000 shares for $1.965 per share; 6,000 shares for
$2.0275 per share; 8,000 shares for $2.0275 per share; 10,000 shares for $1.9025
per share; 5,000 shares for $1.9337 per share; 5,000 shares for $1.60 per share;
5,000 shares for $1.46875 per share; 22,000 shares for $1.4375 per share; 8,000
shares for $1.4375 per share; 7,500 shares for $1.465 per share; 6,500 shares
for $1.3125 per share; 10,000 shares for $1.4676 per share; 15,000 shares for
$1.49 per share; 12,500 shares for $1.52 per share; 19,000 shares for $1.465 per
share; 2,000 shares for $1.595 per share; 18,800 shares for $1,595 per share;
7,000 shares for $1.75 per share; 5,000 shares for $1.61 per share; and 3,000
shares for $1.35 per share.
During the period August 8, 1998 through December 9, 1998, Brounstein
sold an aggregate of 478,100 shares of the Issuer's Common Stock for an
aggregate sale price of $93,290, through Whale Securities Co., L.P. The 478,100
shares were sold in fourteen lots as follows: 7,500 shares for $1.51 per share;
3,500 shares for $0.46 per share; 18,450 shares for $0.40 per share; 8,000
shares for $0.1725 per share; 100,000 shares for $0.212 per share; 40,000 shares
for $0.212 per share; 50,000 shares for $0.1816 per share; 25,000 shares for
$0.175 per share; 22,000 shares for $0.20 per share; 15,000 shares for $0.147
per share; 36,000 shares for $0.115 per share; 88,500 shares for $0.115 per
share; 41,000 shares for $0.1175 per share; and 23,150 shares for $0.1175 per
share.
d) Not Applicable.
e) Not Applicable.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
<PAGE>
Schedule 13D Page 5 of 5
CUSIP NO: 444882104
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.
December 9, 1998
Date
/S/ DONALD B. BROUNSTEIN
- ------------------------
Signature
DONALD B. BROUNSTEIN
- ------------------------
Name/Title
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)
