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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Prolong International Corporation
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
743409-10-4
(CUSIP Number)
Elton Alderman
Prolong International Corporation
6 Thomas
Irvine, California 92618
(949) 587-2700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Copies to:
Marc G. Alcser, Esq.
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite, 1600
Newport Beach, California 92660
Telephone: (949) 725-4000
June 15, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed 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. [X]
* The remainder of this cover page shall be filled 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 purposes 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).
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SCHEDULE 13D
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CUSIP No. 743409-10-4 Page 2 of 4 Pages
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elton Alderman
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF
5,696,600
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
5,696,600
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,696,600
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
20.0%
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TYPE OF REPORTING PERSON
14
IN
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ITEM 1. Security and Issuer.
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This Statement relates to the common stock, par value $0.001 per share
(the "Common Stock"), of Prolong International Corporation, a Nevada corporation
(the "Company"), including the Common Stock issuable upon the exercise of
outstanding options beneficially owned by the Reporting Person (as defined in
Item 2 below). In accordance with Rule 13d-3(d)(1)(i) promulgated under the
Securities Act of 1933, as amended, the shares of Common Stock issuable upon the
exercise of the options have been treated, for the purposes of this filing, as
Common Stock beneficially owned by the Reporting Person (as defined in Item 2
below).
The Company's principal executive offices are located at 6 Thomas,
Irvine, California 92618.
ITEM 2. Identity and Background.
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This statement is filed by Elton Alderman ("Alderman" or the
"Reporting Person"). Alderman is a natural person and a citizen of the United
States. Alderman's business address is c/o Prolong International Corporation, 6
Thomas, Irvine, California 92618.
See Item 6, "Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer," below for a description of the
Reporting Person's relationships with the Company.
The Reporting Person has not, during the last five (5) years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been 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 violations with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
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On June 15, 2000, Alderman entered into an Option Agreement (the
"Option Agreement") pursuant to which he has the right to acquire an aggregate
of 1,500,000 shares of the Company's Common Stock at a purchase price of $1.00
per share, or $1,500,000 in the aggregate (the "Option"). Alderman paid $1,500
in personal funds for the Option. The Option is immediately exercisable and
expires on December 31, 2004. A copy of the Option Agreement is filed herewith
as Exhibit 1 and is incorporated herein by this reference.
ITEM 4. Purpose of Transaction.
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Alderman acquired the Option for Common Stock for investment purposes.
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ITEM 5. Interest in Securities of the Issuer.
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(a) and (b) Assuming the exercise of the Option, the information required
by paragraphs (a) and (b) of this Item 5 is set forth in Items 7-13 of the cover
page to this Schedule 13D, which information is incorporated herein by this
reference.
(c) Alderman has not effected any transactions in the Common Stock of the
Issuer in the past sixty (60) days other than the acquisition of the Option
referenced in Item 3.
(d) Inapplicable.
(e) Inapplicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer.
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The Reporting Person is an officer, director and stockholder of the
Company.
ITEM 7. Materials to be Filed as Exhibits.
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Exhibit 1 Option Agreement dated June 15, 2000 by and between Carol Auld
and Elton Alderman.
SIGNATURE
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After reasonable inquiry and to the best of such person's knowledge
and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: June 23, 2000
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/s/ Elton Alderman
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Elton Alderman
