FORM 3
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of
1934, Section 17(a) of the Public Utility Holding Company Act
of 1935 or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
Lancer Partners, Limited Partnership
(Last) (First) (Middle)
475 Steamboat Road
(Street)
Greenwich Connecticut 06830
(City) (State) (Zip)
2. Date of Event Re-
quiring Statement
(Month/Day/Year)
02/07/00
3. IRS or Social Se-
curity Number of Reporting Person
(Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Manhattan Scientifics, Inc. (Pink Sheets - "MHTX")
5. Relationship of Reporting Person to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give _____ Other (specify
title below) below)
6. If Amendment, Date of Original
(Month/Day/Year)
7. Individual or Joint/Group Filing (check applicable line)
Form filed by One Reporting Person
---
X
--- Form filed by more than One Reporting Person
<PAGE>
<TABLE>
<CAPTION> Table 1 - Non-Derivative Securities Beneficially Owned
2. Amount of Securities 3. Ownership Form: Direct 4. Nature of Indirect
1. Title of Security Beneficially Owned (D) or Indirect (I) Beneficial Ownership
(Instr. 4) (Instr. 4) (Instr. 5) (Instr. 4)
<S> <C> <C> <C>
Common Stock 12,000,000 D Lancer Partners,
Limited Partnership
Common Stock 2,245,512 I Michael Lauer
Common Stock 31,150,000(1) I Lancer Offshore, Inc.
Common Stock 500,000 I The Orbiter Fund, Ltd.
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one Reporting Person,
see Instruction 5(b)(v).
(1) 3,000,000 shares were previously acquired from Lancer Voyager Fund.
Page 1 of 4
</TABLE>
<PAGE>
<TABLE>
<CAPTION> Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative 2. Date Exercisable and 3. Title and Amount of 5. Ownership
Security (Instr. 4) Expiration Date Securities Underlying Form of Deri-
- ----------------------- (Month/Day/Year) Derivative Security vative Sec- 6. Nature of
____________________ (Instr. 4) 4. Conversion or urity: Dir- Indirect
------------------------ Exercise Price ect (D) or In Beneficial
Date Exer- Expiration Amount or Number of Derivative Direct (I) Ownership
cisable Date Title of Shares Security(5) (Instr. 5) (Instr. 5)
---------- ---------- ------- ---------------- --------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Warrants (Right to Buy) 7/28/98 7/28/08 Common 10,000,000 $0.05 D Lancer Partners,
Stock Limited Partnership
Explanation of Responses:
* See p. 3 of 4
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). See page 4 of 4 04/13/00
---------------------------- -------------
**Signature of Reporting Person Date
Note: File three copies of this form, one of which must be manually signed. If space provided is insufficient,
See Instruction 6 for procedure.
Page 2 of 4
</TABLE>
<PAGE>
Designated Filer: Lancer Partners, Limited Partnership
Date of Event: 02/07/00
Issuer Name and Symbol: Manhattan Scientifics, Inc.
- -----------------------------------------------------------------------------
This Form 3 is filed by Lancer Partners, Limited Partnership
("Lancer Partners"), Michael Lauer ("Lauer"), Lancer Offshore, Inc. ("Lancer
Offshore") and The Orbiter Fund, Ltd. ("Orbiter") (collectively the
"Members"). The principal business address of each of Lauer and Lancer
Partners is 475 Steamboat Road, Greenwich, CT 06830. Lancer Management Group
II, LLC, a Connecticut limited liability company ("LMG II"), serves as the
sole general partner of Lancer Partners. Lauer is the sole manager and
principal member of LMG II and he controls all of its operations and
activities and, as such, Lauer has full voting and dispositive power with
respect to all of the securities owned by Lancer Partners. The principal
business address of each of Lancer Offshore and Orbiter is c/o CITCO Fund
Services (Curacao) N.V., Kaya Flamboyan 9, P.O. Box 812, Curacao, Netherlands
Antilles. Lancer Management Group, LLC, a Connecticut limited liability
company ("LMG"), serves as a sole investment manager of Lancer Offshore and
Orbiter. Lauer is the sole manager and principal owner of LMG and he
controls all of its operations and activities and as such, has full voting
and dispositive power with respect to all of the securities owned by Lancer
Offshore and Orbiter.
Set forth below are the names of the Members and the amount of
securities beneficially owned (all ownership is direct):
Amount of Securities Number of Warrants
Name of Member Beneficially Owned Beneficially Owned
-------------- ------------------ ------------------
Lancer Partners 12,000,000 10,000,000
Lauer 2,245,512 0
Lancer Offshore 31,150,000 0
Orbiter 500,000 0
---------- ----------
Total 45,895,512 10,000,000
========== ==========
Page 3 of 4
<PAGE>
Designated Filer: Lancer Partners, Limited Partnership
Date of Event: 02/07/00
Issuer Name and Symbol: Manahattan Scientifics, Inc.
_____________________________________________________________________________
SIGNATURES
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: April 13, 2000
LANCER PARTNERS, LIMITED PARTNERSHIP
By: Lancer Management Group II, LLC,
General Partner
By: /s/ Michael Lauer
-----------------------
Name: Michael Lauer
Title: Manager
/s/ Michael Lauer
----------------------------
MICHAEL LAUER
LANCER OFFSHORE, INC.
By: Lancer Management Group, LLC
Investment Manager
By: /s/ Michael Lauer
-----------------------
Michael Lauer, Manager
THE ORBITER FUND, LTD.
By: Lancer Management Group, LLC
Investment Manager
By: /s/ Michael Lauer
-----------------------
Michael Lauer, Manager
Page 4 of 4
