UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )
EMPIRE RESOURCES, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
29206E100
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(CUSIP Number)
Nathan Kahn
Sandra Kahn
c/o Empire Resources, Inc.
One Parker Plaza
Fort Lee, NJ 07024
(201) 944-2200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
9/17/99
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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 [_].
(Continued on following pages)
(Page 1 of 6 Pages)
<PAGE>
CUSIP No. 29206E100 SCHEDULE 13D Page 2 of 6 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS Nathan Kahn
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Intentionally omitted)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS N/A
________________________________________________________________________________
5 CHECK BOX 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 2,000
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER 8,917,523
BENEFICIALLY
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 2,000
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER 5,095,012
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
8,919,523
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.4%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON IN
________________________________________________________________________________
<PAGE>
CUSIP No. 29206E100 SCHEDULE 13D Page 3 of 6 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS Sandra Kahn
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Intentionally omitted)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS N/A
________________________________________________________________________________
5 CHECK BOX 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 2,000
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER 8,917,523
BENEFICIALLY
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 2,000
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER 5,095,012
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
8,919,523
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.4%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON IN
________________________________________________________________________________
<PAGE>
Item 1. Security and Issuer
Empire Resources, Inc.
Common Stock ($.01 Par Value)
Empire Resources, Inc. (the "Issuer")
One Parker Plaza
Fort Lee, NJ 07024
Item 2. Identity and Background.
This Statement is being filed by Nathan Kahn and Sandra Kahn (the
"Reporting Persons"). The Reporting Persons are husband and wife. Nathan Kahn is
the President of the Issuer and Sandra Kahn is the Treasurer, Chief Financial
Officer and Secretary of the Issuer. The address of the Reporting Persons is c/o
Empire Resources, Inc., One Parker Plaza, Fort Lee, NJ 07024.
Neither of the Reporting Persons has, during the last five years, been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors). Neither of the Reporting Persons has, during the last five years,
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
judgement, 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.
Information with respect to each of the Reporting Persons is given
solely by such Reporting Person and no Reporting Person has responsibility for
the accuracy or completeness of information supplied by the other Reporting
Person.
The filing of this Schedule 13D (including all amendments thereto) does
not constitute an admission by any of the persons making this filing that such
persons are a "group" for purposes of Section 13(d)(3) of the Securities
Exchange Act of 1934 (the "Act"). The Reporting Persons deny that they should be
deemed to be such a "group".
Item 3. Source and Amount of Funds of Other Consideration.
On September 17, 1999, Empire Resources, Inc. merged with and into
Integrated Technology USA, Inc., which changed its name to Empire Resources,
Inc. Pursuant to the merger, Integrated Technology USA, Inc. issued to Nathan
and Sandra Kahn, the sole stockholders of Empire Resources, Inc. 8,915,523
shares of Common Stock in consideration for all of the issued and outstanding
stock of Empire Resources, Inc. 3,824,511 of such shares of Common Stock were
deposited into escrow at the closing of the merger and are subject to a two-year
earn-out formula.
Item 4. Purpose of Transaction.
The Reporting Persons acquired their shares of Common Stock pursuant to
the merger of Empire Resources, Inc. with and into Integrated Technology USA,
Inc., which changed its name to Empire Resources, Inc.
Each of the Reporting Persons intends to review his or her respective
investment in the Issuer and may, depending in part upon the Issuer's course of
action, seek to increase, decrease or dispose of his or her investment in the
Issuer.
Other than as described above, neither of the Reporting Persons has any
present plans or proposals which would relate to or would result in (a) the
acquisition by any Reporting Person of additional securities of the Issuer, (b)
an extraordinary corporate transaction, such as a merger, reorganization, or
liquidation involving the Issuer, (c) a sale or transfer of a material amount of
the assets of the Issuer, (d) any change in the Issuer's present board of
directors, (e) any material change in the Issuer's present capitalization or
dividend policy, (f) any other material change in the Issuer's charter, by-laws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person, (h) 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, (i) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Act, or (j) any action similar to any of those enumerated above.
<PAGE>
Item 4 disclosure provisions regarding any plans or proposals to make any
changes in a company's investment policy for which a vote is required by Section
13 of the Investment Company Act of 1940 are inapplicable.
Notwithstanding anything contained herein, each of the Reporting
Persons reserves the right, depending on other relevant factors, to purchase
additional shares of Common Stock or to dispose of all or a portion of his or
her holdings of Common Stock or change his or her intention with respect to any
and all of the matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer.
On September 17, 1999, Empire Resources, Inc. merged with and into
Integrated Technology USA, Inc., which changed its name to Empire Resources,
Inc. Pursuant to the merger, Integrated Technology USA, Inc. issued to Nathan
and Sandra Kahn, the sole stockholders of Empire Resources, Inc. 8,915,523
shares of Common Stock in consideration for all of the issued and outstanding
stock of Empire Resources, Inc. 3,824,511 of such shares of Common Stock were
deposited into escrow at the closing of the merger and are subject to a two-year
earn-out formula.
Effective September 17, 1999, each of the Reporting Persons was granted
an option to purchase 2,000 shares of Common Stock. Such options were
immediately exercisable.
The ownership by the Reporting Persons of shares of Common Stock and
the percentage of the outstanding shares of Common Stock represented thereby is
as follows:
Name Number of Shares Percentage
Nathan Kahn(1) 8,919,523 57.4%
Sandra Kahn(2) 8,919,523 57.4%
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(1) Nathan Kahn shares voting power with respect to 8,917,523 shares of
Common Stock with Sandra Kahn. Nathan Kahn shares dispositive power
with respect to 5,095,012 shares of Common Stock with Sandra Kahn and
may be deemed the beneficial owner of such shares.
(2) Sandra Kahn shares voting power with respect to 8,917,523 shares of
Common Stock with Nathan Kahn. Sandra Kahn shares dispositive power
with respect to 5,095,012 shares of Common Stock with Nathan Kahn and
may be deemed the beneficial owner of such shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
In connection with the merger of Empire Resources, Inc with and into
Integrated Technology USA, Inc., 3,824,511 of shares of Common Stock to be
received by Nathan and Sandra Kahn, as the sole stockholders of Empire
Resources, Inc. in the merger were deposited into escrow at the closing of the
merger and are subject to a two-year earn-out formula. Except for the foregoing,
neither of the Reporting Persons has any contracts, arrangements, understandings
or relationships (legal or otherwise) with respect to any securities of the
Issuer, including, but not limited to any agreements concerning (i) transfer or
voting of any securities of the Issuer, (ii) finder's fees, (iii) joint
ventures, (iv) loan or option arrangements, (v) puts or calls, (vi) guaranties
or profits, (vii) division of profits or loss or (viii) the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Joint Filing Statement.
<PAGE>
Signatures and Power of Attorney
Know all men by these presents, that Sandra Kahn constitutes and
appoints Nathan Kahn her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for her and in her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, his substitute or
substitutes may lawfully do or cause to be done by virtue thereof.
After reasonable inquiry and to the best of knowledge and belief of
each person set forth below, each such person certifies that the information set
forth in this Statement is true, complete and correct.
October 14, 1999 /s/ Nathan Kahn
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Nathan Kahn
October 14, 1999 /s/ Sandra Kahn
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Sandra Kahn
<PAGE>
Exhibit 1
Joint Filing Statement
Each of the undersigned hereby agrees that the Schedule 13D, to
which this Agreement is attached as Exhibit 1, and all amendments thereto may be
filed on behalf of each such persons.
October 14, 1999 /s/ Nathan Kahn
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Nathan Kahn
October 14, 1999 /s/ Sandra Kahn
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Sandra Kahn
