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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
Styling Technology Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
863905 10 5
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(CUSIP Number)
Sam L. Leopold, 2390 E. Camelback Road, Phoenix, Arizona 85016, (602) 955-3353
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 29, 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 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 [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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 the purpose 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).
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
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CUSIP NO. 863905 10 5 PAGE 2 OF 4 PAGES
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SAM L. LEOPOLD
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
1,024,518
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,024,518
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,024,518
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP NO. 863905 10 5 PAGE 3 OF 4 PAGES
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ITEM 1. SECURITY AND ISSUER
Title of Class of Equity Security: Common Stock
Principal Executive Offices of Issuer:
Styling Technology Corporation
2390 East Camelback Road, Suite 435
Phoenix, Arizona 85016
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: Sam L. Leopold
(b) Business address: 2390 E. Camelback Road, Suite 435, Phoenix, Arizona 85016
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted:
Chairman of the Board, Chief Executive Officer and Director
Styling Technology Corporation
2390 East Camelback Road, Suite 435
Phoenix, Arizona 85016
(d) Whether or not, during the last five years, such person has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and, if so, give the dates, nature of conviction, name and
location of court, and penalty imposed, or other disposition of the case:
None
(e) Whether or not, during the last five years, such person was 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 violation with respect to such laws; and, if so,
identify and describe such proceedings and summarize the terms of such
judgment, decree or final order: None
(f) Citizenship: United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person founded the Issuer in June 1995 with $100 of personal
funds and acquired 1,000,000 shares of common stock at that time. In September
1996 the Issuer filed a Certificate of Amendment to its Certificate of
Incorporation effecting a reverse stock split at the rate of 0.807851 shares of
common stock for each issued and outstanding share of common stock.
Consequently, the 1,000,000 shares of the Issuer's common stock owned by the
Reporting Person were converted into 807,851 shares of common stock. Upon
completion of the initial public offering of the Company's common stock, the
Reporting Person acquired an additional 50,000 shares of common stock with
$500,000 of personal funds. The Reporting Person is also the beneficial owner of
166,667 shares of common stock issuable upon exercise of outstanding stock
options.
<PAGE>
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CUSIP NO. 863905 10 5 PAGE 4 OF 4 PAGES
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ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person holds the common stock described in Item 3 for
investment purposes.
(a) through (j) - Not Applicable
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person beneficially owns 1,024,518 shares of Common
Stock representing 25.0% of the Issuer's outstanding common stock.
(b) Sole Power to Vote: 1,024,518 shares of Common Stock
Shared Power to Vote: None
Sole Power to Dispose: 1,024,518 shares of Common Stock
Shared Power to Vote: None
The number of shares and percentage shown includes 250,000 shares
issuable upon exercise of outstanding stock options.
(c) On May 1, 1997, the Reporting Person acquired an option to purchase
125,000 shares of the Issuer's common stock at the price of $9.75 per
share.*
On January 29, 1998, the Reporting Person acquired an option to
purchase 125,000 shares of the Issuer's common stock at the price of
$15.875 per share, 41,667 of which are currently exercisable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS 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.
March 2, 1998 /s/ Sam L. Leopold
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Date Signature
Sam L. Leopold
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Name
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
*This transaction occurred prior to the reporting period, but was not previously
reported on Schedule 13D.
