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OMB Approval
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OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per response .... 14.90
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________________)*
BIONUTRICS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
090946 10 4
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(CUSIP Number)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 090946 10 4 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD M. FELDHEIM
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,333
OWNED BY -------------------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 4,180,101
WITH -------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
3,333
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8 SHARED DISPOSITIVE POWER
4,180,101
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,183,434
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*/ /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
23.37%
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12 TYPE OF REPORTING PERSON*
IN
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Page 3 of 6 Pages
ITEM 1.
(a) Name of Issuer - BIONUTRICS, INC.
(b) Address of Issuer's Principal Executive Offices
2425 EAST CAMELBACK ROAD, SUITE 650
PHOENIX, ARIZONA 85016
ITEM 2.
(a) Name of Person Filing - RICHARD M. FELDHEIM
(b) Address of Principal Business Office or, if none, Residence
8320 NO. HAYDEN ROAD, SUITE B110-A
SCOTTSDALE, ARIZONA 85281
(c) Citizenship or Place of Organization - U.S.
(d) Title of Class of Securities - COMMON STOCK
(e) CUSIP Number - 090946 10 4
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b), CHECK
WHETHER THE PERSON FILING IS A:
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance Company as defined in section 3(a)(19) of the Act
(d) / / Investment Company registered under section 8 of the Investment
Company Act
(e) / / Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
(h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
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Page 4 of 6 Pages
ITEM 4. OWNERSHIP
If the percent of the class owned, as of December 31 of the year covered
by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned - 4,183,434
(b) Percent of Class - 23.37%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote - 3,333
(ii) shared power to vote or to direct the vote - 4,180,101
(iii) sole power to dispose or to direct the disposition of - 3,333
(iv) shared power to dispose or to direct the disposition of -
4,180,101
The amount of shares set forth above include 3,333 shares issuable upon
exercise of options.
The amount of shares set forth above includes 133,280 shares held by
Millrich Corporation, 19,826 held by Abby's, Inc., both of which are
corporations controlled by Mr. Feldheim. Also includes 395,076 shares held by
the RM Feldheim Limited Partnership of which Mr. Feldheim is a general partner.
Includes 3,631,919 shares held by the RH Lane Limited Partnership of which Mr.
Feldheim is a general partner and over which he shares voting power.
Mr. Feldheim disclaims beneficial ownership of all shares held by Abby's
Inc., Millrich Corporation, RM Feldheim Limited Partnership and RH Lane Limited
Partnership except to the extent that his individual interest in such shares
arises from his interest in each such entity.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following / /.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
The limited and general partners of the R.H. Lane Limited Partnership (the
"Partnership") have the right to receive dividends and sale proceeds from the
shares held by the Partnership. Mr. & Mrs. Ronald Lane each have an interest in
more than 5% of the outstanding shares through their interest in the
Partnership.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
NOT APPLICABLE
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Page 5 of 6 Pages
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
NOT APPLICABLE
ITEM 10. CERTIFICATION
NOT APPLICABLE
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Page 6 of 6 Pages
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.
2/16/98
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Date
/s/ Richard M. Feldheim
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Signature
Richard M. Feldheim
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Name/Title
