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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. __________)*
Enviro-Clean of America, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
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(Title of Class of Securities)
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(CUSIP Number)
Alan Schoenbaum, Esq.
Akin, Gump, Strauss, Hauer & Feld LLP
300 Convent, Suite 1500
San Antonio, Texas, Texas 78207
210-281-7000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
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Communications)
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February 29, 2000
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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: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
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).
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CUSIP NO. 13D Page 2 of 7 Pages
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only).
Steven Etra
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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 & AF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States citizen
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SOLE VOTING POWER
7
NUMBER OF
334,254
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 326,550
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
334,254
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
326,550
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
660,804
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CHECK 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
12.33%
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TYPE OF REPORTING PERSON (See Instructions)
14
IN
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CUSIP NO. 13D Page 3 of 7 Pages
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SCHEDULE 13D
Item 1. Security and Issuer.
This schedule relates to the common stock, $ 0.001 par value per share
("Common Stock") of Enviro-Clean of America, Inc. (the "Issuer"). The Issuer
has its principal executive office at 211 Park Avenue, Hicksville, New York
11801.
Item 2. Identity and Background.
(a) Name of the reporting persons:
Steven Etra
(b) The business address of the reporting person is 5830 57th Street,
Maspeth, New York 11378.
(c) Mr. Steven Etra is principally engaged as a sales manager in the
manufacturing business.
Employer: Manufacturer's Corrugated Box Co., Inc.
Principal business: manufacturing
Address: 5830 57th Street, Maspeth, New York 11378
(d) - (e) During the last five years, the reporting person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor has he been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in 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.
(f) Citizenship.
Steven Etra is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
All of the holdings of Mr. Etra have been purchased through personal funds,
or through affiliate entity funds, with the exception of 150,000 options which
were granted by the Issuer to Mr. Etra and a company controlled by Mr. Etra, in
April 1999. In January 1998, 60,000 shares of common stock were purchased by
Mr. Etra and a company controlled by Mr. Etra, for $30,000. In December of 1998,
Mr. Etra purchased 70,000 shares of Series E Convertible Redeemable Preferred
Stock from the Issuer for $175,000. In June 1999, Mr. Etra's wife purchased one
unit, consisting of a 12.75% subordinated promissory note and 2400 common stock
options, in a private
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CUSIP NO. 13D Page 4 of 7 Pages
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placement by the Issuer. In July 1999, the Issuer sold 10,000 shares of common
stock to a company controlled by Mr. Etra for $25,000, and 6000 shares of common
stock to Mr. Etra's wife for $15,000. In December 1999, a total of 28 units were
purchased by two companies controlled by Mr. Etra, a trust of which Mr. Etra is
a beneficiary, and Mr. Etra's wife, for a total of $280,000. In February 2000,
Mr. Etra purchased 25,000 units, each unit consisting of 2 shares of common
stock and 1 common stock purchase warrant, for $200,000 in a private placement
by the Issuer. In the same private placement, a company controlled by Mr. Etra
and a trust of which Mr. Etra is a beneficiary, purchased an aggregate of 18,750
units for $150,000.
Item 4. Purpose of the Transaction.
All of the shares purchased and/or acquired by Mr. Etra are for investment
purposes. Mr. Etra may, from time to time depending upon market conditions and
other investment consideration, purchase additional shares of the Common Stock
or dispose of shares of the Common Stock. As a Director of the Company, Mr.
Etra regularly explores potential actions and transactions which may be
advantageous to the Issuer, including, but not limited to, possible mergers,
acquisitions, reorganizations or other material changes in the business,
corporate structure, management, policies, governing instruments,
capitalization, securities or regulatory obligations of the Issuer.
(a) - (b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) None.
(i) None.
(j) The reporting person's objective is to build a strong presence through
the Issuer in the janitorial/sanitary supplies distribution industry by
acquiring companies with a profitable base of annualized revenue in the $2
million to $10 million range. Although there are no definitive plans for
future acquisitions at this time, the reporting person reserves the right to
develop such plans.
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CUSIP NO. 13D Page 5 of 7 Pages
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Item 5. Interest in Securities of the Issuer.
(a) - (b) As of the date hereof, Steven Etra beneficially owns 660,804
shares of the Issuer's Common Stock, and such shares constitute approximately
12.33% of the total shares of the Issuer's Common Stock issued and outstanding
as of the date hereof, assuming the exercise of all warrants and options
beneficially held by Steven Etra, and the conversion of the Series B
Convertible Redeemable Preferred Stock. Such shares beneficially owned by
Steven Etra include:
Steven Etra Direct Holdings: (1) 114,254 shares of common stock; (2) 70,000
shares underlying the conversion of the Series E Convertible Redeemable
Preferred Stock (3) 125,000 shares underlying the exercise of options; (4)
25,000 shares underlying the exercise of warrants.
Steven Etra Indirect Holdings:
1) SRK Associates LLC holdings (a company controlled by Steven Etra): (1)
131,000 shares of common stock; (2) 12,000 shares underlying the exercise of
Series B Cumulative Convertible Preferred Stock; (3) 25,000 shares underlying
the exercise of options; (4) 12,250 shares underlying the exercise of
warrants.
2) Lances Property Development Pension Plan (a company 50% owned by Steven
Etra): (1) 20,000 shares of common stock; (2) 8,000 shares underlying the
exercise of Series B Cumulative Convertible Preferred Stock; (3) 11,200 shares
underlying the exercise of warrants.
3) Irving Etra Family Trust (a trust of which Steven Etra is a
beneficiary): (1) 25,000 shares of common stock; (2) 10,000 shares underlying
the exercise of Series B Cumulative Convertible Preferred Stock; (3) 24,700
shares underlying the exercise of warrants.
4) Blair Etra (Steven Etra's wife): (1) 6,000 shares of common stock; (2)
26,000 shares underlying the exercise of Series B Cumulative Convertible
Preferred Stock; (3) 15,400 shares underlying the exercise of warrants.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Etra and any person with respect to any
securities of the Company, including, but not limited to, transfer or voting of
any of such securities, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, divisions of profits or loss,
or the giving or withholding of proxies. None of the shares of Common Stock
beneficially owned by Mr. Etra are pledged or otherwise subject to a contingency
the occurrence of which would give another person voting power or investment
power over such shares.
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CUSIP NO. 13D Page 6 of 7 Pages
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Item 7. Material to be Filed as Exhibits.
Not Applicable.
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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.
Date: March 9, 2000 /s/ Steven Etra
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Signature
Steven Etra
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Name/Title
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