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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. 1)
Hydron Technologies, Inc.
______________________________________________________
(Name of Issuer)
Common Stock, $0.01 par value
______________________________________________________
(Title of Class of Securities)
449020106
___________________
(CUSIP Number)
Copy to:
Lawrence A. Kletter
Eckert Seamans Cherin & Mellott
One International Place, 18th Floor
Boston, MA 02110
(617) 342-6855
_________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 8, 1997
_________________________________________________________
(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. [ ]
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SCHEDULE 13D
CUSIP No. 449020106
1. Name of Reporting Person: Victor N. Grillo
I.R.S. Identification No.: ###-##-####
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds: 00
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
Number of 7. Sole Voting Power: 1,480,000
Shares
Beneficially 8. Shared Voting Power: - 0 -
Owned by
Each 9. Sole Dispositive Power: 1,480,000
Reporting
Person 10. Shared Dispositive Power: - 0 -
With
11. Aggregate Amount Beneficially Owned by Each 1,480,000
Reporting Person:
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 6.37%
14. Type of Reporting Person: IN
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SCHEDULE 13D
CUSIP No. 449020106
1. Name of Reporting Person: DTR Associates Limited Partnership
Tax Identification No.: 04-3135090
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds:
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
Number of 7. Sole Voting Power: - 0 -
Shares
Beneficially 8. Shared Voting Power: - 0 -
Owned by
Each 9. Sole Dispositive Power: - 0 -
Reporting
Person 10. Shared Dispositive Power: - 0 -
With
11. Aggregate Amount Beneficially Owned by Each - 0 -
Reporting Person:
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 0%
14. Type of Reporting Person: PN
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Item 1. Security and Issuer.
The title of the class of equity securities to which this
Schedule 13D relates is the common stock, $0.01 par value (the "Common
Stock"), of Hydron Technologies, Inc. (the "Company"). The Company's
principal executive offices are located at 1001 Yamato Road, Suite 403,
Boca Raton, Florida 33431.
Item 2. Identity and Background.
This statement is being filed by the following person and
entity:
(i) Victor N. Grillo ("Grillo"), a United States citizen, whose
business address is 150 East Palmetto Park Road, Suite 700, Boca
Raton, Florida 33432. Grillo's principal occupation is President
of DTR Associates, Inc.; and
(ii) DTR Associates Limited Partnership, a Massachusetts limited
partnership ("DTR"), with a business address of 150 East Palmetto
Park Road, Suite 700, Boca Raton, FL 33432. The principal business
of DTR is engaged in the business of developing, marketing and
distributing consumer products through direct response and retail
distribution channels.
Collectively, Grillo and DTR are hereinafter sometimes referred to as
the "Reporting Persons."
Grillo and DTR may be deemed to be beneficial owners of
securities of the Company owned by either party.
During the past five years, the Reporting Persons have not (i)
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result 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.
Item 3. Source and Amount of Funds or Other Consideration.
On March 9, 1992, Dento-Med Industries, Inc., now known as the
Company, granted DTR an option to purchase 350,000 shares of Common
Stock at a purchase price of $3.00 per share. On October 3, 1994, DTR
assigned its rights to purchase an aggregate of 279,166 shares of Common
Stock to 12 persons. It retained options to purchase up to 70,834
shares of Common Stock. The options were exercisable until March 8,
1997. DTR did not exercise the options to purchase up to 70,834 shares
of Common Stock.
On July 19, 1996, the Company granted to DTR an option to
purchase 1,500,000 shares of Common Stock at a purchase price of $.01
per share (the "DTR Option") in exchange for DTR agreeing to terminate
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its rights to receive royalty payments in return for the DTR Option. On
January 3, 1997, DTR exercised options to purchase 1,500,000 shares of
Common Stock of the Company at a purchase price of $.01 per share. The
1,500,000 shares of Common Stock received pursuant to the exercise of
the options by DTR were assigned to Grillo. The source of funds for the
purchase of the Common Stock pursuant to the exercise of the DTR Option
was from the working capital of DTR.
Item 4. Purpose of Transaction.
The purchase of the Common Stock to which this statement
relates was effected for the purposes of investment. The Reporting
Persons have no present plans or proposals to change the Company's
business, corporate structure, capitalization, management or dividend
policy.
Except as set forth in this Item 4, the Reporting Persons have
no present plans or proposals which relate to or would result in any of
the following (although the Reporting Persons reserve the right to
develop such plans or proposals or any other plans relating to the
Company and to take action with respect thereto): (i) the acquisition
by any person of additional securities of the Company, or the
disposition of securities of the Company; (ii) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (iv) any change in the present board of directors or
management of the Company, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on the
board; (v) any material change in the present capitalization or dividend
policy of the Company; (vi) any other material change in the Company's
business or corporate structure; (vii) changes in the Company's
certificate of incorporation, bylaws, or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Company by any person; (viii) causing a class of securities of the
Company 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; (ix) a class of equity
securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (x)
any action similar to any of those enumerated above.
Item 5. Interest in Securities of Issuer.
Grillo and DTR may be deemed to be the beneficial owner of
securities of the Company held by either party. As of the close of
business on March 8, 1997, DTR no longer owned any beneficial interest
in the Company's securities. As of March 12, 1997, Grillo beneficially
owns and has sole voting and dispositive power with respect to 1,480,000
shares of Common Stock representing approximately 6.37% of the Common
Stock outstanding.
On March 11, 1997, Grillo sold 9,000 shares and 1,000 shares
of Common Stock at a price per share of $1.8125 and $1.4375,
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respectively. On March 12, 1997, Grillo sold 10,000 shares of Common
Stock at a price per share of $1.8125.
Except as described herein, no transactions in Common Stock
were effected during the past 60 days by the Reporting Persons.
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 the Reporting Persons and any
other person with respect to securities of the Company, including but
not limited to transfer or voting of any of the securities finder's
fees, joint ventures, loan or option arrangements, put or calls,
guarantees of profits, division of profits or loss or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
1. Agreement to file Joint Statement between the Reporting Persons.
Signatures.
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is
true, complete and correct.
March 17, 1997 /s/ Victor N. Grillo
______________ _______________________________
Date Victor N. Grillo
DTR Associates Limited Partnership
By: DTR Associates, Inc., its sole General Partner
March 17, 1997 By: /s/ Victor N. Grillo
______________ ______________________________
Date Victor N. Grillo
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EXHIBIT 1
AGREEMENT
Pursuant to Rule 13(d)-1(f)(1) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree that only one statement
containing the information required by Schedule 13D need be filed with
respect to the Common Stock, $.01 par value, of Hydron Technologies,
Inc. by Victor N. Grillo and DTR Associates Limited Partnership.
Executed this 17th day of March 1997.
March 17, 1997 /s/ Victor N. Grillo
______________ _______________________________
Date Victor N. Grillo
DTR Associates Limited Partnership
By: DTR Associates, Inc., its sole General Partner
March 17, 1997 By: /s/ Victor N. Grillo
______________ ______________________________
Date Victor N. Grillo
