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.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
449020106000
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(CUSIP Number)
Richard Banakus Jeffrey R. Mann
82 Verissimo Drive Rubin Baum Levin Constant & Friedman
Novato, California 94947 30 Rockefeller Plaza, 29th Floor
(415) 897-9167 New York, New York 10112
(212) 698-7700
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 27, 1997
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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).
Page 1 of 7 Pages
No Exhibit Index
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SCHEDULE 13D
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CUSIP NO. 449020106000 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Richard Banakus
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |x|
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER 1,520,000
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,520,000
REPORTING --------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,520,000
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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)
6.1%
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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.
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Schedule 13D Amendment No. 1
Hydron Technologies, Inc.
This Amendment No. 1 to the Statement on Schedule 13D (as defined below)
amends and supplements the Statement on Schedule 13D relating to the event date
of April 7, 1994 (the "Schedule 13D") by Richard Banakus (the "Filing Person")
relating to the common stock, par value $.01 per share (the "Common Stock") of
Hydron Technologies, Inc. (the "Issuer"). The address of the principal
executive office of the Issuer is 1001 Yamato Road, Suite 403, Boca Raton,
Florida 33431.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended to read in its entirety as
follows:
The shares of Common Stock of the Issuer beneficially owned by the
Reporting Person were purchased in open market brokerage transactions, privately
negotiated transactions or through the issuance of options. The aggregate amount
of funds used to purchase the 1,520,000 shares of Common Stock of the Issuer
beneficially owned by the Filing Person was $3,824,156. All of such purchases
were made with the Filing Person's personal funds.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby amended to read in its entirety as
follows:
The shares of Common Stock acquired by the Filing Person were all acquired
in open market brokerage transactions, privately negotiated transactions or
through the issuance or exercise of options, in the ordinary course of business
and solely for investment purposes. The Filing Person is filing this Amendment
to Schedule 13D because, as a result of certain matters reported in this Item 4
and Item 6 below, he and the Additional Stockholders (as hereinafter defined)
may be deemed to constitute a "group" under Rule 13d-5 ("Rule 13d-5")
promulgated under the
Page 3 of 7 Pages
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Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Filing
Person and the Additional Stockholders are sometimes hereinafter collectively
referred to as the "Reporting Persons."
The Filing Person and Hugues Lamotte, Donald Bakalor, Oddvin Lokken,
Etienne des Roys, Jean-Francois Vert, Ira Alpert, Per K. Reichborn, David Baker
and Bernard D. Gold (the "Additional Stockholders") have filed,
contemporaneously with the filing by the Filing Person of this Amendment, a
Schedule 13D and a Joint Filing Statement relating to the event date of May 27,
1997 (the "Group Schedule 13D"), which filing is hereby incorporated in this
Amendment by reference in its entirety. The filing of the Group Schedule 13D
shall not be construed as an admission that the Filing Person is acting with the
Additional Stockholders as a group within the meaning of Rule 13d-5.
Although the shares of Common Stock purchased by the Filing Person were
acquired solely for investment purposes, the Filing Person and some or all of
the Reporting Persons intend to pursue discussions with the Issuer's management
in the future to consider various possible actions with respect to the Issuer
that might maximize value for the Issuer's shareholders, including without
limitation, the replacement of certain senior executive officers and directors
of the Issuer and restrictions on the payment of executive compensation and the
payment of dividends. In the event any such discussions with management do not
result in the creation of opportunities for enhancing shareholder value, the
Filing Person and some or all of the other Reporting Persons may consider the
solicitation of proxies.
Page 4 of 7 Pages
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The Filing Person reserves the right to make purchases of shares of Common
Stock from time to time in the open market or otherwise and to dispose of any or
all of the shares of Common Stock held by him at any time. The Filing Person's
determination with respect to the foregoing possibilities will depend upon the
performance of the Issuer's management and other factors, including, but not
limited to, some or all of the following: market activity in shares of Common
Stock, the Filing Person's evaluation of the Issuer and its prospects, the
Filing Person's analysis of the industry in which the Issuer operates and
general market and economic conditions.
The Filing Person has no present plans or proposals which relate to, or
could result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of Item 4 of Schedule 13D except to the extent described in this Item
4 and Item 6 below, to which reference is hereby made. The Filing Person may, at
any time and from time to time, review or reconsider his position and formulate
plans or proposals with respect thereto, but has no present intention of doing
so.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended to read in its entirety as
follows:
(a) The aggregate number of shares of the Issuer's stock of which the
Filing Person is considered the beneficial owner for purposes of Section 13(d)
of the Exchange Act is 1,520,000, representing approximately 6.1% of the total
number of such shares outstanding, assuming exercise of the Filing Person's
options to purchase 20,000 shares of common stock of the Issuer. Such
calculation of the percentage of the outstanding shares of Common Stock of the
Issuer owned by the Filing Person is based upon the Issuer's statement in its
annual report on Form 10-K for the fiscal
Page 5 of 7 Pages
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year ended December 31, 1996 that the number of outstanding shares of Common
Stock, as of March 27, 1997, was 24,776,816.
(b) The Filing Person exercises the sole power to vote and the sole power
to dispose of the shares of the Issuer's stock beneficially owned by him.
The Filing Person disclaims beneficial ownership of shares of Common Stock
that are, or may be deemed to be, beneficially owned by or on behalf of any
other person, to the extent beneficial ownership by such person of such shares
of Common Stock may result from such other person's being deemed to be a member
of a group, for purposes of Rule 13d-5, with the Filing Person.
(c) None.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except to the extent described in Item 4 above and in this Item 6 (and the
Joint Filing Statement attached as Exhibit 1 to the Group Schedule 13D), there
are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the Filing Person and any of the other Reporting Persons or
with any other person with respect to any securities of the Issuer (including,
but not limited to, any contract, arrangement, understanding or relationship
involving the transfer or voting of any securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
divisions of profit or loss, or the giving or withholding of proxies.)
Page 6 of 7 Pages
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One of the Reporting Persons, Bernard Gold ("Gold"), has submitted to the
Issuer a proposal for shareholder approval at the Issuer's next annual meeting
of shareholders, which proposal seeks to impose restrictions on the grant of
cash bonuses and stock options to employees or directors of the Issuer (subject
to pre-existing contractual obligations of the Issuer) and to require that
excess cash of the Issuer be utilized to repurchase shares of Common Stock of
the Issuer rather than for the payment of dividends or other distributions to
shareholders. In addition, the proposal would require that any increase in
salary or award of stock options be contingent upon an increase in earnings per
share of the Issuer of at least 50% over that reported for fiscal year 1994. The
Filing Person and the other Reporting Persons currently intend to vote all of
the shares of Common Stock held by them in favor of such proposal.
The proposal submitted by Gold is attached as Exhibit 2 to the Group
Schedule 13D.
The Reporting Persons have agreed to share the legal costs and expenses in
connection with the preparation and filing of the Group Schedule 13D, pro rata
on the basis of the shares of Common Stock owned directly by each Reporting
Person, and may also do so in connection with any subsequent actions taken by
the Reporting Persons in furtherance of the objectives described in Item 4 above
and this Item 6.
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.
Dated: May 30, 1997
Page 7 of 7 Pages
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RICHARD BANAKUS
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