UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
HYDRON TECHNOLOGIES, INC..
(Name of Issuer)
Common Stock, par value $.10
(Title of Class of Securities)
449020106
(CUSIP Number)
Harvey Tauman
6509 NW 38th Court, Boca Raton, Florida 33496
(561) 998-2011
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
With Copies to:
Neil S. Baritz, Esq.
Dreier & Baritz, LLP
150 East Palmetto Park Rd., Suite 401
Boca Raton, Florida 33432
March 24, 1999
(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 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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SCHEDULE 13D
CUSIP NO. 449020106
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harvey Tauman ("HT")
SS# ###-##-####
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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) / /
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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NUMBER OF 7. SOLE VOTING POWER
SHARES 337,000
BENEFICIALLY __________________________________
OWNED BY 8. SHARED VOTING POWER
EACH __________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 137,000
WITH __________________________________
10. SHARED DISPOSITIVE POWER
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING
PERSON
337,000
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.864%
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14. TYPE OF REPORTING PERSON *
IN
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, $0.10 par value
("Common Stock"), issued by:
HYDRON TECHNOLOGIES, INC. (the "Company")
1001 Yamato Road, Suite 403
Boca Raton, Florida 33431
ITEM 2. IDENTITY AND BACKGROUND FOR HARVEY TAUMAN. (a) - (c), (f)
Harvey Tauman ("HT")
6509 NW 38th Court
Boca Raton, Florida 33496
(d) During the last five years, HT has not been convicted in a criminal
proceeding (excluding traffic or similar misdemeanor).
(e) During the last five years, HT has not been 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The funds used for the purchase reported herein consist of the
personal funds of HT and his wife, Jennifer Canon Tauman ("JCT"),
and funds in a trust account for which HT is the remainder
beneficiary, all of which funds were not borrowed. As a result of
this purchase reported herein, together with an irrevocable proxy
executed in favor of HT with respect to 200,000 post-split shares
of the Common Stock of the Company, HT and JCT have purchased and
beneficially own more than 5% of the Company's outstanding Common
Stock. Consequently, HT is filing this Schedule 13D.
ITEM 4. PURPOSE OF THE TRANSACTION.
The acquisition of the stock is for investment purposes in
connection with HT and JCT's desire to effect certain changes in
the management and board of directors as well as the operating
protocols of the Company. HT has already presented a proposal and
seeks to make additional proposals which would or may result in a
change in the present board of directors and management of the
Company, and certain other material corporate actions and such
3
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other actions which relate to or may result in certain of the
events listed in paragraphs (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER - HYDRON
TECHNOLOGIES, INC.
(a) HT beneficially owns 337,000 shares (6.864%) of the Company's
outstanding Common Stock.
(b) HT has the sole power to vote and dispose of the 137,000
shares.
(c) HT acquired 137,000 shares of the Company's Common Stock in
open market transactions, pursuant to the attached
Schedule A.
(d) Of the aggregate of 337,000 shares of Common Stock of the
Company in which HT has an interest, with respect to all
of such shares, HT, jointly with JCT, has the sole right
and power to direct a vote with respect all of such shares.
With respect to 210,000 of such shares, HT does not have
the power to receive or direct the receipt of dividends
from or the proceeds from the sale thereof.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On or about May 31, 1996, HT was granted an irrevocable proxy with
respect to 200,000 post-split shares of the Common Stock of the
Company, provided such shares are not sold or otherwise transferred to
an unaffiliated third party. As of the date hereof, such shares have
not been sold or otherwise transferred.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Attached as Exhibit 1 to this Schedule 13D is a copy of the
Schedule 13D, dated March 4, 1997, as filed by Victor N. Grillo.
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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.
Dated: April 2, 1999
/S/ HARVEY TAUMAN
HARVEY TAUMAN
5
<PAGE>
SCHEDULE A
Purchase of shares of Common Stock of Hydron Technologies, Inc. by
Harvey Tauman commencing on March 22, 1999.
DATE PURCHASED NUMBER OF SHARES PURCHASED PURCHASED PRICE PER SHARE
- -------------- -------------------------- -------------------------
03/22/99 5,000 $0.5625
03/22/99 5,000 0.7500
03/22/99 4,500 0.7500
03/22/99 2,500 0.5625
03/22/99 2,500 0.7500
03/22/99 2,000 0.7500
03/22/99 2,000 0.6250
03/22/99 1,700 0.7500
03/22/99 1,000 0.7500
03/22/99 1,000 0.7500
03/22/99 5,000 0.5313
03/22/99 2,500 0.6563
03/23/99 6,300 1.0000
03/23/99 5,000 0.9375
03/23/99 3,000 1.0000
03/23/00 3,000 0.8750
03/23/99 1,000 0.9688
03/23/99 1,000 0.8750
03/24/99 15,000 1.0000
03/24/99 10,000 0.9375
03/24/99 8,300 0.9375
03/24/99 6,000 0.8750
03/24/99 5,000 1.0000
03/24/99 1,000 0.8750
03/24/99 700 0.8750
03/24/99 5,000 1.0000
03/25/99 1,000 1.1250
03/25/99 1,200 1.0313
03/25/99 2,000 1.0313
03/25/99 5,000 1.0000
03/26/99 9,100 1.1250
03/26/99 700 1.1250
03/26/99 1,000 1.1250
03/31/99 2,000 0.6250
03/31/99 7,000 1.0000
03/31/99 2,000 0.8125
03/31/99 1,000 0.6250
---------
137,000
6
EXHIBIT 1
STOCK OPTION AGREEMENT
----------------------
Stock Option Agreement (the "Agreement") dated as of the 9th day of
March, 1992, by and between DENTO-MED INDUSTRIES, INC., a New York corporation
(the "Company") with its executive offices at 941 Clint Moore Road, Boca Raton,
Florida 33487 and DTR ASSOCIATES LIMITED PARTNERSHIP (the "Option Holder"), a
Massachusetts limited partnership at with its principal place of business at 3
Tech Circle, Natick, Massachusetts 01760.
W I T N E S S E T H :
---------------------
Whereas, the Option Holder is to perform valuable services for the
Company;
Whereas, the Board of Directors of the Company (the "Board") has
determined that it is in the best interest of the Company to grant a
nonqualified option to the Option Holder to purchase shares of the
Company's common stock, $.01 par value per share (the "Common Stock"), as
an inducement for increased effort during such service, and has approved
the execution of this Agreement; and
Whereas, the option granted hereby is not intended to qualify either as
an "incentive stock option" under Section 422A of the Internal Revenue Code of
1986, as amended (the "Code") or to be granted under any stock option plan of
the Company.
NOW, THEREFORE, in consideration of the mutual covenants conditions and
promises contained herein, the parties hereto hereby agree as follows:
1. GRANT OF OPTION.
The Company hereby grants to the Option Holder the right and option to
purchase on the terms and conditions hereinafter set forth, all or any part of
an aggregate of 350,000 shares (the "Shares") of Common Stock at the purchase
price of $3.00 per share (such purchase price being 100% of the fair market
value of the Common Stock at the close of business on March 9, 1992) exercisable
at any time and from time to time in accordance with the provisions of this
Agreement, expiring at 5:00, New York City time, on March 8, 1997, unless
terminated sooner as hereinafter provided (the "Expiration Date").
2. TERMINATION; NON-TRANSFERABILITY; EXCEPTIONS.
In the event the association of the Option Holder with the Company
terminates by reason of either a material breach on the part of the Option
Holder of the Distribution Agreement dated November 20, 1991 between the Company
and the Option Holder (the "Distribution Agreement') or the termination of the
Distribution Agreement by the Option Holder for other than a material breach of
the Distribution Agreement by the Company, then in either such event, this
Agreement shall immediately terminate and be of no
<PAGE>
further force and effect without any other act by or on behalf of the
parties hereto except that the Option Holder shall have 90 days from the
date of termination of association to exercise this option to the extent
otherwise exercisable on the date of such termination, but in no event
later than 5:00, New York City Time, on March 8, 1997.
3. METHOD OF EXERCISE.
Each exercise of this option shall be by means of a notice of exercise
delivered to the Company: (i) containing the written statement set forth in
paragraph no. 4(d) hereof, (ii) specifying the number of Shares to be purchased
and (iii) accompanied by payment to the Company of the full purchase price of
the Shares to be purchased either by cash or check payable to the order of the
Company. In no event shall any fractional Shares be issued upon any exercise of
the option granted hereunder.
4. ISSUANCE OF SHARES.
The Option Holder hereby warrants and represents to, and covenants and
agrees with, the Company as follows:
(a) The Shares issuable upon exercise of this Option are being
purchased for the Option Holder's own account for investment only, and not with
a view towards the distribution or resale to others;
(b) The Option Holder has been advised and is aware that (i) it may be
impossible to readily liquidate this investment, and (ii) the Option Holder must
bear the economic risk of this investment in the Shares for an indefinite period
of time because the Shares have not been registered under Section 5 of the
Securities Act of 1933, as amended (the "Act"), and therefore, cannot be sold
unless they are subsequently registered under the Act or an exemption from such
registration is available;
(c) The Option Holder understands that the Company has no obligation to
register the Shares, except as expressly hereinafter set forth, and the Company
may not be able to effect such registration; and
(d) Prior to the issuance of any Shares, the Option Holder shall
provide to the Company a written statement to the effect that (i) the Option
Holder has had the opportunity to ask questions of, and receive answers from,
the Company concerning the business and financial condition of the Company; (ii)
the Option Holder has had the opportunity to review all reports filed by the
Company pursuant to Section 13 of the Securities Exchange Act of 1934 during the
fiscal year of the Company prior to the date of the exercise of this option;
(iii) no warranties or representations have been made to the
<PAGE>
Option Holder by any officer, director, employee or agent of the Company, except
as expressly set forth herein; (iv) the Option Holder has evaluated the risks of
purchasing the Shares; (v) the Option Holder has determined that the purchase of
the Shares is a suitable investment; (vi) the Option Holder has adequate
financial resources for an investment of such character; (vii) the Option Holder
alone or with its representative, has such knowledge and experience in financial
and business matters that the Option Holder is capable of evaluating the merits
and risks of the purchase of the Shares; and (viii) the warranties and
representations made herein by the Option Holder are accurate, true and correct,
and may be relied upon by the Company in connection with the issuance of the
Shares hereunder to the Option Holder.
5. REGISTRATION RIGHTS.
The Company covenants and agrees with the Option Holder that it agrees
to use its best efforts to file a registration statement with the Securities and
Exchange Commission for purposes of offering for sale securities to the public
for selling security holders and/or the Company prior to April 30, 1992. The
Option Holder will be entitled to have the Shares included in such registration
statement at no cost to the Option Holder. Notwithstanding the foregoing, the
Company shall not be liable for any and all fees and expenses incurred, if any,
by the Option Holder for the fees and expenses of attorneys or other
representatives of the Option Holder, or for any selling or brokerage
commissions, if any, incurred in connection with the registration and sale to
the public of the Shares. The Company further covenants and agrees with the
Option Holder to use its best efforts to have such registration statement
declared effective, maintained effective for the shorter of five years
thereafter or the sale of all the securities offered thereby and have the Shares
registered for sale in a reasonable number of states.
6. NO TRANSFER.
This Option and the rights and privileges granted hereby shall not be
transferred, assigned, pledged or hypothecated in any way, whether by operation
of the law, or otherwise, except by will or the laws of descent and
distribution. Upon any attempt to so transfer, assign, pledge, hypothecate or
otherwise dispose of this option or any right or privileges granted hereby
contrary to the provisions hereof, this Option and all rights and privileges
contained herein shall immediately become null and void and of no further force
and effect.
7. ADJUSTMENTS.
(a) If the outstanding shares of the Common Stock are increased,
decreased, changed into, or exchanged for a different number or kind of
<PAGE>
Shares or securities of the Company through reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse
stock split or the like, an appropriate and proportionate adjustment shall
be made in the number and kind of securities receivable upon the exercise
of this Option, without change in the total price applicable to the
unexercised portion of this option but with a corresponding adjustment in
the price for each unit of any security covered by this option.
(b) Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon the sale of substantially all of the assets of the Company, the Board
shall provide in writing in connection with such transaction for one or more of
the following alternatives, separately or in combination: (i) the assumption by
the successor entity of the options theretofore granted or the substitution by
such entity for such options of new options covering the stock of the successor
entity, or a parent or subsidiary thereof, with appropriate adjustments as to
the number and kind of shares and prices; or (ii) the continuance of the
Agreement by such successor entity in which this Option shall remain in full
force and effect under the terms so provided.
(c) Any adjustments under this paragraph no. 7 shall be made by the
Board, whose good faith determination as to what adjustments shall be made, and
the extent thereof, shall be final, binding and conclusive.
8. NO STOCKHOLDER RIGHTS.
Neither the Option Holder nor any other person legally entitled to
exercise this option shall be entitled to any of the rights or privileges of a
stockholder of the Company with respect to any Shares issuable upon any exercise
of this Option, unless and until a certificate or certificates representing such
Shares shall have actually be issued and delivered to the Option Holder.
9. NO WAIVER.
The failure of any of the parties hereto to enforce any provision
hereof on any occasion shall not be deemed to be a waiver of any preceding or
succeeding breach of such provision or any other provision.
10. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement and understanding of
the parties hereto and no amendment, modification or waiver of any provision
herein shall be effective unless in writing, executed by the party charged
therewith.
<PAGE>
11. GOVERNING LAW.
This Agreement shall be construed, interpreted and enforced in
accordance with and shall be governed by the laws of the State of New York
without regard to the principles of conflicts of laws.
12. BINDING EFFECT.
This Agreement shall bind and inure to the benefit of the parties,
their successors and assigns.
13. ASSIGNMENT.
Except as set forth in paragraph nos. 2(b) and 7(b) hereof, this
Agreement may not be assigned by the parties hereto, and any attempted
assignment hereof shall be void and of no effect.
14. PARAGRAPH HEADINGS.
The paragraph headings herein have been inserted for convenience of
reference only, and shall in no way modify or restrict any of the terms or
provisions hereof.
15. NOTICES.
Any notice or other communication under the provisions of this
Agreement shall be in writing, and shall be given by postage prepaid, registered
or certified mail, return receipt requested, by hand delivery with an
acknowledgement copy requested, or by the Express Mail service offered by the
United States Post Office, directed to the addresses set forth above, or to any
new address of which any party hereto shall have informed the others by the
giving of notice in the manner provided herein. Such notice or communication
shall be effective, if sent by mail, three (3) days after it is mailed within
the continental United States; if sent by Express Mail service, one day after it
is mailed; or by hand delivery, upon receipt.
16. UNENFORCEABILITY; SEVERABILITY.
If any provision of this Agreement is found to be void or unenforceable
by a court of competent jurisdiction, then the remaining provisions of this
Agreement, shall, nevertheless, be binding upon the parties with the same force
and effect as though the unenforceable part had been severed and deleted.
17. BROKER'S FEES.
No party has incurred nor will incur any liability for brokerage fees
or agents' commissions in connection with the transactions contemplated hereby,
and all parties warrant that no agent or broker was instrumental in consummating
this transaction so as to earn any such fee.
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18. COUNTERPARTS. _____________
This Agreement may be executed in counterparts, all of which shall be
deemed to be duplicate originals.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date above written.
DENTO-MED INDUSTRIES, INC.
by: /s/ Harvey Tauman, President
_______________________________
Harvey Tauman, President
DTR ASSOCIATES LIMITED PARTNERSHIP
by: /s/ Victor N. Grillo
_______________________________
Victor N. Grillo, Sr.
President
