SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
Amendment No. 1
CELCOR, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
Note that this cusip No. is the pre-reverse split No.
150899102
(CUSIP Number)
Mr. Robert Edwards with a copy to:
800 Palisades Avenue George J. Mazin, Esq.
Fort Lee, New Jersey 07024 Lowenstein, Sandler, Kohl,
Fisher & Boylan, P.C.
65 Livingston Avenue
Roseland, New Jersey 07068
(201) 992-8700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 15, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G 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 [ ].
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of less than
five percent of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule l3d-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).
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1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of
Above Persons):
Robert Edwards
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2) Check the Appropriate Box if a Member of a Group (See
Instructions):
(a)
(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions):
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5) Check 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 Shares 7) Sole Voting Power: 0 (0%)
Beneficially -------------------------------------------------
Owned by Each 8) Shared Voting Power: 0
Reporting -------------------------------------------------
Person With: 9) Sole Dispositive Power: 0 (0%)
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10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
0
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
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13) Percent of Class Represented by Amount in Row (11):
0
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14) Type of Reporting Person (See Instructions):
IN
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Item 1. Security and Issuer.
The name and address of the principal executive office of the
issuer is:
Celcor, Inc.
1800 Bloomsbury Avenue
Ocean, New Jersey 07712
The title of the class of equity securities to which this
statement relates is:
Common Stock - $0.001 par value
Item 2. Identity and Background.
The following information is provided with regard to the filer:
(a) Name: Mr. Robert Edwards
(b) Principal Place of Business: 800 Palisades Avenue
Fort Lee, New Jersey 07024
(c) Principal Business: Investments in Securities
(d) Reportable Criminal Proceedings: None
(e) Reportable Civil Proceedings: None
(f) Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable.
Item 4. Purpose of Transaction.
Not Applicable.
Item 5. Interest in Securities of the Issuer.
On September 28, 1987, Robert Edwards ("Edwards") made an
initial filing on Schedule 13D with respect to Celcor, Inc. in which he
reported that at such time he was the beneficial owner of 1,533,516 shares
of Celcor's common stock. Since then the following transfers have been
made, as a result of which Edwards no longer owns any shares:
(1) Shares owned at beginning of period . . . . . .. . . 5,533,516
Transfers
(a) cancellation of convertible preferred stock. . . (430,500)
(b) stock transferred to Midlantic National
Bank, as trustee for the benefit of certain
members of Mr. Edwards' family. . . . . . . . ( 32,465)
(c) Open market sales on various dates. . . . . . ( 54,000)
(d) Charitable donations from 1987-1989 . . . . . ( 30,000)
986,551
(2) Number of shares owned after giving
effect to November, 1993 one for five
stock split. . . . . . . . . . . . . . . . . . . 197,310
(3) Number of shares owned on the date
of this filing after giving effect to gift
to Barbara J. Edwards, Mr. Edwards'
wife, in December, 1994. . . . . . . . . . . . . . 0
Item 6.Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Not Applicable
Item 7. Material to be Filed as Exhibits.
None
Signature
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in
this statement is true, complete and correct.
July 26, 1995 By: /s/Robert Edwards
Robert Edwards
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
