<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*FINAL
Under the Securities Exchange Act of 1934
HELIONETICS, INC.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
423276609
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(CUSIP Number of Class of Securities)
Michael J. Kaplan, Esq.
General Counsel
Individual Investor Group, Inc.
1633 Broadway, 38th Floor
New York, New York 10019
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 12, 1996
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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: [ ]
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 owenership
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 five percent or less of such class.)(See Rule
13d-7.)
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).
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SCHEDULE 13D
CUSIP No. 423276609
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WisdomTree Associates, L.P. I.D. #13-3729429
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0 shares of Common Stock
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares of Common Stock
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
0 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0 shares of Common Stock
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
*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
CUSIP No. 423276609
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WisdomTree Offshore, Ltd. ID#13-3729429
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7 SOLE VOTING POWER
0 shares of Common Stock
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares of Common Stock
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
0 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0 shares of Common Stock
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*
OO
*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
CUSIP No. 423276609
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WisdomTree Capital Management, Inc. I.D. #13-3729429
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0 shares of Common Stock
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares of Common Stock
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
0 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0 shares of Common Stock
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*
CO
*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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Item 1. Security and Issuer.
This Statement on Schedule 13D, dated November 13, 1996,
relates to the common stock, no par value (the "Common Stock") of Helionetics,
Inc., a corporation organized under the laws of the State of Delaware (the
"Company"), and is being filed pursuant to Rule 13d-1 under the Securities
Exchange Act of 1934, as amended. This filing is Amendment #1 to the original
filing in this Statement dated November 5, 1996, and this Statement is made by
WisdomTree Associates, L.P., WisdomTree Offshore, Ltd., and WisdomTree Capital
Management, Inc. The address of the principal executive office of the Company
is 6849 Hayvenhurst Avenue, Van Nuys, California 91406. As reported in its
Form 10-Q for the fiscal quarter ended June 30, 1996, as of July 31, 1996 the
Company had 5,200,420 shares of Common Stock outstanding.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on November 12, 1996, WTAssociates
was the record owner and had direct beneficial ownership of 0 shares, or 0%, of
the outstanding Common Stock.
As of the close of business on November 12, 1996, WTOffshore
was the record owner and had direct beneficial ownership of 0 shares, or 0% of
the outstanding Common Stock.
(b) To the best knowledge of the Reporting Entities, as of the
date hereof, no person or entity included in Item 2 shares in the power to vote
or direct the vote or the power to dispose or direct the disposition of any
shares of Common Stock.
(c) Information concerning transactions in Common Stock effected
by the Reporting Entities during the last sixty (60) days and not previously
reported on this Statement is set forth in Exhibit A hereto and is incorporated
by reference; all of such transactions were effected in open market
transactions. Except as set forth in Exhibit A, no transactions in Common
Stock have been effected by any of the Reporting Entities or, to the best
knowledge of the Reporting Entities, by any of the person or entities included
in Item 2.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Transactions in Common Stock
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SIGNATURES
After reasonable inquiry and to the best of our knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: November 13, 1996 WISDOMTREE ASSOCIATES, L.P.
By: Wisdom Tree Capital Management, Inc.
General Partner
By: /s/ Scot Rosenblum
Name: Scot Rosenblum
Title: Vice President
Dated: November 13, 1996 WISDOMTREE OFFSHORE, LTD.
By: /s/ Scot Rosenblum
Name: Scot Rosenblum
Title: Director
Dated: November 13, 1996 WISDOMTREE CAPITAL MANAGEMENT, INC.
By: /s/ Scot Rosenblum
Name: Scot Rosenblum
Title: Vice President
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EXHIBIT A
WisdomTree Associates, L.P.
Date Per Share $ Price # Shares Acquired (Disposed)
11/05/96 1.00 10,000
11/06/96 1.00 10,000
11/07/96 .98 27,500
11/08/96 1.00 5,000
11/12/96 .40 (410,500)
WisdomTree Offshore, Ltd.
Date Per Share $ Price # Shares Acquired (Disposed)
11/12/96 .40 (25,000)
