<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FORWARD INDUSTRIES, INC.
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(Name of Issuer)
COMMON STOCK (.01 PAR VALUE)
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(TITLE OF CLASS OF SECURITIES)
34986210
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(CUSIP Number)
Kenneth Koch, Esq.
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue, New York, NY 10176
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 16, 1998
----------------------------------------------
(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).
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CUSIP NO. 34986210
1 Name of Reporting Person Robert S. Ellin
S.S. or I.R.S. Identification No.
of Above Person
__________________________________________________________________________
2 Check the Appropriate Box if (a) [ ]
a Member of a Group (b) [X]
__________________________________________________________________________
3 SEC Use Only
__________________________________________________________________________
4 Source of Funds PF
__________________________________________________________________________
5 Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
__________________________________________________________________________
6 Citizenship or Place of Organization U.S.A.
__________________________________________________________________________
7 Sole Voting Power 17,500 shares
___________________________________________________
Number of Shares 8 Shared Voting Power 288,500 shares including
91,500 shares underlying
warrants
Beneficially Owned by ___________________________________________________
Reporting Person With
9 Sole Dispositive Power 17,500 shares
___________________________________________________
10 Shared Dispositive Power 288,500 shares including
91,500 shares underlying
warrants
__________________________________________________________________________
11 Aggregate Amount Beneficially
Owned By Each Reporting Person 306,000 shares
__________________________________________________________________________
12 Check box if the aggregate Amount
in Row (11) Excludes Certain Shares [X]
__________________________________________________________________________
13 Percent of Class Represented
Amount in Row (11) 6.3%
__________________________________________________________________________
14 Type of Reporting Person IN
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CUSIP NO. 34986210
1 Name of Reporting Person Robert Ellin Family 1997 Trust
S.S. or I.R.S. Identification No.
of Above Person
__________________________________________________________________________
2 Check the Appropriate Box if (a) [ ]
a Member of a Group (b) [X]
__________________________________________________________________________
3 SEC Use Only
__________________________________________________________________________
4 Source of Funds PF
__________________________________________________________________________
5 Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
__________________________________________________________________________
6 Citizenship or Place of Organization U.S.A.
__________________________________________________________________________
7 Sole Voting Power 37,500 shares
__________________________________________________
Number of Shares 8 Shared Voting Power
Beneficially Owned by __________________________________________________
Reporting Person With 9 Sole Dispositive Power 37,500 shares
__________________________________________________
10 Shared Dispositive Power
__________________________________________________________________________
11 Aggregate Amount Beneficially
Owned By Each Reporting Person 37,500 shares
__________________________________________________________________________
12 Check box if the aggregate Amount
in Row (11) Excludes Certain Shares [ ]
__________________________________________________________________________
13 Percent of Class Represented
Amount in Row (11) 0.7%
__________________________________________________________________________
14 Type of Reporting Person 00
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CUSIP NO. 34986210
1 Name of Reporting Person Atlantis Equities, Inc.
S.S. or I.R.S. Identification No.
of Above Person
__________________________________________________________________________
2 Check the Appropriate Box if (a) [ ]
a Member of a Group (b) [X]
__________________________________________________________________________
3 SEC Use Only
__________________________________________________________________________
4 Source of Funds WC
__________________________________________________________________________
5 Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
__________________________________________________________________________
6 Citizenship or Place of Organization New York
__________________________________________________________________________
7 Sole Voting Power
__________________________________________________
Number of Shares 8 Shared Voting Power 280,500 shares including
91,500 shares underlying
warrants
Beneficially Owned by __________________________________________________
Reporting Person With
9 Sole Dispositive Power
__________________________________________________
10 Shared Dispositive Power 280,500 shares including
91,500 shares underlying
warrants
__________________________________________________________________________
11 Aggregate Amount Beneficially
Owned By Each Reporting Person
__________________________________________________________________________
12 Check box if the aggregate Amount
in Row (11) Excludes Certain Shares [ ]
__________________________________________________________________________
13 Percent of Class Represented
Amount in Row (11) 5.7%
__________________________________________________________________________
14 Type of Reporting Person CO
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<PAGE>
CUSIP NO. 34986210
1 Name of Reporting Person Robert Ellin Profit Sharing Plan
S.S. or I.R.S. Identification No.
of Above Person
__________________________________________________________________________
2 Check the Appropriate Box if (a) [ ]
a Member of a Group (b) [X]
__________________________________________________________________________
3 SEC Use Only
__________________________________________________________________________
4 Source of Funds 00
__________________________________________________________________________
5 Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
__________________________________________________________________________
6 Citizenship or Place of Organization U.S.A.
__________________________________________________________________________
7 Sole Voting Power
__________________________________________________
Number of Shares 8 Shared Voting Power 8,000 shares
Beneficially Owned by __________________________________________________
Reporting Person With
9 Sole Dispositive Power
__________________________________________________
10 Shared Dispositive Power 8,000 shares
__________________________________________________________________________
11 Aggregate Amount Beneficially
Owned By Each Reporting Person 8,000 shares
__________________________________________________________________________
12 Check box if the aggregate Amount
in Row (11) Excludes Certain Shares [ ]
__________________________________________________________________________
13 Percent of Class Represented
Amount in Row (11) 0.1%
__________________________________________________________________________
14 Type of Reporting Person EP
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<PAGE>
Item 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement relates
is the common stock, $.01 per share par value (the "Common Stock"), of Forward
Industries, Inc., a New York corporation (the "Company"). The principal
executive offices of the Company are located at 400 Post Avenue, Westbury, New
York 11590.
Item 2. IDENTITY AND BACKGROUND.
(a) The name of the persons filing (the "Filing Persons") this Schedule
are Robert S. Ellin ("Ellin"), Robert Ellin Profit Sharing Plan (the
"Plan"), Atlantis Equities, Inc. ("Atlantis") and Robert Ellin Family
1997 Trust (the "Trust").
(b) The business address of each of the Filing Persons except for the
Trust is c/o Atlantis Equities, Inc., 750 Lexington Avenue, New York,
New York 10022. The business address of the Trust is Marvin Ellin,
Trustee, 106 Central Park South, New York, New York 10019.
(c) Mr. Ellin is the sole officer and director of, and his principal
occupation is serving as such for, Atlantis, a merchant banking firm.
Mr. Ellin's wife ("Ms. Ellin") is the sole stockholder of Atlantis.
(d) None of the Filing Persons, Marvin Ellin nor Ms. Ellin have been
convicted during the past five years in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the Filing Persons, Marvin Ellin nor Ms. Ellin have been,
during the last five years, a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and has not
and is not 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.
(f) Mr. Ellin, Ms. Ellin and Marvin Ellin are each citizens of the United
States and Atlantis is a New York corporation.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of the funds used for purchases made by (a) Mr. Ellin were
personal funds (b) Atlantis were working capital, and (c) the Trust and the Plan
were funds contributed by or for the benefit of the beneficiaries thereof.
Item 4. PURPOSE OF TRANSACTION.
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On September 16, 1998, Atlantis purchased 50,000 shares of Common Stock on
the open market. Such purchases were made for investment.
Except as provided herein, the Filing Persons have no plans or proposals
which would relate to or would result in:
(a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company;
(c) a sale or transfer of a material amount of assets of the Company;
(d) any change in the present board of directors or management of the
Company;
(e) any material change in the present capitalization or dividend
policy of the Company;
(f) any other material change in the Company's business or corporate
structure;
(g) changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) causing a class of securities of the Company to be delisted from
a national securities exchange or cease to be authorized to be quoted on an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities Act
of 1933; or
(j) any action similar to those enumerated above.
The Filing Persons intend to evaluate their investments in the securities
of the Company and may, from time to time, acquire additional such securities or
dispose of such securities. Mr. Ellin has introduced the Company to an
individual that Mr. Ellin has proposed join the management of the Company. See
also Item 6.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The equity securities to which this statement relates consists of
343,500 shares of Common Stock, including (i) 189,000 shares of Common Stock
owned by Atlantis (ii) 91,500 shares of Common Stock issuable upon the exercise
of Class B warrants (the "Warrants") held by Atlantis, (iii) 37,500 shares of
Common Stock owned by the Trust, of which Mr. Ellin's father is the trustee and
of which his minor children are the beneficiaries, (iv) 17,500 shares of Common
Stock owned by Mr. Ellin, and (v) 8,000 shares of Common Stock owned by the
Plan, of which Mr. Ellin is the beneficiary. These equity securities represent
approximately 7.0% of the outstanding shares of
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Common Stock. The Class B Warrants are currently exercisable at $5.00 per share
and expire on December 11, 1998. The foregoing does not include shares of
Common Stock underlying warrants (the "Private Placement Warrants") which do not
become exercisable until December 9, 1999 and are therefore exercisable until
March 15, 1999 at $4.00 per share. Mr. Ellin, Atlantis and the Plan own
Private Placement Warrants to purchase 108,000, 15,000 and 75,000 shares of
Common Stock, respectively. In addition, Mr. Ellin and the Plan also own
certain promissory notes (the "Notes") bearing interest at a rate of 10% per
annum and due on December 4, 1998 which the Company has the option of converting
into shares of Common Stock and Private Placement Warrants at the rate of 20,000
shares of Common Stock and Private Placement Warrants to purchase 30,000 shares
of Common Stock for each $10,000 principal amount of Notes. Mr. Ellin owns
$36,000 principal amount of the Notes (which, if converted by the Company, would
represent 72,000 shares of Common Stock and Private Placement Warrants to
purchase 108,000 shares of Common Stock), Atlantis owns $5,000 principal amount
of the Notes (which if converted by the Company would represent 10,000 shares of
Common Stock and Private Placement Warrants to purchase 15,000 shares of Common
stock) and the Plan owns $25,000 principal amount of the Notes (which, if
converted would represent 50,000 shares of Common Stock and Private Placement
Warrants to purchase 75,000 shares of Common Stock), none of which is included
above.
(b) Mr. Ellin has the sole power to vote and dispose of the Common
Stock owned by him and shares such power with Atlantis and the Plan. Mr.
Ellin's father has the sole power to vote and dispose of the Common Stock owned
by the Trust. Mr. Ellin disclaims beneficial ownership of the Common Stock
owned by the Trust.
(c) During the 60 days preceding the filing of this report, the only
transactions involving Common Stock were as follows:
During the past 60 days, Atlantis has made open market purchases and
sales of the Common Stock as set forth below:
<TABLE>
<CAPTION>
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Date Number of Shares Price Per Share Purchase or Sale
- ---- ---------------- --------------- ----------------
<S> <C> <C> <C>
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July 23, 1998 1,000 $ 2.45 Sale
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July 23, 1998 4,000 $ 2.72 Sale
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July 23, 1998 3,000 $ 2.72 Sale
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July 27, 1998 5,000 $ 2.02 Purchase
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August 6, 1998 5,000 $ 2.03 Purchase
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August 7, 1998 20,000 $ 2.07 Purchase
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August 25, 1998 10,000 $ 1.22 Purchase
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August 26, 1998 5,000 $ 1.22 Purchase
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August 27, 1998 7,500 $ 1.28 Purchase
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August 31, 1998 10,000 $ 1.04 Purchase
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</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C>
September 2, 1998 50,000 $ 1.04 Purchase
September 14, 1998 10,000 $ 1.03 Purchase
September 16, 1998 50,000 $ 1.02 Purchase
</TABLE>
In addition, on July 31, 1998, Atlantis made open market purchases of Class
B Warrants to purchase 91,950 shares of Common Stock at a purchase price of 12.7
cents per Class B Warrant (an aggregate of $11,702.65).
On August 11, 1998, Mr. Ellin made a privately negotiated purchase, for
$22,500, from an individual of one half unit consisting of 15,000 shares of
Common Stock, Private Placement Warrants to purchase 15,000 shares of Common
Stock and $5,000 principal amount of Notes.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER. The terms of the Notes, Private
Placement Warrants and the Class B Warrants are described above. In
connection with the private placement of approximately 56 units (each
unit consisting of 30,000 shares of Common Stock, Private Placement
Warrants to purchase up to 30,000 shares of Common Stock and a Note in
the principal amount of $10,000) in May through December 1997, the
Company entered into a Registration Rights Agreement for the benefit
of the investors (including Mr. Ellin) pursuant to which it has
registered the shares of Common Stock included in the Units and
underlying the Private Placement Warrants and the Notes (including the
shares of Common Stock underlying Private Placement Warrants issuable
upon conversion of the Notes). Mr. Ellin has also had discussions
with the Company concerning the possibility of his becoming a
consultant to the Company; however, the Company and Mr. Ellin have not
reached any agreement as to any such consulting agreement and there
can be no assurance that any such agreement will be reached.
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement
2. Convertible Promissory Note (incorporated by reference to Exhibit
4.3 of the Company's Registration Statement on Form S-3 filed with the
Securities Exchange Commission December 9, 1998).
3. Private Placement Warrants (incorporated by reference to Exhibit
4.3 of the Company's Registration Statement on Form S-3 filed with the
Securities Exchange Commission December 9, 1998).
4. Warrant Agreement dated October 20, 1994 between the Company and
Mellon Securities Trust Company (incorporated by reference to Exhibit
3(b) to the Company's Registration Statement on Form S-B)
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<PAGE>
5. Registration Rights Agreement (incorporated by reference to
Exhibit 4.3 of the Company's Registration Statement on Form S-3 filed
with the Securities Exchange Commission December 9, 1998).
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
correct and complete.
Dated: September 29, 1998 /s/ Robert S. Ellin
--------------------------------
Robert S. Ellin
ROBERT ELLIN 1997 FAMILY TRUST
By: /s/ Marvin Ellin
--------------------------
Marvin Ellin, Trustee
ATLANTIS EQUITIES, INC.,
By: /s/ Robert S. Ellin
--------------------------
Robert S. Ellin, President
ROBERT ELLIN 1997 PROFIT
SHARING PLAN
By: /s/ Robert S. Ellin
--------------------------
Robert S. Ellin, Trustee
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<PAGE>
Exhibit 1
The Undersigned agree that this Statement on Schedule 13D with respect to
the Common Stock, without par value, of Forward Industries, Inc., to which this
agreement is attached and any amendments thereto are filed on behalf of them.
This agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall constitute one
instrument.
Dated: September 29, 1998 /s/ Robert S. Ellin
--------------------------------
Robert S. Ellin
ROBERT ELLIN 1997 FAMILY TRUST
By: /s/ Marvin Ellin
--------------------------
Marvin Ellin, Trustee
ATLANTIS EQUITIES, INC.,
By: /s/ Robert S. Ellin
--------------------------
Robert S. Ellin, President
ROBERT ELLIN 1997 PROFIT
SHARING PLAN
By: /s/ Robert S. Ellin
--------------------------
Robert S. Ellin, Trustee
