WYANT CORP
SC 13D/A, 2000-01-06
CONVERTED PAPER & PAPERBOARD PRODS (NO CONTANERS/BOXES)
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                                (Amendment No. 2)

                               Wyant Corporation.
                             ----------------------
                                (Name of Issuer)

                     Common Stock, Par Value $.01 Per Share
                    ----------------------------------------
                         (Title of Class of Securities)

                                    982855108
                                ----------------
                                 (CUSIP Number)

                               Donald C. MacMartin
                                 Wood Wyant Inc.
                                1475 32nd Avenue
                            Lachine (Quebec) H8T 3J1
                                  514-636-9926
          -----------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                 With a copy to:
                           Kenneth E. Adelsberg, Esq.
                       Winthrop, Stimson, Putnam & Roberts
                             One Battery Park Plaza
                          New York, New York 10004-1490
                                 (212) 858-1000

                                December 16, 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 that is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), (f) or (g), check the following: |_|

                         (Continued on following pages)
                               (Page 1 of 5 Pages)


<PAGE>   2



CUSIP NO. 982855108                        13D                 Page 2 of 5 Pages
- ------------------------------------------------------------------------------

         1)       NAME OF REPORTING PERSON

                  Donald C. MacMartin
- ------------------------------------------------------------------------------
         2)       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                  N/A
- ------------------------------------------------------------------------------
         3)       SEC USE ONLY

- ------------------------------------------------------------------------------
         4)       SOURCE OF FUNDS

                  PF
- ------------------------------------------------------------------------------
         5)       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
                  PURSUANT TO ITEMS 2(d) OR 2(e)

                  N/A
- ------------------------------------------------------------------------------
         6)       CITIZENSHIP OR PLACE OF ORGANIZATION

                  Canada
- ------------------------------------------------------------------------------
NUMBER OF                  7        SOLE VOTING POWER
SHARES                              57,600 shares, plus rights to acquire an
                                    additional 146,668 shares through exercise
                                    of options

BENEFICIALLY               8        SHARED VOTING POWER
OWNED BY                                    0

EACH PERSON                9        SOLE DISPOSITIVE POWER
                                    57,600 shares, plus rights to acquire an
                                    additional 146,668 shares through exercise
                                    of options

WITH                      10        SHARED DISPOSITIVE POWER
                                             0
- ------------------------------------------------------------------------------


<PAGE>   3


CUSIP NO. 982855108                        13D                 Page 3 of 5 Pages

         11)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  57,600 shares, plus rights to acquire an additional 146,668
                  shares through exercise of options
- ------------------------------------------------------------------------------
         12)      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
                  SHARES

                  N/A
- ------------------------------------------------------------------------------
         13)      PERCENTAGE OF CLASS REPRESENTED BY AMOUNT ON ROW (11)

                  8.45%
- ------------------------------------------------------------------------------
         14)      TYPE OF REPORTING PERSON

                  IN
- ------------------------------------------------------------------------------


<PAGE>   4



CUSIP NO. 982855108                        13D                 Page 4 of 5 Pages

                                 AMENDMENT NO.2
                                 TO SCHEDULE 13D

         The Items identified below are amended. Capitalized terms used herein
which have not been defined shall have the meaning ascribed to them in the
initial filing of the Schedule 13D dated November 18, 1997. On May 21, 1998 the
Company effected a 4 for 3 stock split. All numbers stated below reflect such
stock split.

Item 1. Security and Issuer.

          The Company's principal executive office is located at 1170 U. S.
Highway 22 East, Suite 203, Bridgewater, New Jersey 08807.

Item 4. Purpose of Transaction.

         The purpose of the acquisition of securities of the Company is
investment. In connection with his duties as President and Chief Executive
Officer of the Company, Mr. MacMartin has received options to purchase a total
of 146,668 shares of Common Stock. Currently, Mr. MacMartin holds 57,600 shares
of Common Stock, plus options to purchase an additional 146,668 shares of Common
Stock. Mr. MacMartin has no plans or proposals of the type described in Item 4.

Item 5. Interest in Securities of the Issuer.

         (a) As of the close of business on December 16, 1999, Mr. MacMartin
beneficially owned 57,600 shares of Common Stock, and beneficially owned options
to purchase an additional 146,668 shares of Common Stock. The shares of Common
Stock owned by Mr. MacMartin, together with the additional shares of Common
Stock obtainable pursuant to the exercise of options held by Mr. MacMartin,
represent approximately 8.45% of the outstanding shares of Common Stock, based
on 2,270,617 shares of Common Stock outstanding, plus 146,668 shares of Common
Stock issuable pursuant to the exercise of the options held by Mr. MacMartin, in
each case as of December 16, 1999.

         (b)  Mr. MacMartin has sole power to direct the vote and the
disposition of the securities referenced in clause (a) above.

         (c)  On December 16, 1999, Mr. MacMartin purchased 10,000 shares of
Common Stock.  The purchase was effected by First Wilshire Securities, Pasadena,
California.  Mr. MacMartin purchased the 10,000 shares of Common Stock at a
price of $1.5126 per share.

         (d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
shares of Common Stock.

         (e)  Not applicable.

<PAGE>   5

CUSIP NO. 982855108                        13D                 Page 5 of 5 Pages

         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.

Date:  January 5, 2000

By:  /s/ Donald C. MacMartin
        Name:  Donald C. MacMartin
        Title:  President, Chief Executive Officer



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