<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. __6___)
REXON INCORPORATED
(Name of Issuer)
Common Stock, Without Par Value
(Title of Class of Securities)
76101-10-7
(CUSIP Number)
Graven Perry Block Brody & Qualls, a Professional Corporation
523 W. 6th Street, Suite 1130, Los Angeles, CA 90014; 213/680-9770
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 5, 1995
(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 / /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the filing 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 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).
(Continued on following page(s))
Page 1 of 4 Pages
<PAGE> 2
CUSIP No. 76101-10-7 13D Page 2 of 4 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL O. PRELETZ (S.S. # ###-##-####)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
N/A (a) / /
(b) / /
3
4 SOURCE OF FUNDS*
N/A
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
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 701,665 (6.6%)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 701,665 (6.6%)
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
701,665 (6.6%)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
701,665 (6.6%)
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
REXON INCORPORATED
AMENDMENT NO. 6
TO
SCHEDULE 13D
FILED BY
MICHAEL O. PRELETZ
This Amendment No. 6 to the Schedule 13D, which was originally filed
with the Securities and Exchange Commission on or about February 1, 1985, and
as subsequently amended by Amendments filed on or about March 31, 1987
(Amendment No. 1), May 27, 1987 (Amendment No. 2), February 22, 1990 (Amendment
No. 3), March 15, 1990 (Amendment No. 4), and March 27, 1991 (Amendment No. 5),
is filed by Michael O. Preletz and relates to the shares of Common Stock, no
par value, of Rexon Incorporated, a Delaware corporation (the "Issuer"). This
Amendment No. 6 hereby amends Item 2 to reflect certain changes and amends Item
5 to reflect revised beneficial ownership resulting from recent sales of the
Issuer's shares held by Mr. Preletz.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Michael O. Preletz
(b) 1334 Park View Avenue, Suite 200
Manhattan Beach, California 90266
(c) Consultant and strategic advisor to various companies
(d) Not applicable
(e) Not applicable
(f) U.S.A.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of October 5, 1995, Mr. Preletz may be deemed to be the
beneficial owner of 701,665 shares of the Common Stock of the Issuer as set
forth below:
<TABLE>
<CAPTION>
NATURE OF BENEFICIAL
OWNERSHIP SHARES PERCENTAGE(3)
-------------------- ---------- ----------
<S> <C> <C>
Direct ownership (stock) 511,780 4.8%
Direct ownership (options) 188,885(1) 1.1%
Indirect Ownership 1,000(2) --
------- ---
TOTAL 701,665 6.6%
- ------------------- ======= ===
</TABLE>
(1) Includes 188,885 shares which Mr. Preletz has the right to acquire
through the exercise of stock options which are presently exercisable
or exercisable within 60 days from the date of this Schedule.
(2) 1,000 shares are held by Mrs. Preletz as trustee for a daughter. Mr.
Preletz disclaims beneficial ownership of these shares.
(3) For purposes of determining the percentage held by Mr. Preletz, such
percentage is based upon 10,376,157 shares of Common Stock of the
Issuer issued and outstanding as of August 1, 1995 and assuming all
188,885 shares subject to exercisable stock options were exercised for
a total of 10,565,042 shares outstanding.
<PAGE> 4
Rexon Incorporated
Amendment No. 6
to Schedule 13D
Michael O. Preletz
(b) Mr. Preletz has direct ownership of 511,780 shares and 188,885
shares subject to options. Mr. Preletz may be deemed to have indirect
beneficial ownership of 1,000 shares held by Mrs. Preletz as Trustee for a
daughter; Mr. Preletz disclaims any beneficial ownership of such shares. See
Item 5(a) above, including the footnotes.
(c) During the last sixty (60) days, Mr. Preletz has effected the
following open market sale transactions:
<TABLE>
<CAPTION>
DATE # OF SHARES PER SHARE
---- ----------- ---------
SOLD PRICE
---- -----
<S> <C> <C>
09/22/95 25,000 $0.5625
09/25/95 30,000 $0.54
09/26/95 20,000 $0.50
09/28/95 32,500 $0.4639
09/29/95 37,500 $0.4375
10/02/95 20,000 $0.5625
10/03/95 10,000 $0.53125
10/05/95 20,000 $0.50
</TABLE>
(d) Inapplicable.
(e) Inapplicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 6 to the Statement
is true, complete and correct.
DATED: October 19, 1995
/s/Michael O. Preletz
---------------------------
Michael O. Preletz
4
