UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SCHERER HEALTHCARE, INC.
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(Name of issuer)
Common Stock, $.01 Par Value
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806530-10-1
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(Cusip Number)
Bruce L. Newberg Jon Brooks
11601 Wilshire Boulevard 265 East 66th Street, #25F
Los Angeles, CA 90025 New York, NY 10021
-with copies to-
Joseph F. Mazzella, Esq.
Lane Altman & Owens LLP
101 Federal Street
Boston, Massachusetts 02110
(617) 345-9800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 9, 1999
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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 box [ ].
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).
<PAGE>
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CUSIP No. 806530-10-1 SCHEDULE 13D Page 2 of 8 Pages
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
BRUCE L. NEWBERG
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC, OO
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5. CHECK BOX 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
USA
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7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 203,748.78
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0
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10. SHARED DISPOSITIVE POWER
203,748.78
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
203,748.78
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
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14. TYPE OF REPORTING PERSON
IN
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*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.
<PAGE>
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CUSIP No. 806530-10-1 SCHEDULE 13D Page 3 of 8 Pages
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
JON BROOKS
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF
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5. CHECK BOX 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
USA
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7. SOLE VOTING POWER
121,425
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 121,425
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
121,425
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
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14. TYPE OF REPORTING PERSON
IN
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*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.
<PAGE>
CUSIP No. 806530-10-1 SCHEDULE 13D Page 4 of 8 Pages
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THIS SCHEDULE 13D AMENDS AND REPLACES THAT CERTAIN SCHEDULE 13G FILED ON BEHALF
OF THE REPORTING PERSONS NAMED HEREIN ON APRIL 8, 1998.
ITEM 1. SECURITY AND ISSUER
Securities acquired: Common Stock, par value $.01 ("Common Stock")
Issuer: Scherer Healthcare, Inc.
Principal Executive Offices: 120 Interstate North Parkway, SE
Suite 305
Atlanta, GA 30339
ITEM 2. IDENTITY AND BACKGROUND
(a, (b), (c) and (f) This Schedule is being filed jointly by the
following reporting persons (hereinafter sometimes collectively referred to as
the "Reporting Persons") pursuant to an Agreement of Joint Filing attached
hereto as Exhibit A:
(i) Bruce L. Newberg is an individual with a business address of
1160 Wilshire Boulevard, Los Angeles, CA 90025, whose
principal occupation is as a private investor and as a
controlling person of Sonoma Capital Partners, LLC, a
privately owned limited liability company which is in the
business of purchasing for investment and trading purposes,
securities and other financial instruments.
(ii) Jon Brooks is an individual residing at 265 East 66th Street,
#25F, New York, New York 10021 whose principal occupation is
as head trader of a money management firm having a business
address at 450 Park Avenue, New York, New York 10022.
(d) No events have occurred which would be required to be reported
under the provisions of this Item.
(e) No events have occurred which would be required to be reported
under the provisions of this Item.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
The source and amount of funds used to acquire the Common Stock
beneficially owned by each Reporting Person is as follows:
(A) The 203,747.78 shares of Common Stock reported herein as
beneficially owned by Bruce L. Newberg consists of (i) 200,000 shares
beneficially owned by him as co-trustee, together with his wife, of The
Newberg Family Trust u/d/t December 18, 1990 (the "Trust"), and (ii)
3,747.78 shares which represent one-half of the Common Stock of the
Issuer which may be acquired upon conversion of shares of Convertible
Preferred Stock thereof held by a general partnership in which Mr.
Newberg has a 50% interest.
The source of the funds used by Mr. Newberg to purchase Common Stock
on behalf of the Trust was trust corpus. The approximate aggregate
amount of funds used to purchase such securities for the Trust was
$350,000. All such securities were acquired by Mr. Newberg for the
Trust in an open market purchase.
No funds were used to purchase the Convertible Preferred Stock which is
the basis of the remaining shares of Common Stock reported herein as
beneficially owned by Mr. Newberg. Such Convertible Preferred Shares
were received by the partnership of which Mr. Newberg is a partner in
an exchange offer transaction completed in fiscal 1994 pursuant to
which holders of certain indebtedness of Marquest Medical Products,
Inc. were given shares of the Issuer's preferred stock.
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CUSIP No. 806530-10-1 SCHEDULE 13D Page 5 of 8 Pages
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(B) The source of funds used by Jon Brooks to purchase Common Stock of
the Issuer were principal in an individual retirement account for the
benefit of Mr. Brooks and other personal funds. The approximate
aggregate amount of funds from IRA principal was $228,704.23; the
approximate amount of other personal funds was $138,230.
ITEM 4. PURPOSE OF THE TRANSACTION
Each of the Reporting Persons has separately purchased the Issuer's securities
for investment purposes. The event being reported on herein is the understanding
reached between the Reporting Persons to act together for the purpose of
exercising shareholder rights of inspection of the Issuer's records under
Delaware law, to cause the Issuer's Board to fully investigate and correct
possible breaches of fiduciary duty by directors, including Robert Scherer, the
Issuer's Chief Executive Officer, and to fairly evaluate and explore offers by
third parties which could result in the sale of the Issuer.
Mr. Bruce Newberg has delivered to the Issuer on behalf of the Trust, a demand
to inspect the Issuer's books and records in order to evaluate, among other
things, actions taken or considered by the Issuer's Board in response to
proposals of third parties to acquire Scherer Healthcare; investigations or
actions taken, if any, concerning use or misuse of corporate assets; and
investigations concerning allegations made in a civil suit against Mr. Scherer,
which suit is described in the Issuer's Form 10-K Report. Mr. Newberg has also
delivered to the Board a demand letter, given under Delaware law, that the Board
investigate any claims that the Issuer may have against Mr. Scherer, and that
such claims, if any, be pursued.
Mr. Jon Brooks attended the Issuer's Annual Meeting of Shareholders on September
15, 1999, and, after being informed that shareholders would not be permitted to
ask questions at the meeting, delivered to the Board of Directors a letter
requesting that the Board disclose to all shareholders any offers received for
the sale of the Issuer, any reasons such sale was not explored or negotiated,
and any plans for any future sale of the Issuer or other significant transaction
that would benefit shareholders. Such letter also requested information about
the Board's actions, or failure to act, to investigate and deliberate on
allegations made by a former employee against Mr. Scherer.
The Reporting Persons have agreed to share, in undetermined amounts and
proportions, expenses related to any actions that may be taken by them to
enforce their rights as shareholders. The actions taken above may lead to a
change of control of the Issuer, a change in its management, or other
significant transaction.
The Reporting Persons, or either of them individually, may communicate with
other shareholders, with management, and with third parties, including potential
purchasers, with respect to their investments and their proposals regarding the
Company. The Reporting Persons may modify their proposals and intentions based
upon developments in the Issuer's business, discussions with the Issuer, actions
of management or a change in market or other conditions. The Reporting Persons
will continually monitor and evaluate their investment position, or may take
other steps, change their intentions, or trade in the Issuer's securities at any
time, or from time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) The beneficial ownership and voting and dispositive power
of each of the Reporting Persons over Common Stock of the Issuer as of the date
hereof is as follows:
(i) The Reporting Persons together may be deemed to beneficially
own 325,172.78 shares of Common Stock, constituting
approximately 7.5% of the shares outstanding.
(ii) (A) Mr. Newberg has purchased no shares of Common Stock of the
Issuer solely for his own account. However, Mr. Newberg may be
deemed to have shared voting and dispositive power
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CUSIP No. 806530-10-1 Page 6 of 8 Pages
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over the 200,000 shares representing 4.6% of Common Stock of
the Issuer beneficially owned by the Trust of which he is a
Trustee.
In addition to the above, Mr. Newberg may be deemed to have
shared voting power over 3,747.78 shares of Common Stock of
the Issuer representing 0.1% by virtue of being a 50% partner
of the general partnership which has the right to receive
7,495.56 shares of Common Stock of teh Issuer upon conversion
of the Convertible Preferred Stock thereof owned by it.
Jon Brooks is the beneficial owner of 121,425 shares
representing 2.8% of the Common Stock of the Issuer. 52,025
shares are owned by Mr. Brooks individually; 69,400 shares are
owned by an Individual Retirement Account for his benefit.
The number of shares beneficially owned and the percentage of
outstanding shares represented thereby, for each of the Reporting Persons, have
been computed in accordance with Rule 13D-3 under the Securities Exchange Act of
1934, as amended. The percentages of ownership described above are based on an
aggregate 4,336,234 shares of Common Stock reported outstanding by the Issuer in
its Form 10-Q filed on August 16, 1999. Beneficial ownership of shares held or
controlled by Mr. Newberg is hereby disclaimed by Mr. Brooks. Beneficial
ownership of shares held or controlled by Mr. Brooks is hereby disclaimed by Mr.
Newberg.
(c) There have been no transactions in the class of Securities reported
on herein effected by either of the Reporting Persons within the last 60 days
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than as described herein, there are no other contracts,
arrangements, relationships or understandings between the Reporting Persons with
respect to the Common Stock of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Agreement of Joint Filing
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CUSIP No. 806530-10-1 Page 7 of 8 Pages
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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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
Date: September 17, 1999 /S/ Bruce L. Newberg
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Bruce L. Newberg
Date: September 17, 1999 /S/ Jon Brooks
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Jon Brooks
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CUSIP No. 806530-10-1 Page 8 of 8 Pages
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EXHIBIT A
AGREEMENT OF JOINT FILING
SCHERER HEALTHCARE, INC.
COMMON STOCK PAR VALUE $.01
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the join filing on behalf of each of them of a Statement on Schedule 13D and
any and all amendments thereto, with respect to the above referenced securities
and that this Agreement be included as an Exhibit to such filing.
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 be
deemed to constitute one and the same Agreement.
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
this 17th day of September, 1999.
By: /s/ Bruce L. Newberg
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Bruce L. Newberg
By: /s/ Jon Brooks
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Jon Brooks
