SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)(1)
COMMODORE SEPARATION TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
202909 10 7
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(CUSIP Number)
September 28, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
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(1) 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 the disclosures provided in a prior cover page.
The information required in 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 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the
Act.
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CUSIP No. 202909 10 7 Page 2 of 9 Pages
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(1) Names of Reporting Persons Commodore Environmental Services, Inc.
I.R.S. Identification No. of Above Persons (Entities Only) 87-027-5043
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(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|_|
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(3) SEC use only
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(4) Citizenship or Place of Organization
Delaware
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Number of (5) Sole Voting Power 10,000,000(1)
Shares Bene- -------------------
ficially (6) Shared Voting Power -0-
Owned by -------------------
Each Report- (7) Sole Dispositive Power 10,000,000(1)
ing Person -------------------
With (8) Shared Dispositive Power -0-
-------------------
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
10,000,000
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares |_|
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(11) Percent of Class Represented by Amount in Row (9).
86.8%(2)
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(12) Type of Reporting Person
CO
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(1) On December 23, 1998, Commodore Applied Technologies, Inc. ("Applied") and
Commodore Environmental Services, Inc., the owner of approximately 34% of
the outstanding shares of Applied common stock ("Environmental"), entered
into a debt repayment agreement (the "Agreement"). Pursuant to the
Agreement, effective on September 28, 1998, Applied transferred 10,000,000
shares of common stock, par value $.001 per share (the "Common Stock"), of
the Issuer, representing approximately 87% of the outstanding shares of
Common Stock, to Environmental as part of a plan to repay certain debt
owed to Environmental. As a result, Environmental owns such shares of
Common Stock directly, rather than indirectly through Applied.
(2) Calculated on the basis of 11,515,575 shares of common stock, par value
$.001 per share (the "Common Stock"), of the Issuer outstanding on
December 31, 1998.
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CUSIP No. 202909 10 7 Page 3 of 9 Pages
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(1) Names of Reporting Persons Bentley J. Blum
I.R.S. Identification No. of Above Persons (Entities Only)
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(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|_|
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(3) SEC Use Only
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(4) Citizenship or Place of Organization U.S.A.
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Number of (5) Sole Voting Power 50,000(1)
Shares Bene- ----------------
ficially (6) Shared Voting Power 10,000,000(2)(3)
Owned by ----------------
Each Report- (7) Sole Dispositive Power 50,000(1)
ing Person ----------------
With (8) Shared Dispositive Power 10,000,000(2)(3)
----------------
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
10,050,000
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares |_|
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(11) Percent of Class Represented by Amount in Row (9).
87.3%(4)
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(12) Type of Reporting Person
IN
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(1) Represents 50,000 shares of Common Stock of the Issuer underlying
currently exercisable stock options granted to Mr. Blum by the Issuer
under the Issuer's 1998 Stock Option Plan.
(2) Represents 10,000,000 shares of Common Stock of the Issuer owned directly
by Environmental as of December 31, 1998, based upon: (a) Mr. Blum's
beneficial ownership of 30,479,737 shares of Environmental common stock
(2,000,000 of which are owned of record by Mr. Blum's spouse) and (b)
4,500,000 shares of Environmental common stock underlying currently
exercisable stock options granted to Mr. Blum by Environmental,
representing together approximately 52.0% of the outstanding shares of
Environmental common stock as of such date. Does not include 450,400 shares
of Environmental common stock owned by Mr. Blum's mother and 385,000 shares
of Environmental common stock owned by Mr. Blum's father. Mr. Blum
disclaims any beneficial interest in the shares of Environmental common
stock owned by his spouse, mother and father. The Board of Directors of
Environmental has the power to direct the vote and to direct the
disposition of the 8,198,144 shares of Common Stock of the Issuer owned
directly by Environmental. Environmental's Board of Directors is currently
composed of two directors, one of which is Mr. Blum. By virtue of Mr.
Blum's beneficial ownership of approximately 52% of the outstanding shares
of Environmental common stock and his position on the Board of Directors of
Environmental, Mr. Blum is deemed to be the indirect beneficial owner of
the shares of the Issuer's Common Stock owned directly by Environmental and
shares voting and dispositive power with the other member of
Environmental's Board of Directors.
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CUSIP No. 202909 10 7 Page 4 of 9 Pages
(3) On December 23, 1998, Applied and Environmental entered into the Agreement.
Pursuant to the Agreement, effective on September 28, 1998, Applied
transferred 10,000,000 shares of Common Stock of the Issuer, representing
approximately 87% of the outstanding shares of Common Stock, to
Environmental as part of a plan to repay certain debt owed to
Environmental. As a result, Environmental owns such shares of Common Stock
directly, rather than indirectly through Applied.
(4) Calculated on the basis of 11,515,575 shares of Common Stock of the Issuer
outstanding on December 31, 1998.
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CUSIP No. 202909 10 7 Page 5 of 9 Pages
Item 1(a). Name of Issuer:
COMMODORE SEPARATION TECHNOLOGIES, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
3240 Town Point Drive, Suite 200
Kennesaw, Georgia 30144
Item 2(a). Name of Persons Filing:
(i) Commodore Environmental Services, Inc.
(ii) Bentley J. Blum
Item 2(b). Address of Principal Business Office or, if None, Residence:
(i) Commodore Environmental Services, Inc.:
150 East 58th Street, Suite 3400
New York, New York 10155
(ii) Bentley J. Blum:
150 East 58th Street, Suite 3400
New York, New York 10155
Item 2(c). Citizenship:
(i) Commodore Environmental Services, Inc.: Delaware
(ii) Bentley J. Blum: U.S.A.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.001 per share
Item 2(e). CUSIP Number:
202909 10 7
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CUSIP No. 202909 10 7 Page 6 of 9 Pages
Item 3. If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Exchange
Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) |_| Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) |_| Investment company registered under Section 8 of the Investment
Company Act.
(e) |_| An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) |_| A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. |_|
Item 4. Ownership.
I. Commodore Environmental Services, Inc.:
(a) Amount beneficially owned: 10,000,000 shares
(b) Percent of class: 86.8%(1)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 10,000,000(2)
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(ii) Shared power to vote or to direct the vote -0-
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(iii) Sole power to dispose or to direct the
disposition of 10,000,000(2)
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(iv) Shared power to dispose or to direct the
disposition of -0-
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(1) Calculated on the basis of 11,515,575 shares of Common Stock of the Issuer
outstanding on December 31, 1998.
(2) On December 23, 1998, Applied and Environmental entered into the Agreement.
Pursuant to the Agreement, effective on September 28, 1998, Applied
transferred 10,000,000 shares of Common Stock of the Issuer, representing
approximately 87% of the outstanding shares of Common Stock, to
Environmental as part of a plan to repay certain debt owed to
Environmental. As a result, Environmental owns such shares of Common Stock
directly, rather than indirectly through Applied.
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CUSIP No. 202909 10 7 Page 7 of 9 Pages
II. Bentley J. Blum:
(a) Amount beneficially owned: 10,050,000 shares
(b) Percent of class: 87.3%(1)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 50,000(2)
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(ii) Shared power to vote or to direct
the vote 10,000,000(3)(4)
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(iii) Sole power to dispose or to direct the
disposition of 50,000(2)
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(iv) Shared power to dispose or to direct
the disposition of 10,000,000(3)(4)
----------------
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(1) Calculated on the basis of 11,515,575 shares of Common Stock of the Issuer
outstanding on December 31, 1998.
(2) Represents 50,000 shares of Common Stock of the Issuer underlying
currently exercisable stock options granted to Mr. Blum by the Issuer
under the Issuer's 1998 Stock Option Plan.
(3) Represents 10,000,000 shares of Common Stock of the Issuer owned directly by
Environmental as of December 31, 1998, based upon: (a) Mr. Blum's beneficial
ownership of 30,479,737 shares of Environmental common stock (2,000,000 of
which are owned of record by Mr. Blum's spouse) and (b) 4,500,000 shares of
Environmental common stock underlying currently exercisable stock options
granted to Mr. Blum by Environmental, representing together approximately
52.0% of the outstanding shares of Environmental common stock as of such
date. Does not include 450,400 shares of Environmental common stock owned by
Mr. Blum's mother and 385,000 shares of Environmental common stock owned by
Mr. Blum's father. Mr. Blum disclaims any beneficial interest in the shares
of Environmental common stock owned by his spouse, mother and father. The
Board of Directors of Environmental has the power to direct the vote and to
direct the disposition of the 8,198,144 shares of Common Stock of the Issuer
owned directly by Environmental. Environmental's Board of Directors is
currently composed of two directors, one of which is Mr. Blum. By virtue of
Mr. Blum's beneficial ownership of approximately 52% of the outstanding
shares of Environmental common stock and his position on the Board of
Directors of Environmental, Mr. Blum is deemed to be the indirect beneficial
owner of the shares of the Issuer's Common Stock owned directly by
Environmental and shares voting and dispositive power with the other member
of Environmental's Board of Directors.
(4) On December 23, 1998, Applied and Environmental entered into the Agreement.
Pursuant to the Agreement, effective on September 28, 1998, Applied
transferred 10,000,000 shares of Common Stock of the Issuer, representing
approximately 87% of the outstanding shares of Common Stock, to
Environmental as part of a plan to repay certain debt owed to
Environmental. As a result, Environmental owns such shares of Common Stock
directly, rather than indirectly through Applied.
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CUSIP No. 202909 10 7 Page 8 of 9 Pages
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following |_|.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
Not applicable.
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SIGNATURE
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.
COMMODORE ENVIRONMENTAL SERVICES, INC.
February 9, 1999 By: /s/ Andrew P. Oddi
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Andrew P. Oddi,
Vice President and Treasurer
February 9, 1999 By: /s/ Bentley J. Blum
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Bentley J. Blum
Page 9 of 9 Pages
