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. 2)(1)
COMMODORE APPLIED 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)
202630 10 9
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(CUSIP Number)
January 2, 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 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 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the
Act.
Page 1 of 8 Pages
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CUSIP No. 202630 10 9 Page 2 of 8 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 Shares Beneficially Owned by Each Reporting Person With
(5) Sole Voting Power:
8,198,144
(6) Shared Voting Power:
-0-
(7) Sole Dispositive Power:
8,198,144
(8) Shared Dispositive Power:
-0-
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
8,198,144
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(10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares |_|
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(11) Percent of Class Represented by Amount in Row (9)
34.6%(1)
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(12) Type of Reporting Person
CO
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(1) Calculated on the basis of 23,702,263 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. 202630 10 9 Page 3 of 8 Pages
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(1) Names of Reporting Persons Bentley J. Blum
I.R.S. Identification No. of Above Persons
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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 Shares Beneficially Owned by Each Reporting Person With
(5) Sole Voting Power:
70,000(1)
(6) Shared Voting Power:
8,198,144(2)
(7) Sole Dispositive Power:
70,000(1)
(8) Shared Dispositive Power:
8,198,144(2)
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person`
8,268,144
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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)
34.9%(3)
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(12) Type of Reporting Person
IN
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(1) Represents 70,000 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 8,198,144 shares of Common Stock of the Issuer owned directly
by Commodore Environmental Services, Inc. ("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.
(3) Calculated on the basis of 23,702,263 shares of Common Stock of Issuer
outstanding on December 31, 1998.
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CUSIP No. 202630 10 9 Page 4 of 8 Pages
Item 1(a). Name of Issuer:
COMMODORE APPLIED TECHNOLOGIES, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
150 East 58th Street, Suite 3400
New York, New York 10155
Item 2(a). Name of Person Filing:
(i) Commodore Environmental Services, Inc.
(ii) Bentley J. Blum
Item 2(b). Address or 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 No.:
202630 10 9
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CUSIP No. 202630 10 9 Page 5 of 8 Pages
Item 3. If This Statement is Filed Pursuant to Rule 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:
8,198,144 shares
(b) Percent of class:
34.6%(1)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
8,198,144
(ii) Shared power to vote or to direct the vote
-0-
(iii) Sole power to dispose or to direct the disposition of
8,198,144
(iv) Shared power to dispose or to direct the disposition of
-0-
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(1) Calculated on the basis of 23,702,263 shares of Common Stock of Issuer
outstanding on December 31, 1998.
<PAGE>
CUSIP No. 202630 10 9 Page 6 of 8 Pages
I. Bentley J. Blum:
(a) Amount beneficially owned:
8,268,144 shares
(b) Percent of class:
34.9%(1)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
70,000(2)
(ii) Shared power to vote or to direct the vote
8,198,144(3)
(iii) Sole power to dispose or to direct the disposition of
70,000(2)
(iv) Shared power to dispose or to direct the disposition of
8,198,144(3)
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(1) Calculated on the basis of 23,702,263 shares of Common Stock of Issuer
outstanding on December 31, 1998.
(2) Represents 70,000 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 8,198,144 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.
<PAGE>
CUSIP No. 202630 10 9 Page 7 of 8 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.
February 9, 1999 /s/ Bentley J. Blum
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BENTLEY J. BLUM
COMMODORE ENVIRONMENTAL SERVICES, INC.
February 9, 1999 By: /s/ Andrew P. Oddi
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Andrew P. Oddi, Vice President and Treasurer
Page 8 of 8 Pages
