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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
GRADCO SYSTEMS, INC.
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
384111 100
(CUSIP Number)
Bressler, Amery & Ross, P.C.
17 State Street
New York, NY 10004
Attention: Bernard Bressler, Esq.
(212) 425-9300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 12, 1998
(Date of Event which Requires Filing of this Statement)
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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 [ ].
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 should 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).
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SCHEDULE 13D
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CUSIP No. 384111 100
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Martin E. Tash
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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
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
United States of America
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
111,990
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
244,558
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
111,990
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
244,558
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
431,548 shares of Common Stock (Includes currently exercisable options for
the purchase of 75,000 shares)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X]
CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
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14. TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
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CUSIP No. 384111 100
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arlene S. Tash
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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
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
United States of America
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
244,558
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
None
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
244,558
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,558 shares of Common Stock
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X]
CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
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14. TYPE OF REPORTING PERSON
IN
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INTRODUCTION
The Reporting Persons named in Item 2 below were formerly members of a
group (the "Group") consisting of such persons and Plenum Publishing
Corporation, a Delaware corporation ("Plenum"). Said group jointly filed a
Schedule 13D on December 11, 1989, which was amended on January 22, 1990, August
24, 1990, September 5, 1990, October 25, 1990, January 11, 1990, September 20,
1991 and on or about the date of this filing (the "Group Filings"). The
Reporting Persons are filing this Schedule 13D to reflect their individual
holdings after dissolution of the Group (as disclosed in Amendment No. 7 of the
Group Filings).
ITEM 1. SECURITY AND ISSUER
Security: Common Stock, no par value ("Common Stock")
Issuer: Gradco Systems, Inc. (the "Company")
3753 Howard Hughes Parkway
Suite 200
Las Vegas, Nevada 89109
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is filed on behalf of Martin E. Tash and his wife,
Arlene S. Tash.
(b) The principal residential address of Martin E. Tash and Arlene S. Tash
is 17049 Northway Circle, Boca Raton, Florida 33496.
(c) The principal occupation of Martin E. Tash is President and Chairman of
the Board of Plenum and the Company. The address of Plenum is 233 Spring
Street, New York, NY 10013. The address of the Company is set forth above.
Arlene S. Tash is retired.
(d) None of the Reporting Persons has, during the past five years, been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the past five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) Mr. and Mrs. Tash are both United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The method of acquisition of shares (and interest therein), including the
source and amount
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of consideration used in acquiring such shares is set forth in Item 3 of the
Group Filings.
ITEM 4. PURPOSE OF TRANSACTION
As more fully set forth in the Group Filings, the Reporting Persons
acquired shares for investment purposes and with a view towards influencing the
management of the Company.
The Reporting Persons have no present plans or proposals to acquire or
dispose of additional securities of the Company. Mr. Tash may in the future
exercise stock options that the Company has granted to him.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof:
(i) Martin E. Tash is the sole beneficial owner of 186,990 shares of
the Company, 75,000 of which constitute shares that Mr. Tash has the right to
acquire upon the exercise of currently exercisable stock options. Said 186,990
shares constitute 2.4% of the outstanding Common Stock of the Company [Note: The
75,000 shares which may be acquired upon the exercise of options have been
deemed outstanding for purposes of calculating the foregoing percentage.] In
addition, Mr. Tash may be deemed to be the beneficial owner of 34,939 shares
(0.4% of the Common Stock of the Company) owned by Plenum since Mr. Tash is
President and Chairman of the Board of Plenum. Mr. Tash disclaims beneficial
ownership of the shares owned by Plenum.
(ii) Martin E. Tash and Arlene S. Tash are the joint beneficial owners
of 244,558 shares of the Company, constituting 3.1% of the outstanding Common
Stock of the Company. In addition, Mrs. Tash may be deemed to be the beneficial
owner of the shares owned by Mr. Tash. Mrs. Tash disclaims beneficial ownership
of the shares owned by Mr. Tash.
The Reporting Persons in the aggregate may be deemed to own an aggregate of
5.9% of the Common Stock of the Company.
(b) (i) Martin E. Tash has the sole power to vote or direct the vote with
respect to the 111,990 shares of which he is the sole beneficial owner.
(ii) Martin E. Tash and Arlene S. Tash share the power to vote or
direct the vote with respect to 244,558 shares.
(c) There have been no transactions effected by the Reporting Persons
since April 29, 1998 with respect to any shares of the Company.
(d) No person other than each respective owner of Common Stock referred to
herein is
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known to have the right to receive or the power to direct the receipt of
dividends from or the proceeds of sale of such Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
(a) Options issued to Mr. Tash for the purchase of 50,000 shares of Common
Stock of the Company at an exercise price of $3.00 per share pursuant to the
Company's 1988 Stock Option Plan (as disclosed in Amendment No. 6 to the Group
Filings) are now all currently exercisable.
(b) On September 11, 1997, the Company granted to Mr. Tash options to
purchase 100,000 shares of Common Stock of the Company pursuant to the Company's
1997 Stock Option Plan, at an exercise price of $2.00 per share. The options
become exercisable in four installments of 25,000 each on and after February 15,
1998, 1999, 2000 and 2001. Options for 25,000 shares are currently exercisable.
Except as set forth above or in the Group Filings, neither Reporting Person
is a party to any other contracts, arrangements, understandings or relationships
with respect to the securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Stock Option Agreement dated as of September 11, 1997 between Gradco
Systems, Inc. and Martin E. Tash.
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SIGNATURES
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: June 29, 1998
/s/ Martin E. Tash
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Martin E. Tash
Date: June 29, 1998
/s/ Arlene S. Tash
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Arlene S. Tash
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GRADCO SYSTEMS, INC.
STOCK OPTION AGREEMENT
UNDER 1997 STOCK OPTION PLAN
Stock Option September 11, 1997
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(Date of Grant)
GRADCO SYSTEMS, INC., a Nevada corporation (the "Company"), hereby
grants to MARTIN E. TASH (the "Optionee"), pursuant to the 1997 STOCK
OPTION PLAN (the "Plan") of the Company, a copy of which is available at
the offices of the Company and which is made a part hereof, an option to
purchase a total of 100,000 shares (the "Total Shares") of Common Stock of
the Company at the price of $2.00 per share in U.S. funds (subject to
adjustment as provided in Section 6 of the Plan), on the terms and conditions
set forth in the Plan and hereinafter.
1. This option shall be exercisable for the number of shares and on the
dates set forth below:
(a) 25,000 shares on and after FEBRUARY 15, 1998;
(b) 25,000 shares on and after FEBRUARY 15, 1999;
(c) 25,000 shares on and after FEBRUARY 15, 2000; and
(d) 25,000 shares on and after FEBRUARY 15, 2001;
provided, however, that this option shall not be exercisable later than ten
years from the date hereof (hereinafter referred to as the "Expiration Date"),
nor shall this option be exercisable if sooner terminated as provided herein or
in the Plan.
2. This option and all rights hereunder, to the extent such rights
shall not have been exercised, shall terminate and become null and void
ninety (90) days after the Optionee ceases to be an employee of the Company
or any of its subsidiaries for any reason other than the death or total
permanent disability of the Optionee, during which ninety (90) day period the
Optionee may exercise the unexercised portion of the option that was
exercisable as of the date of the Optionee's termination of employment. In
the event of the death or total permanent disability of the Optionee while in
the employ of the Company or any of its subsidiaries, this option may be
exercised for a period of three hundred and sixty-five (365) days after the
date of the Optionee's death, or date the Optionee first became totally and
permanently disabled, to the extent of the Total Shares, whether or not then
exercisable, less the number of shares already issued hereunder; PROVIDED,
HOWEVER, that in no event may this option be exercised after the Expiration
Date. Notwithstanding the foregoing, this option may in no event be
exercised by anyone to any extent in the event of a voluntary dissolution,
liquidation or winding up of the affairs of the Company or in the event of a
merger into, consolidation with, or sale or transfer of all or substantially
all of the assets of the Company, except under the circumstances and pursuant
to the
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terms set forth in the Plan, unless approved by the Board of Directors.
3. This option is exercisable with respect to all, or from time to
time with respect to any portion, of the shares then subject to such
exercise, by delivering written notice of such exercise to the office of the
Secretary of the Company. Each such notice shall be accompanied by payment
in full of the purchase price of such shares.
4. This option shall, during the Optionee's lifetime, be exercisable
only by him, and neither this option nor any right hereunder shall be
transferable except by will or laws of descent and distribution, or be
subject to attachment, execution or other similar process. In the event of
any attempt by the Optionee to alienate, assign, pledge, hypothecate or
otherwise dispose of this option or any right hereunder, except as provided
for herein, or in the event of any levy, attachment, execution or similar
process upon the rights or interests hereby conferred, the Company may
terminate this option by notice to the Optionee and this option shall
thereupon become null and void.
5. Neither the granting of this option nor the exercise thereof shall
be construed as conferring upon the Optionee any right to continue in the
employment of the Company or any of its subsidiaries, or as interfering with
or restricting in any way the right of such corporation to terminate such
employment at any time.
6. Neither the Optionee, nor any person entitled to exercise his
rights in the event of his death, shall have any of the rights of a
stockholder with respect to the shares subject to this option, except to the
extent that certificates for such shares shall have been issued upon exercise
of this option as provided for herein.
7. The Company is relieved from any liability for the non-issuance or
non-transfer, or any delay in the issuance or transfer, of any shares of
Common Stock subject to this option which results from the inability of the
Company to obtain, or in any delay in obtaining, from each regulatory body
having jurisdiction, all requisite authority to issue or transfer shares of
Common Stock if the Company deems such authority necessary for the lawful
issuance or transfer of any such shares.
8. No Common Stock acquired by exercise of this option shall be sold
or otherwise disposed of in violation of any federal or state securities law
or regulation.
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9. This option shall be exercised in accordance with such
administrative regulations as the Board of Directors of the Company may from
time to time adopt. All decisions of the Board of Directors upon any
question arising under the Plan or under this instrument shall be conclusive
and binding upon the Optionee and all other persons.
GRADCO SYSTEMS, INC.
By:/s/ Martin E. Tash
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Name: Martin E. Tash
Title: President
