SCHEDULE 13D
(Rule 13d-100)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PerfectData Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
713727105
Robert W. Berend, Wachtel & Masyr, LLP, 110 East 59th Street,
New York, NY 10022, (212) 909-9602
-------------------------------------------------------------------------------
(Name, Address and Telephone of Person Authorized to Receive
Notices and Communications)
May 22, 2000
--------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
<PAGE>
________________________________________________________________________________
CUSIP No. 713727105 13D PAGE 2 of 10 Pages
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________________________________________________________________________________
1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY)
Harris Shapiro and Millennium Capital Corporation
(13-3771808)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(E) [ ]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States and New York
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 284,500 shares
SHARES
BENEFICIALLY ______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSONAL WITH
______________________________________________________
9 SOLE DISPOSITIVE POWER
284,500 shares
______________________________________________________
10 SHARED DISPOSITIVE POWER
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
284,500 shares
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN and CO
________________________________________________________________________________
<PAGE>
CUSIP No. 713727105 13D PAGE 3 of 10 Pages
-----------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY)
Joseph D. Kowal and JDK & Associates, Inc. (33-0578277)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(E) [ ]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States and California
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 420,869 shares
SHARES
BENEFICIALLY ______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSONAL WITH
______________________________________________________
9 SOLE DISPOSITIVE POWER
420,869 shares
______________________________________________________
10 SHARED DISPOSITIVE POWER
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
420,869 shares
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN and CO
________________________________________________________________________________
<PAGE>
CUSIP No. 713727105 13D PAGE 4 of 10 Pages
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________________________________________________________________________________
1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY)
Corey P. Schlossmann (###-##-####)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(E) [ ]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 496,259 shares
SHARES
BENEFICIALLY ______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSONAL WITH
______________________________________________________
9 SOLE DISPOSITIVE POWER
496,259 shares
______________________________________________________
10 SHARED DISPOSITIVE POWER
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
496,259 shares
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE>
CUSIP No. 713727105 13D PAGE 5 of 10 Pages
------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY)
Don Haidl (###-##-####)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(E) [ ]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 467,003 shares
SHARES
BENEFICIALLY ______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSONAL WITH
______________________________________________________
9 SOLE DISPOSITIVE POWER
467,003 shares
______________________________________________________
10 SHARED DISPOSITIVE POWER
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
467,003 shares
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE>
CUSIP No. 713727105 13D PAGE 6 of 10 Pages
-----------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY)
William B. Wachtel as Trustee of Digital Trust
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(E) [ ]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 427,873 shares
SHARES
BENEFICIALLY ______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSONAL WITH
______________________________________________________
9 SOLE DISPOSITIVE POWER
427,873 shares
______________________________________________________
10 SHARED DISPOSITIVE POWER
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
427,873 shares
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN and 00
________________________________________________________________________________
<PAGE>
PAGE 7 of 10 Pages
Item 1. Security and Issuer.
This statement relates to the Common Stock, no par value (the "Common
Stock"), of PerfectData Corporation (the "Company"), 110 West Easy Street, Simi
Valley, CA 93065.
Item 2. Identity and Background.
(a) Harris Shapiro and Millennium Capital Corporation (of which Mr.
Shapiro is the sole officer, director and shareholder)
(b) c/o Millennium Capital Corporation 110 East 59th Street New York, NY
10022
(c) Financial Consultant - currently conducted through Millennium Capital
Corporation (see response to (b) for address) (d) None (e) None (f)
United States and New York
(a) Joseph D. Kowal and JDK & Associates, Inc. (of which Mr. Kowal is the
sole officer, director and shareholder)
(b) 19800 MacArthur Boulevard Suite 880 Irvine, CA 92612
(c) Financial Consultant - currently conducted through JDK & Associates,
Inc. (see response to (b) for address)
(d) None
(e) None
(f) United States and California
(a) Corey P. Schlossmann
(b) 19654-A Roscoe Blvd. Northridge, CA 91324
(c) Chief Executive Officer of Nationwide Auction Systems 13005 East
Temple Avenue City of Industry, CA 91746
(d) None
(e) None
(f) United States
(a) Don Haidl
(b) No. 1 Twin Lakes Circle Corona Del Mar, CA 92625
(c) Investor
(d) None
(e) None
(f) United States
(a) William B. Wachtel as Trustee of the Digital Trust
(b) c/o Wachtel & Masyr, LLP 110 East 59th Street New York, NY 10022
(c) Mr. Wachtel is an attorney and a partner of Wachtel & Masyr, LLP
whose address is reported in the response to (b). He is acting here,
however, solely as the Trustee of the Trust which is the owner of the
securities reported herein.
(d) None
(e) None
(f) United States (Trustee) and New York (Trust)
Item 5. Interest in Securities of the Issuer.
(a) As previously reported, Harris Shapiro, as the sole officer, director
and shareholder of Millennium Capital Corporation ("Millennium"), may be deemed
the beneficial owner of the 284,500 shares of the Common Stock acquired by
Millennium on March 31, 2000. The original Schedule 13D also reported that Mr.
Shapiro was granted an option to purchase 25,000 shares of the Common Stock, the
option to be made subject to an option plan when and if adopted. On May 22,
2000, the option was made subject to the Stock Option Plan of 2000 (the "2000
Option Plan") and it was provided that the option would not become exercisable
until March 31, 2001, at which time it would become exercisable as to 8,333
shares and thereafter would become exercisable, on a cumulative basis, as to
8,333 and 8,834 shares on March 31, 2002 and March 31, 2003, respectively.
Accordingly, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), Mr. Shapiro is not currently deemed the
beneficial owner of the 25,000 underlying shares and may be deemed the
beneficial owner of only 284,500 shares or 4.7% of the 6,094,530 shares of the
Common Stock outstanding on August 21, 2000 and not as initially reported in the
Schedule 13D.
As previously reported, Joseph D. Kowal, as the sole officer, director and
shareholder of JDK & Associates, Inc. ("JDK") may be deemed the beneficial owner
of the 506,869 shares of the Common Stock acquired by JDK on March 31, 2000. The
original Schedule 13D also reported that JDK had the right to purchase an
additional 50,000 shares of the Common Stock upon exercise of the Flamemaster
Option; however, the Flamemaster option has terminated. On June 5, 2000, JDK
sold an aggregate of 40,000 shares in private transactions and subsequently
distributed an aggregate of 46,000 shares to employees, members of his family
and friends. Accordingly, pursuant to Rule 13d-3 under the Exchange Act, Mr.
Kowal may be deemed the beneficial owner of only 420,869 shares or 6.9% of the
6,094,530 shares of the Common Stock outstanding on August 21, 2000 and not as
initially reported in the Schedule 13D.
As previously reported, Corey P. Schlossmann acquired on March 31, 2000 an
aggregate of 496,259 shares of the Common Stock. The original Schedule 13D also
reported that, as a director, he received an option similar to that described
for Mr. Shapiro in the second preceding paragraph. Accordingly, pursuant to Rule
13d-3 under the Exchange Act, Mr. Schlossmann is not currently deemed the
beneficial owner of the 25,000 underlying shares and may be deemed the
beneficial owner of only 496,259 shares or 8.1% of the 6,094,530 shares of the
Common Stock outstanding on August 21, 2000 and not as initially reported in the
Schedule 13D.
As previously reported, Don Haidl acquired on March 31, 2000 an aggregate
of 467,003 shares of the Common Stock. The original Schedule 13D also reported
that Mr. Haidl had the right to purchase an additional 100,000 shares of the
Common Stock upon the exercise of the Flamemaster Option; however, as indicated
in second preceding paragraph, the Flamemaster Option has terminated.
Accordingly, pursuant to Rule 13d-3 under the Exchange Act, Mr. Haidl may be
deemed the beneficial owner of only 467,003 shares or 7.7% of the 6,094,530
shares of the Common Stock outstanding on August 21, 2000 and not as initially
reported in the Schedule 13D.
Digital Trust, as a Buyer pursuant to the Stock Purchase Agreement,
purchased 87,333 shares of the Common Stock on March 31, 2000 and, as an
assignee of Millennium, also exercised a Consulting Warrant as to 340,540
shares. Digital Trust has advised that William B. Wachtel is the Trustee; that
he has the sole voting and investment power; and that the beneficiaries are the
children and grandchildren of Harris Shapiro who are surviving at his death,
although the Trustee, in his sole and absolute discretion, may pay or apply all
or part of a year's income or even the principal to a beneficiary during Mr.
Shapiro's lifetime. Digital Trust owns an aggregate of 427,873 shares or 7.0% of
the 6,094,530 shares of the shares of the Common Stock outstanding on August 21,
2000. Pursuant to Rule 13d-3 under the Exchange Act, Mr. Wachtel may be deemed
the beneficial owner of such shares. Although Mr. Shapiro was the settler of the
Digital Trust, because he has made an irrevocable grant and has no voting or
investment power with respect to the Trust's assets, he is not the beneficial
owner of such 427,873 shares.
No other Buyer or assignee thereof acquired on March 31, 2000 5% or more
of the shares of the Common Stock then outstanding.
Although Millennium and JDK may have comprised a group within the meaning
of Section 13(d)(3) of the Exchange Act when they executed the Stock Purchase
Agreement on January 20, 2000 because of their intention to acquire more than 5%
of the outstanding shares of the Common Stock and then to change the directors
of the Company, subsequent to March 31, 2000 when (1) the closing pursuant to
the Stock Purchase Agreement was held, (2) their rights to purchase an aggregate
of 1,132,000 shares issuable upon the exercise of the Consulting Warrant to
purchase an aggregate of 1,800,000 shares having been assigned (including to
Messrs. Schlossmann and Haidl and Digital Trust), (3) their rights to all but
62,500 shares issuable upon the exercise of Flamemaster Option to purchase an
aggregate of 375,000 shares having been assigned (including to Messrs.
Schlossmann and Haidl, with Millenium having made a complete assignment of its
right to purchase 187,500 shares) and with the Flamemaster now terminated
without any further exercises and (4) a new Board having been constituted,
Millennium and JDK have no longer acted together as a group within the meaning
of Section 13(d)(3) of the Exchange Act. They will, however, continue to act as
financial advisors to the Company pursuant to the Consulting Agreement in
seeking and closing acquisitions and financings. As their fee, they may receive
compensation in the form of shares of the Common Stock, but only if a
transaction is closed as a result of their efforts. Messrs. Schlossmann and
Haidl and Digital Trust (Mr. Wachtel as Trustee) are reported herein not as part
of a group, but because the acquisition by each of more than 5% of the Common
Stock was as a result of their becoming Buyers pursuant to the Stock Purchase
Agreement and as assignees of JDK or Millennium with respect to the Consulting
Warrant and the Flamemaster Option.
b. For information as to voting and disposition power of the persons named
in the response to Item 2 of this statement, see pages 2, 3, 4, 5 and 6 of this
statement.
c. The persons named in response to paragraph (a) of this Item 5 of this
statement had no transactions in the Common Stock during the past 60 days or
since the original Schedule 13D was filed except as described in such paragraph
(a).
d. Not applicable.
e. Not applicable
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.
September 13, 2000
-----------------------------------------
(Date)
/s/ Harris Shapiro
-----------------------------------------
Harris Shapiro
Millenium Capital Corporation
By: /s/ Harris Shapiro
-----------------------------------------
Harris Shapiro, President
/s/ Joseph D. Kowal
-----------------------------------------
Joseph D. Kowal
JDK & Associates, Inc.
By: /s/ Joseph D. Kowal
-----------------------------------------
Joseph D. Kowal, President
/s/ Corey P. Schlossmann
-----------------------------------------
Corey P. Schlossmann
/s/ Dan Haidl
-----------------------------------------
Dan Haidl
Digital Trust
/s/ William B. Wachtel as Trustee
-----------------------------------------
William B. Wachtel, Trustee
