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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 19)*
----
COOPER DEVELOPMENT COMPANY
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
216655-10-0
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(CUSIP Number)
Theodore H. Kruttschnitt, 1350 Bayshore Highway,
Suite 850, Burlingame, CA 94010 (415) 348-7400
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 22, 1996
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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 [_].
Check the following box if a fee is being paid with the statement [_]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
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 are to 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).
Page 1 of 4 Pages
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CUSIP NO. 216655-10-0 SCHEDULE 13D PAGE 2 OF 4 PAGES
- ----------------------- ---------------------
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Theodore H. Kruttschnitt
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
N/A
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
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SOLE VOTING POWER
7
NUMBER OF 1,089,149
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,089,149
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,089,149
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
30%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 5 Pages
KRUTTSCHNITT/COOPER DEVELOPMENT COMPANY
INFORMATION STATEMENT
ON SCHEDULE 13D
Item 1. Security and Issuer:
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Warrants to purchase Common Stock of
Cooper Development Company
16160 Caputo Drive
Morgan Hill, CA 95037
Item 2. Identity and Background:
- ------- ------------------------
(a) Theodore H. Kruttschnitt
(b) 1350 Bayshore Highway, Suite 850, Burlingame, California 94010
(c) Investor. Mr. Kruttschnitt is a Director of Cooper Development
Company.
(d) None
(e) None
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Consideration:
- ------- --------------------------------------------------
The warrants to purchase common stock were issued in consideration of
the provision of a $1,000,000 line of credit and the first draw of $500,000
under such line of credit.
Item 4. Purpose of Transaction:
- ------- -----------------------
Mr. Kruttschnitt is currently reporting the acquisition of
warrants to purchase 428,714 shares of the Issuer's common stock
which warrants were issued in connection with the provision by Mr.
Kruttschnitt of a $1,000,000 line of credit. The warrants to
purchase 428,714 shares of the Issuer's common stock acquired by
Mr. Kruttschnitt and reported hereby were acquired for investment
purposes. Mr. Kruttschnitt is a also reporting that he could
acquire warrants to purchase up to
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an additional 143,000 shares of the Issuer's common stock as the
Issuer draws down the remaining $500,000 under the line of
credit.
Item 5. Interest in Securities of the Issuer:
- ------- -------------------------------------
(a) As of May 22, 1996, Mr. Kruttschnitt owned beneficially or of
record 1,089,149 shares (30%) of the Issuer's common stock. Mr.
Kruttschnitt has the right to acquire an additional 728,370 shares
of the Issuer's Common Stock upon the conversion of an aggregate
of $1,474,049 principal amount of the Issuer's promissory notes
held by him and the right to acquire 1,000,000 shares of Common
Stock upon the exercise of warrants issued pursuant to that
certain Note and Warrant Purchase Agreement dated November 10,
1995 between the Issuer and Mr. Kruttschnitt and another party
(all warrants issued pursuant to the foregoing agreement are
referred to herein as the "Prior Warrants"). If Mr. Kruttschnitt
and holders of the aggregate principal amount of similar notes
which are outstanding were to convert such notes, Mr. Kruttschnitt
would then own an aggregate of 1,817,519 shares (35.73%) of the
Issuer's Common Stock. If, following such conversion of the notes,
Mr. Kruttschnitt and the other holder of the Prior Warrants which
are currently outstanding were to exercise such Prior Warrants,
Mr. Kruttschnitt would then own an aggregate of 2,817,519 shares
(39.76%) of the Issuer's Common Stock.
If, following such conversion of the notes and such exercise of
the Prior Warrants, Mr. Kruttschnitt and the other holder of
warrants issued pursuant to the Note and Warrant Purchase
Agreement dated May 22, 1996 (all warrants issued to date pursuant
to the foregoing agreement are referred to herein as the "New
Warrants") which are currently outstanding were to exercise such
New Warrants, Mr. Kruttschnitt would then own an aggregate of
3,246,233 shares (40.86%) of the Issuer's Common Stock.
(b) N/A
(c) N/A
(d) None
(e) N/A
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
- ------- ---------------------------------------------------------------------
to Securities of the Issuer:
----------------------------
N/A
Item 7. Material to be filed as Exhibits:
- ------- ---------------------------------
N/A
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.
May 24, 1996 /s/ Theodore H. Kruttschnitt
______________________________
Theodore H. Kruttschnitt
