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OMB APPROVAL
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OMB Number: 3235-0145
Expires: October 31, 1994
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
WATER-JEL TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, par value $.08 per share
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(Title of Class of Securities)
941 132 300
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(CUSIP Number)
Emanuel J.Adler, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5565
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 2, 1996
--------------------------
(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|X|. (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 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 6 Pages
<PAGE>
CUSIP No.941 132 300 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William G. Walters
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(a) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 500,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH ---
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 500,00
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
---
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 Pages
<PAGE>
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, par value $.08
per share ("Common Stock"), of Water-Jel Technologies, Inc.
(hereinafter, the "Company"). The principal executive offices of the
Company are located at 243 Veterans Boulevard, Carlstadt, New Jersey
07072.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed by William G. Walters (the
"Reporting Person").
(b) The Reporting Person's business address is 650 Fifth Avenue, New
York, New York 10019.
(c) The Reporting Person is principally employed as Chairman of Whale
Securities Co., L.P., a securities broker-dealer and investment
banking firm located at 650 Fifth Avenue, New York, New York 10019.
(d) During the last five (5) years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five (5) years, the Reporting Person has not been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to 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) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The 500,000 shares of Common Stock described in Item 5(a) hereof were
acquired by the Reporting Person pursuant to a merger (the "Merger")
whereby the Company acquired Journeycraft, Inc. ("Journeycraft") and
Theracom Communications, Inc. ("THI") on July 2, 1996 by merging a
wholly-owned subsidiary of the Company into each of Journeycraft and
THI and all of the shares of Common Stock of Journeycraft held by the
Reporting Person were exchanged for 500,000 shares of Common Stock of
the Company.
Page 3 of 6 Pages
<PAGE>
Item 4. Purpose of Transaction.
The Reporting Person acquired the securities of the Company reported
herein pursuant to the Merger. Depending upon market conditions and
other factors that the Reporting Person may deem material to his
investment decision, the Reporting Person may purchase additional
securities of the Company, in the open market or in private
transactions, or may dispose of all or a portion of the securities of
the Company that he now owns or hereafter may acquire.
Except as set forth in this Item 4, the Reporting Person does not have
any present plans or proposals that relate to or that would result in
any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) According to information supplied to the Reporting Person by the
Company, there were outstanding 7,011,160 shares of Common Stock on
July 2, 1996 after giving effect to the Merger. The Reporting Person
beneficially owns 500,000 shares of Common Stock, comprising 7.1% of
the issued and outstanding shares of Common Stock.
(b) The Reporting Person has sole power to vote and dispose of all of
such shares.
(c) Except for receipt of the shares reported herein in connection
with the Merger, the Reporting Person has not effected any
transactions in shares of Common Stock during the past 60 days.
(d) The Reporting Person affirms that no person other than the
Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock beneficially owned by him.
(e) It is inapplicable for the purposes hereof to state the date on
which the Reporting Person ceased to be the owner of more than five
percent (5%) of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Reporting Person does not have any contract, arrangement,
understanding or relationship (legal or
Page 4 of 6 Pages
<PAGE>
otherwise) with any person with respect to any securities of the
Company, including, but not limited to, transfer or voting of any such
securities, finder's fees, joint ventures, loan or options
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
Page 5 of 6 Pages
<PAGE>
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: July 10, 1996
/s/ William G. Walters
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WILLIAM G. WALTERS
Page 6 of 6 Pages
