UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No.____ )*
CAPRIUS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
14066K107
----------------------------------------------------
(CUSIP Number)
Noah Klarish & Associates, P.C.
230 Park Avenue, 32nd Floor
New York, NY 10169 (212) 973-1111
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 10, 1998
----------------------------------------------------
(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 |_|.
* 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).
(Continued on following pages)
(Page 1 of 8 Pages)
<PAGE>
- ------------------- -----------------
CUSIP No. 14066K107 13D Page 2 of 8 Pages
- ------------------- -----------------
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Albert Investment Strategies, Inc.
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group*
a. |_|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds*
WC and PF
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Florida
- --------------------------------------------------------------------------------
7 Sole Voting Power (includes 349,064 shares held by
Albert Investment Associates, L.P.
and 155,500 shares held by various
Number of accounts over which Albert Investment
Shares 504,564 Strategies, Inc. has voting power)
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting
Person
With 0
--------------------------------------------------------
9 Sole Dispositive Power (includes 349,064 shares held by
Albert Investment Associates,
L.P. and 155,500 shares held by
various accounts over which
Albert Investment Strategies,
504,564 Inc. has discretionary authority)
--------------------------------------------------------
10 Shared Dispositive Power
155,500 shares held by various accounts over which
Albert Investment, Inc. has discretionary
authority.
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
504,564
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
6.86%
- --------------------------------------------------------------------------------
14 Type of Reporting Person*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 par value per share
(the "Common Stock"), of Caprius, Inc., a Delaware corporation (the "Issuer").
The Issuer maintains its principal executive office at 46 Jonspin Road,
Wilmington, MA 01887.
Item 2. Identity and Background.
(a) This statement is filed by (i) Albert Investment Strategies,
Inc., a Florida corporation ("Albert Investment Strategies"), with respect to
shares of the Issuer's Common Stock held in investment accounts over which
Albert Investment Strategies has discretionary authority, and (ii) Albert
Investment Associates, L.P., a Delaware limited partnership (the "Albert
Partnership") with respect to shares of the Issuer's Common Stock held by it.
Albert Investment Strategies and the Albert Partnership shall sometimes be
collectively referred to herein as the "Reporting Person."
(b) The business address of Albert Investment Strategies and of the
Albert Partnership are 1304 SW 160th Avenue, Suite 209, Ft. Lauderdale, FL
33326. The general partner of the Albert Partnership is Albert Investment
Strategies.
(c) The principal business of Albert Investment Strategies and of
the Albert Partnership is securities investment.
(d) During the past five years, neither the Albert Partnership nor
Albert Investment Strategies nor any of its executive officers, directors or
controlling persons have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, neither the Albert Partnership nor
Albert Investment Strategies nor any of its executive officers, directors or
controlling persons have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in their being subject
to a judgment, decree or final order enjoining any such person from future
violations of or prohibiting or mandating activities subject to federal or state
securities laws, or finding any violation of such laws by any such person.
Item 3. Source and Amount of Funds or Other Consideration.
Albert Investment Strategies has discretionary authority over
accounts which own 155,500 shares of the Issuer's Common Stock for which such
accounts paid a total of $240,370.13 from the personal funds of the beneficial
owners of such accounts. The Albert Partnership directly owns 349,064 shares of
the Issuer's Common Stock for which it paid $528,125.16 from its working
capital.
3
<PAGE>
Item 4. Purpose of Transaction.
The Reporting Persons have acquired their shares of the Issuer's
Common Stock for investment. The Reporting Persons have no plans or proposals
which, other than as expressly set forth below, would relate to or would result
in: (a) the acquisition of additional securities of the Issuer or the
disposition of presently-owned securities of the Issuer; (b) any extraordinary
corporate transaction involving the Issuer; (c) a sale or transfer of a material
amount of assets of the Issuer; (d) any change in the present Board of Directors
or management of the Issuer; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any material change in the
operating policies or corporate structure of the Issuer; (g) any change in the
Issuer's charter or by-laws; (h) the Common Stock of the Issuer ceasing to be
authorized to be quoted in the NASDAQ inter-dealer quotation system; or (i)
causing the Issuer becoming eligible for termination of registration pursuant to
Section 12(g) (4) of the Securities Exchange Act of 1934. The Reporting Persons,
however, reserve the right, at a later date, to effect one or more of such
changes or transactions.
Although the Reporting Persons have no present plans to purchase
additional shares of the Issuer's Common Stock or sell any of their shares of
the Issuer's Common Stock, they, either together or separately, may seek to
purchase additional shares of the Issuer's Common Stock or sell some or all of
their shares of the Issuer's Common Stock in the open market or in privately
negotiated transactions from or to one or more sellers or purchasers, as the
case may be, provided that, in accordance with their best judgment in light of
the circumstances existing at the time, such transactions present an attractive
(long or short term) opportunity for profit.
The Reporting Persons further reserve the right to act in concert
with any other shareholders of the Issuer, or other persons, for a common
purpose should they determine to do so, and/or to recommend courses of action to
management and the shareholders of the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) The number of shares of the Issuer's Common Stock and the
percentage of the outstanding shares (based upon 7,358,934 shares outstanding as
reported in the Issuer's Quaterly Report on Form 10-Q for the quarter ended
March 31, 1998) directly beneficially owned by each Reporting Person is as
follows:
4
<PAGE>
Percentage of
Name Number of Shares Outstanding Shares
- ---- ---------------- ------------------
Albert Partnership 349,064 4.7%
Albert Investment 155,500 2.1%
Strategies
discretionary accounts
(b) Albert Investment Strategies has sole power to vote and to
dispose or to direct the disposition of 504,564 shares of the Issuer's Common
Stock.
(c) See Appendix A annexed hereto.
(d) Certain persons have the right to receive dividends from or the
proceeds of sale of certain of the shares of the Issuer's Common Stock included
in this statement. No such person individually has the right to receive
dividends or proceeds relating to shares of the Issuer's Common Stock
constituting more than 5% of the class of the Issuer's Common Stock.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Albert Investment Strategies may be deemed to have beneficial
ownership and control of the shares of the Issuer's Common Stock held by
accounts with respect to which it has discretionary authority and shares held by
the Albert Partnership by virtue of its status as the General Partner of such
entity. Albert Investment Strategies disclaims beneficial ownership of the
shares of the Issuer's Common Stock held by the discretionary accounts and by
the Albert Partnership.
Other than as set forth above, the Reporting Persons have no
contracts, arrangements, understandings or relationships (legal or otherwise)
either amongst themselves or with any other persons with respect to the shares
of the Issuer's Common Stock.
Item 7. Material to be Filed as Exhibits.
None
5
<PAGE>
Signatures
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: July 17, 1998
ALBERT INVESTMENT STRATEGIES, INC.
By: /s/ Ira Albert
-----------------------------------
Ira Albert, President
ALBERT INVESTMENT ASSOCIATES, L.P.
By: ALBERT INVESTMENT STRATEGIES, INC.
By: /s/ Ira Albert
-----------------------------------
Ira Albert, President
6
<PAGE>
APPENDIX 1
TRANSACTIONS IN CAPRIUS, INC.
COMMON STOCK WITHIN THE
PAST 60 DAYS
All transactions were open market purchases and the commissions are
included in the price of the shares.
1. Albert Investment Associates, L.P.
No. of
Trade Shares Price Per Cost of
Date Purchased Share Purchases
---- --------- ----- ---------
5/22/98 2,700 $1.06 $2,913.01
5/22/98 1,900 1.00 1,932.25
5/26/98 9,300 1.19 11,233.50
5/26/98 6,400 1.09 7,128.00
5/26/98 4,300 1.13 4,927.25
5/26/98 26,898 1.25 34,164.96
5/27/98 2,100 1.25 2,667.00
5/27/98 6,916 1.31 9,220.08
5/28/98 20,906 1.31 27,861.75
5/28/98 4,500 1.28 5,855.63
5/29/98 5,000 1.38 6,979.50
5/29/98 5,400 1.44 7,870.50
5/29/98 6,710 1.50 10,199.20
5/29/98 10,000 1.41 14,216.25
6/3/98 3,500 1.38 4,868.75
6/4/98 1,000 1.38 1,399.50
6/4/98 3,000 1.41 4,278.75
6/4/98 1,000 1.44 1,457.50
6/4/98 5,000 1.47 7,443.75
6/5/98 22,500 1.53 34,859.25
6/10/98 35,000 1.50 53,183.25
6/12/98 12,000 1.49 18,087.30
6/15/98 6,534 1.60 10,548.76
6/16/98 9,000 1.54 14,090.75
6/24/98 5,900 1.56 9,341.25
6/30/98 5,000 1.59 8,047.50
6/30/98 5,000 1.56 7,891.25
7/8/98 5,000 1.41 7,135.75
7
<PAGE>
7/8/98 2,100 1.38 2,917.50
7/9/98 6,500 1.50 9,851.25
7/9/98 30,500 1.53 46,708.26
7/10/98 3,000 1.59 4,827.50
7/10/98 2,000 1.60 3,282.08
7/13/98 10,000 1.67 16,888.00
7/13/98 13,500 1.72 23,476.88
7/13/98 1,000 1.75 1,773.75
7/13/98 20,000 1.71 34,284.00
7/14/98 3,000 1.88 5,685.00
7/16/98 20,000 1.94 39,153.75
7/16/98 5,000 1.88 9,475.00
----- --------
349,064 $528,125.16
2. Other Discretionary Accounts
No. of
Trade Shares Price Per Cost of
Date Purchased Share Purchases
---- --------- ----- ---------
5/28/98 30,000 $1.36 $40,890.00
6/4/98 5,000 1.38 6,875.00
6/8/98 10,000 1.63 13,169.00
6/9/98 15,000 1.56 23,437.50
6/10/98 20,000 1.50 30,000.00
7/10/98 50,000 1.56 77,890.00
7/14/98 5,500 1.84 10,140.63
7/16/98 20,000 1.90 37,968.00
------ ---------
155,500 $240,370.13
8
