UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CAPRIUS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
14066K107
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(CUSIP Number)
Jonathan Joels
c/o Caprius, Inc.
One Parker Plaza
Fort Lee, New Jersey 07024
(201) 592-8838
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JUNE 28, 1999
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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 [ ].
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, as amended (the "Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all provisions of the Act (however,
see the Notes).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 14066K107
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JONATHAN JOELS
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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 KINGDOM
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7 SOLE VOTING POWER
3,089,489 shares
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
3,089,489 shares
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,089,489 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.8%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $.01 per
share (the "Common Stock"), of CAPRIUS, INC., a Delaware corporation (the
"Company"), the principal executive offices of which are located at One Parker
Plaza, Fort Lee, New Jersey 07024.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Jonathan Joels
(b)-(c) Mr. Joels currently serves as the Treasurer, Chief
Financial Officer, Secretary and a director of the Company.
(d) During the past five years, Mr. Joels has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, Mr. Joels 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) Mr. Joels is a United Kingdom citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Joels acquired 3,089,489 shares of the Company's Common Stock
(the "Shares") pursuant to an Agreement and Plan of Merger, dated as of June 28,
1999 (the "Merger Agreement"), by and among the Company, Caprius Merger Sub,
Inc., a wholly-owned subsidiary of the Company ("Merger Sub"), Opus Diagnostics
Inc. ("Opus") and the Opus stockholders, George Aaron and Jonathan Joels. On
June 28, 1999, Merger Sub merged (the "Merger") with and into Opus and Opus, as
the surviving corporation, became a wholly-owned subsidiary of the Company.
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<PAGE>
The Merger was consummated coincident with the closing of an Asset
Purchase Agreement between Opus and Oxis Health Products Inc., a Delaware
corporation ("Oxis"), whereby Opus acquired the therapeutic drug monitoring
assay business (the "TDM Business") from Oxis for $500,000 in cash, a secured
promissory note in the principal amount of $565,000 (to be adjusted based upon
the closing inventory) payable on November 30, 1999, and a warrant granting Oxis
the right to acquire up to 10% equity interest in Opus (on a pre-Merger basis).
Messrs. Aaron and Joels formed Opus for the purpose of effecting the
transactions with Oxis and with the Company.
ITEM 4. PURPOSE OF TRANSACTION.
Opus entered into the Merger in order to place the TDM Business
in a corporation which was a reporting issuer under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and whose Common Stock was publicly
traded. Messrs. Aaron and Joels, the principals of Opus, believed that acting
through a public company which has been engaged in the healthcare industry would
facilitate the raising of equity or debt capital as may be needed for the TDM
Business and other businesses which they may suggest that the Company acquires
and for forms of consideration offered for potential acquisitions. Opus
management had considered other transactions prior to entering into the Merger
Agreement with the Company. Upon the closing of the Merger, Mr. Joels became an
executive officer and a director of the Company.
Mr. Joels will evaluate business opportunities and engage in
transactions that he and the Board of Directors deem to be in the best interests
of the Company, including disposing of certain assets and other acquisitions or
dispositions. Other than as set forth herein, Mr. Joels has no present intention
to engage or to cause the Company to engage in any other transactions referred
to in Paragraphs (a) through (j) of this Item, except that he may, either singly
or with others, acquire additional securities of the Company or dispose of all
or part of the Shares, in open market or privately negotiated transactions,
depending upon market conditions and other investment considerations existing at
the time of any such transaction.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Joels beneficially owns 3,089,489 shares of Common
Stock, representing approximately 21.8% of the issued and outstanding shares of
Common Stock of the Company, based upon 7,369,040 shares issued and outstanding
as of May 17, 1999 (as reported in the Company's Form 10-Q for the fiscal
quarter ended March 31, 1999), plus 6,178,978 shares issued upon the Merger,
225,000 shares issuable to two former executive officers pursuant to their
respective Consulting Agreements and an aggregate of 425,000 shares issuable in
connection with the settlement of a class action litigation.
(b) Mr. Joels possesses the sole power to vote and the sole
power to dispose or to direct the disposition with respect to the Shares.
(c)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
While Mr. Aaron and Mr. Joels were previously 50% owners of Opus
and are also currently stockholders, executive officers and directors of the
Company, and also are brothers-in-law, Mr. Aaron and Mr. Joels are filing
separate Schedules 13D, and disclaim that they are, or should file as, a
"group," as such term is deemed in Rule 13d-1 under the Exchange Act. There is
no contract, agreement, understanding or other relationship between Mr. Aaron
and Mr. Joels or between either of them and any other Caprius stockholder with
respect to the securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None. The Merger Agreement was filed as an exhibit to a Form 8-K
filed by the Company on July 7, 1999, and is incorporated herein.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in the statement is true,
complete and correct.
/s/ Jonathan Joels
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JONATHAN JOELS
Dated: July 8, 1999
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