UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1)
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)
George Aaron
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)
APRIL 27, 2000
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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).
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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 PERSONS
GEORGE AARON
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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
PF
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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 STATES
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7 SOLE VOTING POWER
NUMBER OF 3,498,789 shares (includes warrants and options for
312,250 shares)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
100 shares
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,498,789 shares (includes warrants and options for
312,250 shares)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
100 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,498,889 shares (includes warrants and options for 312,250 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)
21.9%
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14 TYPE OF REPORTING PERSON*
IN
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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.
Pursuant to Rule 13d-2 under the Securities Exchange Act of 1934,
this Amendment No. 1 amends the initial Schedule 13D, dated July 8, 1999 (the
"Statement"), filed by George Aaron with respect to his ownership of shares of
the Company's Common Stock. Terms used and not otherwise defined herein shall
have the respective meanings set forth in the Statement. Except as otherwise
expressed indicated below, the information provided in the Statement remains in
effect.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended to add the following:
In March 2000, Mr. Aaron loaned $25,000 to the Company. For every
$1.00 in principal amount loaned, the Company granted the person making the loan
warrants to purchase .55 shares of Common Stock at an exercise price of $1.00
per share and exercisable for five years. As a result of his loans, Mr. Aaron
was granted warrants to purchase 13,750 shares of Common Stock.
As of April 27, 2000, Mr. Aaron acquired 30,000 Units (the
"Units"), which consisted of 90,000 shares of Common Stock, 120,000 Series A
Warrants and 60,000 Series B Warrants for $90,000 as part of a Unit Placement by
the Company. The purchase price for the Units was paid by a reduction in the
accrued compensation of the Company to Mr. Aaron. Each Series A Warrant gives
the holder the right to purchase one share of the Company's Common Stock at a
price of $.50 per share and is exercisable for five years. Each Series B Warrant
gives the holder the right to purchase one share of Common Stock at a price of
$.75 per share and is exercisable for five years.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended to add the following:
Mr. Aaron acquired the Units as part of the Company's Unit
Placement of 650,000 Units to increase his equity position in the Company and to
reduce the Company's indebtedness.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Aaron beneficially owns 3,498,889 shares (the "Shares")
of Common Stock, consisting of (i) 2,219,489 shares owned directly, (ii) 7,050
shares in retirement accounts, (iii) 100 shares owned jointly with his wife,
(iv) 960,000 shares as trustee for the benefit of his three minor children, (v)
118,500 shares subject to options with exercise prices ranging from $.15 per
share to $5.00 per share expiring from January 2003 through October 2009 and
(vi) 193,750 shares subject to warrants with exercise prices ranging from $.75
per share to $1.00 per share expiring from March 2005 to April 2005. The Shares
represent approximately 21.9% of the issued and outstanding shares of Common
Stock of the Company, based upon 15,700,517 shares issued and outstanding as of
April 27, 2000 (as reported in the Company's Form 10-Q for the fiscal quarter
ended March 31, 2000).
(b) Mr. Aaron possesses the sole power to vote and the sole
power to dispose or to direct the disposition with respect to the Shares, except
for the 100 shares which he jointly owns with his wife.
(c) See Item 3 of this Report.
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended to read as follows:
While Mr. Aaron and Mr. Joels were previously 50% owners of Opus
Diagnostics, Inc. which was acquired by the Company in June 1999 and are also
currently stockholders, executive officers and directors of the Company, and
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also are brothers-in-law, Mr. Aaron and Mr. Joels file 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 stockholder with respect to the securities of the
Company, except that as part of the Unit Placement, purchasers in the Unit
Placement other than Messrs. Aaron and Joels were given the right to designate
two nominees (the "Designees") for management's slate of directors at
stockholders meetings, and Messrs. Aaron and Joels agreed to vote all of their
respective Shares, which they beneficially own as of the applicable record date,
for the Designees at each meeting of stockholders (or consent in lieu of a
meeting) with respect to the election of directors held at any time prior to
March 27, 2003, and such purchasers reciprocally agreed to vote all of their
shares for the Messrs. Aaron and Joels.
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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/ George Aaron
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GEORGE AARON
Dated: May 16, 2000
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