UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CAPRIUS, INC.
-------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
14066K107
---------
(CUSIP Number)
Shrikant Mehta
354 Indusco Court
Troy, Michigan 48083
(248) 585-9905
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 27, 2000
--------------
(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 <T058>.
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
- --------------------- -------------- ----------------------------------
CUSIP No. 14066K107
- --------------------- -------------- ----------------------------------
- ------------ ----------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SHRIKANT MEHTA
- ------------ ----------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------------ ----------------------------------------------------------
3 SEC USE ONLY
- ------------ ----------------------------------------------------------
4 SOURCE OF FUNDS
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
UNITED STATES
- ------------------------- -------- -------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 4,100,000 shares (includes 2,900,000
shares subject to warrants and options)
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
- ------------------------- -------- --------------------------------------
8 SHARED VOTING POWER
-0-
- ------------------------- -------- ---------------------------------------
9 SOLE DISPOSITIVE POWER
4,100,000 shares (includes 2,900,000
shares subject to warrants and options)
- ------------------------- -------- ---------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,100,000 shares (includes 2,900,000 shares subject to
warrants and options)
- ------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.0%
- ------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------------ -------------------------------------------------------------
2
<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) Shrikant Mehta
(b) 354 Indusco Court, Troy, MI 48083
(c) Mr. Mehta currently serves as the President and
Chief Executive Officer of Combine International, Inc.
(d) During the past five years, Mr. Mehta has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, Mr. Mehta 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. Mehta is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In April 2000, Mr. Mehta acquired 400,000 units ("Units"),
which consists of 1,200,000 shares of the Company's Common Stock, 1,600,000
Series A Warrants and 800,000 Series B Warrants, in a private placement offering
by the Company (the "Placement") for $1,200,000. The monies for the purchase
price came from Mr. Mehta's personal funds. Each Series A Warrant gives the
holder the right to purchase one share of the Company's Common Stock at a price
of $.50 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 and is
exercisable for five years.
Additionally, in consideration for his participation in the
Placement, the Company separately agreed to grant Mr. Mehta options to purchase
500,000 shares of the Company's Common Stock, exercisable at $1.00 per share for
a period of three years.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Mehta sought an interest in the Company because he
believes that the Company has a significant amount of growth potential. The
Company's Board of Directors and management believe that the Company could use
his business experience and contacts to help facilitate such growth.
In consideration for his participation in the Placement, the
Company agreed to give Mr. Mehta, and other principal investors in the Placement
the right to collectively designate two members of the Board of Directors (the
"Designees"), one of whom also shall be appointed to the Compensation Committee
of the Board of Directors; provided, however, the Designees were reasonably
acceptable to the current Board of Directors. The Designees, one of which is Mr.
Mehta, shall be added to the Board of Directors at its next meeting to fill
vacancies created by the recent resignations of two directors pursuant to the
terms of the Placement. At each meeting of stockholders for the election of
directors held at any time prior to March 27, 2003, the Company shall include
the two Designees on the management slate of directors, subject to certain
conditions regarding the interest in the Company Mr. Mehta then holds.
3
<PAGE>
Mr. Mehta 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. Mehta 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. Mehta beneficially owns 4,100,000 shares of Common
Stock (the "Shares"), consisting of (i) 1,200,000 shares of Common Stock, (ii)
1,600,000 shares upon the exercise of Series A Warrants at $.50 per share, (iii)
800,000 shares upon the exercise of Series B Warrants at $.50 per share and (iv)
500,000 shares subject to options with an exercise price of $1.00. Both series
of warrants and the options expire in March 2005. Mr. Mehta's Shares represent
approximately 22.0% of the issued and outstanding shares of Common Stock of the
Company, based upon 13,525,517 shares issued and outstanding as of December 31,
1999 (as reported in the Company's Form 10-Q for the fiscal quarter ended
December 31, 1999), plus 1,950,000 shares issued upon the Placement and 225,000
shares issued to two former executive officers pursuant to their respective
Consulting Agreements.
(b) Mr. Mehta 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.
Mr. Mehta and other principal investors in the Placement,
separately agreed to vote all of their Shares, which they beneficially own as of
the applicable record date, for Jonathan Joels and George Aaron, both current
directors of the Company, at each meeting of stockholders or in any consent in
lieu of a meeting of stockholders with respect to the election of directors held
at any time prior to March 27, 2003. Mr. Joels and Mr. Aaron reciprocally agreed
to vote all of their Shares, which they beneficially own as of the applicable
record date, for Mr. Mehta and the other Designee, at each meeting of
stockholders or in any consent in lieu of a meeting of stockholders with respect
to the election of directors held at any time prior to March 27, 2003.
The Company separately agreed to give Mr. Mehta and other
principal investors in the Placement the right to collectively designate two
members of the Board of Directors as described above in Item 4.
In consideration of their participation in the Placement, the
Company separately agreed to give Mr. Mehta and other principal investors in the
Placement preemptive rights for a period of three years with respect to their
interest in the Company, such that, to the extent of their current interest in
the Company, Mr. Mehta and the other principal investors each have the right to
participate in any sale, for cash, of Common Stock or shares of preferred stock
or other securities of the Company (the "Derivative Securities") that are
exercisable for, convertible into or exchangeable for shares of Common Stock in
a private placement transaction pursuant to the exemption from registration
under Regulation D of the Securities Act of 1933, subject to certain exceptions.
The Company also agreed to provide Mr. Mehta and other
principal investors in the Placement with most favorable investors rights, such
that if any greater rights are received by the holders of the next rounds of
equity financing of the Company occurring within one year after the date of
purchase ("Subsequent Investments"), subject to certain exceptions, the Company
shall prepare, execute, and deliver a revised subscription agreement, stock
certificates, warrants, and any other documents necessary to put Mr. Mehta and
the other principal investors in the same position as the holders of any
Subsequent Investments. Furthermore, in the event that any Subsequent Investment
4
<PAGE>
is at a price per share of less than the equivalent of $0.722 per share of
Common Stock (i.e., less than $0.722 per share of equity security (including
exercise price, if any) exercisable for or convertible into one share of the
Company's Common Stock), then the Company shall issue to Mr. Mehta, without
additional consideration, the number of shares of Common Stock that he would
have received if he had made his $1,200,000 investment as a Subsequent
Investment.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None. The Stock Purchase Agreement, form of Series A and B
Warrants and side agreements with respect to the Placement were filed as
exhibits to a Form 8-K filed by the Company on April 28, 2000, and are
incorporated herein.
5
<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/ Shrikant Mehta
-----------------------------
SHRIKANT MEHTA
Dated: May 9, 2000
6
