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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
MEHL/BIOPHILE INTERNATIONAL CORPORATION
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
585179 10 4
(CUSIP Number)
Dr. Nardo Zaias
Mount Sinai Hospital
4302 Alton Road
Miami Beach, Florida 33140
(305) 674-2121
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 4, 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 in the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box .
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 ("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 page(s))
Page 1 of 5 Pages
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CUSIP NO. 585179 10 4 13D Page 2 of 5 Pages
______________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dr. Nardo Zaias
______________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) ___
(b) ___
______________________________________________________________________________
3. SEC USE ONLY
______________________________________________________________________________
4. SOURCE OF FUNDS
00
______________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
______________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
______________________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF
9,000,000 shares
SHARES __________________________________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
0 shares
EACH __________________________________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
9,000,000 shares
WITH ___________________________________________________________
10. SHARED DISPOSITIVE POWER
0 shares
______________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,000,000 shares
______________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
___
______________________________________________________________________________
13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
______________________________________________________________________________
14. TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
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Page 3 of 5 Pages
SCHEDULE 13D
Item 1. Security and Issuer.
The name and address of the Issuer of the securities is:
MEHL/Biophile International Corporation
4020 Newberrry Road
Gainesville, Florida 32607
The class of equity security is Common Stock, $.01 par value per share.
Item 2. Identity and Background.
(a) Name: Dr. Nardo Zaias
(b) Residence or Business Address:
Mount Sinai Hospital
4302 Alton Road
Miami Beach, Florida 33140
(c) Dr. Nardo Zaias is a dermatologist maintaining a private medical practice
at the Greater Miami Skin & Laser Center in Miami Beach, Florida.
(d) Dr. Zaias has not, during the last five years, been convicted in any
criminal proceeding.
(e) Dr. Zaias has, during the last five years, 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) Citizenship: Dr. Zaias is a citizen of and domiciled in the United
States.
Item 3. Source and Amount of Funds or Other
Considerations.
The acquisition of the shares of the Issuer, which is being reported in Item
5(c) hereof, was obtained by Dr. Zaias pursuant to the closing on June 4, 1996
of the merger contemplated by the Second Amended and Restated Agreement and
Plan of Merger, dated as of June 4, 1996, between the Issuer, Classy Lady by
Mehl of Puerto Rico, Inc. ("Classy Lady") and Selvac Acquisition Corp. whereby
Classy Lady was merged with and into Selvac Acquisition Corp. in exchange for
the issuance of an aggregate of 25,000,000 shares of Common Stock of the
Issuer.
Item 4. Purpose of Transaction.
As described in Item 3, Dr. Zaias acquired the shares of the Issuer in
connection with the merger of Classy Lady with and into a wholly-owned
subsidiary of the issuer. Upon completion of the merger, Dr. Zaias became a
Director of the Issuer. Pursuant to the terms of the Merger Agreement, the
Board of Directors of the Issuer was expanded to seven persons, five of whom,
including Dr. Zaias, were appointed by Thomas L. Mehl, Sr., a
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Page 4 of 5 Pages
principal of Classy Lady, who became Chairman, President and Chief Executive
Officer of the Issuer.
(a) Dr. Zaias does not have any plans for the acquisition of additional
securities of the Issuer or the disposition of securities of the Issuer, but
reserves the right to do so.
(b) Dr. Zaias does not have any plans or proposals relating to an
extraordinary corporate change, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries.
(c) Dr. Zaias does not have any plans for a sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries.
(d) Dr. Zaias does not have any plans for any change in the present Board of
Directors or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on
the Board.
(e) Dr. Zaias does not have any plans for any material change in the
capitalization or dividend policy of the Issuer.
(f) Dr. Zaias does not plan any other material change in the Issuer's
business or corporate structure.
(g) Dr. Zaias does not plan any changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person.
(h) Dr. Zaias does not plan to cause a class of securities of the Issuer to
be delisted from a national securities exchange or to cease to be authorized
to be quoted in an interdealer quotation system of a registered national
association.
(i) Dr. Zaias does not plan to cause a class of equity securities of the
Issuer becoming eligible for termination of registration pursuant to Section
12(g) of the Act.
(j) Dr. Zaias does not plan any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
(a) Dr. Zaias owns an aggregate of 9,000,000 shares of Common Stock of the
Issuer constituting approximately 20.6% of the outstanding shares.
(b) Dr. Zaias has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of the 9,000,000 shares of Common Stock of the
Issuer.
(c) On June 4, 1996, Dr. Zaias acquired 9,197,000 shares of the Issuer
described herein pursuant to the completion of the merger described in Item 3
above. In connection with a non-recourse promissory note dated July 30, 1996
in the principal amount of $591,000, Dr. Zaias pledged 197,000 shares of the
Issuer as security for repayment. Upon a default under said note in January
1997 and the absence of a cure of such default within 30 days thereafter, the
holder of the promissory notes elected to fulfill their right to exchange the
pledged common stock of the Issuer for full repayment of all amounts of
principal and interest due under such note.
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(d) No other person is known to Dr. Zaias to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of said 9,000,000 shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer.
There are no contracts, arrangements, understandings or relationships (legal
or otherwise) among Dr. Zaias and any other person with respect to any
securities of the Issuer, including, but not limited to, transfer or voting of
any of the securities, finder's fees, joint ventures, loans or option
arrangements, puts or calls, guarantees of profits, division of profit or
loss, or the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits
Second Amended and Restated Agreement and Plan of Merger dated as of June 4,
1996 by and among Selvac Corporation, Selvac Acquisition Corp. and Classy Lady
by Mehl of Puerto Rico, Inc.
Filed as Exhibit 2.1 to Current Report on Form 8-K filed on June 19, 1996 and
incorporated herein by reference.
SIGNATURE
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.
Dr. Nardo Zaias, M.D.
Dr. Nardo Zaias
