UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under The Securities Exchange Act Of 1934
SPECTRASCIENCE, INC.
(Name of Issuer)
Common Stock, $.25 par value per share
(Title of Class of Securities)
84760E-20-2
(CUSIP number)
BRIAN T. MCMAHON
SPECTRASCIENCE, Inc.
3650 Annapolis Lane, Suite 101
Minneapolis, Minnesota 55407
Tel: (612) 509-9999
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
APRIL 21, 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 [ ].
Check the following box if a fee is being paid with this statement [ ].
*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 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)
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<PAGE>
CUSIP No. 84760E-20-2 SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DIK WESSELS
0110-18 070 (CITIZEN OF THE NETHERLANDS)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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
THE NETHERLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES 96,333
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 280,333
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 96,333
PERSON 10 SHARED DISPOSITIVE POWER
WITH 280,333
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
280,333
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $.25 par value per share
(the "Common Stock"), of SPECTRASCIENCE, Inc., a Minnesota corporation (the
"Company"). The principal executive office of the Company is located at 3650
Annapolis Lane, Suite 101, Minneapolis, MN 55447-5434.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by Mr. Dik Wessels ("Wessels"), a citizen of
The Netherlands. Wessels is a controlling shareholder of Reggeborgh Beheer BV, a
company involved in real estate development and investments throughout the
world, which headquarters is located at Postbox 319, 7460 AH Rijssen, The
Netherlands. The address of Wessels is c/o Reggeborgh Beheer BV is Postbox 319,
7460 AH Rijssen, The Netherlands.
During the last five years, Wessels has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, Wessels 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 been 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On February 3, 1992, Wessels acquired 920,000 shares of common stock
of the Company, par value $.05 per share, at $1.00 per share and received a
warrant for 920,000 shares. The funds for the $920,000 investment were personal
funds. This share purchase represented a beneficial ownership of 18.1% of the
outstanding capital stock of the Company. This was reported on Form 4 on March
3, 1992, due to the fact that the Managing Director of Reggeborgh Beheer BV was,
and still is, on the Board of Directors of the Company and Wessels was, and
still is, a controlling shareholder of Reggeborgh Beheer BV. Subsequently, the
warrant expired unexercised and Wessels became the beneficial owner of 920,000
shares of common stock, par value $.05 per share.
Wessels subsequently transferred ownership of the 920,000 shares of
Common Stock to Reggeborgh Beheer BV in June 1992.
The Company declared a one-for-five reverse split of its common
stock effective June 30, 1994. As a result, the stated par value of the common
stock was increased from $.05 to $.25 per share. Consequently, Wessels became
the beneficial owner of 184,000 shares of common stock of the Company, par value
$.25 per share ("Common Stock").
Wessels participated in the Company's private placement of Series A
Convertible Preferred Stock, par value $1.00 per share ("Preferred A"), at $3.00
per share, which closed on June 29, 1995. Preferred A shares were non-voting,
did not yield dividends or interests, and were convertible into an equivalent
number of shares of Common Stock after March 31, 1996. Investors also received a
three-year warrant to buy one-third of a share of Common Stock for each share of
Preferred A at an exercise price of $5.00 per share. Wessels purchased 100,000
shares of Preferred A and received a warrant for 33,333 shares of Common Stock
("Warrant"). The funds for the $300,000 investment were personal funds.
<PAGE>
Subsequent to the filing of a Registration Statement on Form S-3
(File No. 333-01149) with respect to 2,264,006 shares of Common Stock, which
Registration Statement was declared effective on June 7, 1996, Wessels converted
the 100,000 shares of Preferred A into Common Stock on July 9, 1996. As a
result, Wessels became the beneficial owner of 317,333 shares of Common Stock
(including 184,000 shares owned by Reggeborgh Beheer BV and 33,333 shares which
may be acquired upon exercise of the Warrant) as of July 9, 1996, which
represented a beneficial ownership of 8.8% of the total Common Stock
outstanding.
In March 1998, Wessels sold 25,000 shares of Common Stock in the
open market.
On April 8, 1998, Wessels exercised his Warrant with respect to
12,000 shares of Common Stock. The funds for the $60,000 investment were
personal funds. All 12,000 shares of Common Stock were sold on the same day. On
April 21, 1998, Wessels exercised his Warrant with respect to the remaining
21,333 shares of Common Stock. The funds for the $106,665 investment were
personal funds. As a result, Wessels became the beneficial owner of 280,333
shares of Common Stock (including 184,000 shares owned by Reggeborgh Beheer BV)
as of April 21, 1998, which represented a beneficial ownership of 6.0% of the
total Common Stock outstanding as of such date.
ITEM 4. PURPOSE OF TRANSACTION.
The transactions described in Item 3, were consummated for
investment purposes, prior to the expiration of the Warrant on June 29, 1998.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) Wessels beneficially owns 280,333 shares of Common Stock, comprising 6.0%
of the total number of shares of Common Stock outstanding as of April 21,
1998.
(b) Number of shares as to which Wessels has:
(i) Sole power to vote or direct the vote: 96,333
(ii) Shared power to vote or direct the vote: 280,333
(iii) Sole power to dispose or direct the disposition of: 96,333
(iv) Shared power to dispose or direct the disposition of: 280,333
(c) Wessels sold 25,000 shares of Common Stock in the open market in March
1998 and exercised his Warrant to acquire 33,333 shares of Common Stock in
April 1998 (as described in Item 3 above).
(d) Not applicable.
(e) Not applicable.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Managing Director of Reggeborgh Beheer BV, Mr. Henry Holterman,
is on the Board of Directors of the Company and Wessels is a controlling
shareholder of Reggeborgh Beheer BV.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
* * *
This statement speaks as of its date, and no inference should be
drawn that no change has occurred in the facts set forth herein after the date
hereof.
ITEM 8. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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.
MAY 6, 1998
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Date
/S/ DIK WESSELS
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Signature
DIK WESSELS
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Name
