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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
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EDITEK, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.15 PER SHARE
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(Title of Class of Securities)
281068 10 6
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(CUSIP Number)
Kevin P. Groarke, Esq.
Rosen & Reade, LLP
757 Third Avenue
New York, New York 10017-2049
(212)303-9000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
APRIL 22, 1996
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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 / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
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 coverage 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).
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SCHEDULE 13D
CUSIP NO. 281068 10 6 PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louis Perlman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) / /
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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
US Citizen
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 205,000 shares of Common Stock
OWNED BY ----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 705,000 shares of Common Stock
WITH ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
205,000 shares of Common Stock
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10 SHARED DISPOSITIVE POWER
705,000 shares of Common Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
910,000 shares of Common Stock
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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)
3.5% (based on 25,330,269 shares outstanding)
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP NO. 281068 10 6 PAGE 3 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wilma Perlman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) / /
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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
US Citizen
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 705,000 shares of Common Stock
WITH ---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
705,000 shares of Common Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
705,000 shares of Common Stock
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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)
2.8% (based on 25, 330,269 shares outstanding)
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Page 4 of 9 Pages
This Amendment No. 1 to Schedule 13D is filed on behalf of Louis Perlman
and his wife, Wilma Perlman, to reflect information required pursuant to Rule
13d-2 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended. Except as otherwise defined herein, all terms are used herein
as defined in said Rules and Regulations.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of common stock, $.15 par value per
share, of Editek, Inc., a corporation organized and existing under the laws of
Delaware, with its principal offices at 1238 Anthony Road, Burlington, NC 27215.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed on behalf of Louis Perlman and his wife, Wilma
Perlman, whose residence address is 1239 Veedor Drive, Hewlett, New York 11557.
Mr. Perlman's principal occupation is President of I. Amsterdam Co., Inc., a
private company engaged in the business of manufacture and sales of ladies'
apparel, with its principal offices located at 1407 Broadway, Suite 2400, New
York, NY 10018.
During the last five years neither Louis Perlman nor Wilma Perlman was
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years neither Louis Perlman nor Wilma Perl-
man was a party to a civil
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Page 5 of 9 Pages
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 re-
spect to such laws.
Louis Perlman and Wilma Perlman are both citizens of the United States.
Item 3 of the Schedule 13D is hereby amended as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The 705,000 shares of Editek Common Stock acquired by Louis and Wilma Perl-
man reported herein were purchased by Louis and Wilma Perlman for an aggregate
consideration of $ 1,440,547.25, which came from Louis and Wilma Perlman's pri-
vate funds. The 205,000 shares of Editek Common Stock acquired by Louis Perlman
reported herein were purchased by Louis Perlman's Individual Retirement Account
("IRA") for an aggregate consideration of $549,155.75.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Editek Common Stock purchased by Louis Perlman and Wilma
Perlman and reported herein were acquired for and are being held by Mr. and Mrs.
Perlman, as an investment. Mr. and Mrs. Perlman will review periodically their
investment in Editek Common Stock and may at any time determine to increase or
decrease it, depending upon various factors including, but not limited to, the
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Page 6 of 9 Pages
price of Editek Common Stock and the terms and conditions for the purchase or
sale of such stock. Mr. and Mrs. Perlman do not presently have any plans or
proposals with respect to Editek.
Item 5 of the Schedule 13D is hereby amended as follows:
ITEM 5. INTEREST IN SECURITIES OR THE ISSUER.
(a) As of April 22, 1996, Louis Perlman owned beneficially 910,000 shares
of Editek Common Stock constituting approximately 3.5% of Editek Common Stock
outstanding (based on 25,330,269 shares of Editek Common Stock outstanding as of
May 3, 1996 as reported by Editek's stock transfer agent, American Stock Trans-
fer and Trust Co., to a representative of Louis and Wilma Perlman on May 6, 1996
in response to a telephonic inquiry).
As of April 22, 1996, Wilma Perlman owned beneficially 705,000 shares of
Editek Common Stock constituting approximately 2.8% of Editek Common Stock out-
standing (based on 25,330,269 shares of Editek Common Stock outstanding).
(b) Louis Perlman shares with Wilma Perlman, the power to vote, to direct
the vote, to dispose or to direct the disposition of 705,000 shares of Editek
Common Stock reported herein.
Louis Perlman has the sole power to vote, to direct the vote, to dis-
pose or to direct the disposition of 205,000 shares of Editek Common Stock re-
ported herein.
(c) During the sixty-day period ended April 22, 1996, Louis and Wilma
Perlman purchased shares of Editek Common Stock in several open market transac-
tions effected through the brokerage firm of
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Page 7 of 9 Pages
Gruntal & Co. as follows:
TRADE DATE NUMBER OF SHARES PRICE PER SHARE
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SHARES PURCHASED BY LOUIS AND WILMA PERLMAN:
4/18/1996 30,000 $1.0000
4/19/1996 20,000 $1.1250
4/19/1996 50,000 $1.0625
4/19/1996 50,000 $1.0000
4/19/1996 75,000 $1.0000
SHARES PURCHASED BY LOUIS PERLMAN IRA:
4/22/1996 85,000 $1.0000
(d) Not applicable.
(e) On or about April 30, 1996, each of the Reporting Persons ceased to be
the beneficial owner of more than five percent of the Editek Common Stock and
are no longer subject to reporting under Section 13(d) of the Securities Ex-
change Act of 1934 due to the dilution of their respective percentage ownership
caused by the increase in the aggregate amount of the outstanding shares of
Editek Common Stock as a result of the conversions of Preferred Stock effected
by the Issuer.
Item 6 of the Schedule 13D is hereby amended as follows:
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the provisions of the Securities Purchase Agreement dated
April 25, 1995 between Louis Perlman and Wilma Perlman and Editek, Editek has
agreed to register under the Securi-
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Page 8 of 9 Pages
ties Exchange Act of 1934 the 240,000 shares of Editek Common Stock acquired by
Mr. and Mrs. Perlman on April 25, 1995. Said shares were registered on July 24,
1995 when the Registration Statement on Form S-3 filed by Editek was declared
effective by the Securities and Exchange Commission.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Securities Purchase Agreement between Louis Perlman and Wilma
Perlman and Editek, Inc dated April 25, 1995.
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Page 9 of 9 Pages
SIGNATURES
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.
/s/ Louis Perlman
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LOUIS PERLMAN
Dated: May 10, 1996
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.
/s/ Wilma Perlman
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WILMA PERLMAN
Dated: May 10, 1996
