UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
DRIVERSSHIELD.COM CORP.
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(Name of Issuer)
Common Stock, $0.15 par value
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(Title of Class of Securities)
262 094 10 5
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(CUSIP Number)
Mr. Anthony Kirincic
Kirlin Holding Corp.
6901 Jericho Turnpike, Suite 220
Syosset, New York 11791
Telephone: (516 ) 393-2500
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
December 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 |_|
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 that 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 262 094 10 5 Page 2 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Kirlin Holding Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC-- See Item 3
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5 CHECK 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
Delaware
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7 SOLE VOTING POWER
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 138,242 Shares
OWNED BY ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
138,242 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,242 Shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|X|
See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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<PAGE>
SCHEDULE 13D
CUSIP No. 262 094 10 5 Page 3 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Anthony J. Kirincic
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF-- See Item 3
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5 CHECK 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
63,750 Shares
---------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0 Shares
OWNED BY ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 63,750 Shares
WITH ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,750 Shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|X|
See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.6%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
SCHEDULE 13D
CUSIP No. 262 094 10 5 Page 4 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David Lindner
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF-- See Item 3
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5 CHECK 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
63,750 Shares
---------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0 Shares
OWNED BY ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 63,750 Shares
WITH ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,750 Shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|X|
See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.6%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
Page 5 of 9 Pages Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, $0.15 par value, ("Common Stock") of Driversshield.com Corp.
("Issuer"), a New York corporation, whose principal executive offices are
located at 51 Bethpage Road, Plainview, New York 11803. The percentage of
beneficial ownership in this statement is based upon 10,521,988 shares of Common
Stock outstanding as of November 10, 2000, which number is based on information
obtained from Issuer's Quarterly Report on Form 10-QSB for the period ended
September 30, 2000.
Item 2. Identity and Background
(a) This statement is filed on behalf of (i) Kirlin Holding Corp. ("Kirlin
Holding"), (ii) Anthony Kirincic and (iii) David Lindner.
(b) The principal office of Kirlin Holding is 6901 Jericho Turnpike,
Syosset, New York 11791. The business address of each of Messrs. Kirincic and
Lindner is 6901 Jericho Turnpike, Syosset, New York 11791. Page 2 of 9 Pages
(c) Kirlin Holding is a holding company engaged in securities brokerage and
trading and investment and merchant banking primarily through Kirlin Securities,
Inc. ("Kirlin Securities"), its principal operating subsidiary. Anthony Kirincic
is the President, Chief Financial Officer and a director of Kirlin Holding and
Chief Financial Officer and a director of Kirlin Securities. David Lindner is
the Chairman and Chief Executive Officer of both Kirlin Holding and Kirlin
Securities. The only other directors of Kirlin Holding are Edward J. Casey and
Harold Paul, each of whom is a director of Kirlin Holding. Mr. Casey is a
practicing attorney with McClintock Weston Benshoof Rochefort Rubalcava &
MacCuish, 444 South Flower Street, Los Angeles, California 90071. Mr. Paul is a
practicing attorney with Paul & Rosen LLP, 420 Lexington Avenue, New York, New
York 10170.
(d) During the last five years, none of the Reporting Persons or directors
identified in Item 2(c) has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons or directors
identified in Item 2(c) has been a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction resulting in any judgment,
decree or final order against it or him enjoining it or him from engaging in
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
<PAGE>
Page 6 of 9 Pages
(f) Kirlin Holding is a Delaware corporation. Each of Messrs. Kirincic,
Lindner, Casey and Paul are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transactions
No change.
Item 5. Interest in Securities of the Issuer
(a) Kirlin Holding beneficially owns 138,242 shares of Common Stock (or
1.3% of the Issuer's outstanding Common Stock), all of which shares of Common
Stock are held by Kirlin Securities.
Mr. Kirincic beneficially owns 63,750 of Common Stock (or .6% of the
Issuer's outstanding Common Stock). Such amounts consists of a warrant to
purchase 63,750 shares of Common Stock purchased in the Issuer's private
offering in December 1997 ("December 1997 Warrant").
Mr. Lindner beneficially owns 63,750 shares of Common Stock (or .6% of
the Issuer's outstanding Common Stock). Such amount consists of a December 1997
Warrant to purchase 63,750 shares of Common Stock.
Neither Mr. Casey or Mr. Paul, the only other directors of the Company,
beneficially own any Common Stock of Issuer.
(b) Kirlin Holding has the shared power to vote and dispose of the
138,242 shares of Common Stock described in (a) above, for which Kirlin
Securities nominally has voting and dispositive power.
Mr. Kirincic and his spouse have the sole power to vote and dispose of
the shares owned by them.
Mr. Lindner has the sole power to vote and dispose of the shares owned
by him.
Anthony Kirincic is the President and a Director of Kirlin Holding and
he beneficially owns 23.9% of the outstanding Common Stock of Kirlin Holding.
David Lindner is the Chairman and Chief Executive Officer of Kirlin Holding and
he beneficially owns 23.2% of the outstanding Common Stock of Kirlin
<PAGE>
Page 7 of 9 Pages
Holding. Accordingly, although individually neither of Messrs. Kirincic or
Lindner control Kirlin Holding, if they were to act together, they could control
Kirlin Holding. If they act together to exercise control over Kirlin Holding
they could be deemed to share voting and dispositive power over the shares owned
directly by Kirlin Holding and Kirlin Securities, or an aggregate of 138,242
additional shares each. Accordingly, each of Messrs. Kirincic and Lindner would
then be deemed to own 201,992 shares of Common Stock (1.9% of the Issuer's
outstanding Common Stock). Both Messrs. Kirincic and Lindner disclaim beneficial
ownership of the shares beneficially owned by Kirlin Holding or Kirlin
Securities.
(c) Kirlin Securities had a short position in its trading account as of
December 27, 2000. Kirlin Securities, as a broker-dealer, engages in regular
day-to-day trading relating to the maintenance of a secondary market for the
Issuer's Common Stock. In connection with such regular trading activity, from
the period commencing October 29, 2000 through December 27, 2000, Kirlin
Securities purchased 895,490 shares of Common Stock of the Issuer at an average
cost of $0.326 per share and sold 944,830 shares of Common Stock for an average
price of $0.332 per share. Accordingly, at the end of such 60-day period, Kirlin
Securities was a net seller of 49,340 shares.
Except for these transactions, none of the Reporting Persons has
engaged in any transactions of the Issuer's Common Stock during the 60 days
ending on December 27, 2000.
(d) Not applicable.
(e) On August 17, 1999, Mr. Kirincic ceased to beneficially own more
than 5% of the outstanding Common Stock of Issuer. On August 6, 1999, Mr.
Lindner ceased to beneficially own more than 5% of the outstanding Common Stock
of Issuer. On December 27, 2000, Kirlin Holding Corp. ceased to beneficially own
more than 5% of the outstanding Common Stock of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement*
2. Form of Investment Banking Warrant (incorporated by reference
from Exhibit 10.2 of the Issuer's Quarterly Report on Form
10-QSB for the period ended September 30, 1995).*
--------
*Previously filed.
<PAGE>
Page 8 of 9 Pages
3. Form of 1995 Offering Warrant (incorporated by reference from
Exhibit 10.3 of the Issuer's Annual Report on Form 10-KSB for
the year ended December 31, 1995).*
4. Form of December 1997 Warrant (incorporated by reference from
Exhibit 10.18 of the Issuer's Annual Report on Form 10-KSB for
the year ended December 31, 1997).*
<PAGE>
Page 9 of 9 Pages
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.
Dated: December 27, 2000
KIRLIN HOLDING CORP.
By: /s/ Anthony J. Kirincic
------------------------------
Name: Anthony J. Kirincic
Title: President
/s/ Anthony J. Kirincic
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Anthony J. Kirincic
/s/ David O. Lindner
----------------------------
David O. Lindner
