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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
GRADCO SYSTEMS, INC.
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
384111 100
(CUSIP Number)
Bressler, Amery & Ross, P.C.
17 State Street
New York, NY 10004
Attention: Bernard Bressler, Esq.
(212) 425-9300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 12, 1998
(Date of Event which Requires Filing of this Statement)
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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 should 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).
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SCHEDULE 13D
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CUSIP No. 384111 100
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Plenum Publishing Corporation ("Plenum"), and Martin E. Tash and Arlene S.
Tash ("Mr. and Mrs. Tash"), as a group. See Item 1 of separate cover pages
for each of Plenum and Mr. and Mrs. Tash for other required information.
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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
See Item 4 of separate cover pages for Plenum and Mr. and Mrs. Tash.
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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
See Item 6 of separate cover pages for Plenum and Mr. and Mrs. Tash.
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
See Item 7 of separate cover pages for Plenum and Mr. and Mrs. Tash.
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
See Item 8 of separate cover pages for Plenum and Mr. and Mrs. Tash.
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
2
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See Item 9 of separate cover pages for Plenum and Mr. and Mrs. Tash.
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
See Item 10 of separate cover pages for Plenum and Mr. and Mrs. Tash.
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
466,487 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)
5.9%
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14. TYPE OF REPORTING PERSON
See Item 14 of separate cover pages for Plenum and Mr. and Mrs. Tash.
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3
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SCHEDULE 13D
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CUSIP No. 384111 100
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Plenum Publishing Corporation
IRS Identification No. 13-5648711
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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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
Delaware
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
34,939
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
None
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
4
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34,939
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,939 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)
0.4%
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14. TYPE OF REPORTING PERSON
CO
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5
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SCHEDULE 13D
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CUSIP No. 384111 100
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Martin E. Tash
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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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
United States of America
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
111,990
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
244,558
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
111,990
6
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
244,558
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
431,548 shares of Common Stock (Includes currently exercisable options for
the purchase of 75,000 shares)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X]
CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
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14. TYPE OF REPORTING PERSON
IN
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7
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SCHEDULE 13D
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CUSIP No. 384111 100
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arlene S. Tash
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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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
United States of America
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
244,558
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
None
8
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
244,558
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,558 shares of Common Stock
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X]
CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
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14. TYPE OF REPORTING PERSON
IN
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9
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ITEM 1. SECURITY AND ISSUER
Security: Common Stock, no par value ("Common Stock")
Issuer: Gradco Systems, Inc. (the "Company")
3753 Howard Hughes Parkway
Suite 200
Las Vegas, Nevada 89109
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Amendment No. 7 to Statement on Schedule 13D is filed jointly by
the following persons to reflect the dissolution of the "group" (the "Group")
with respect to which this Schedule 13D was originally filed: (i) Plenum
Publishing Corporation, a Delaware corporation ("Plenum"); (ii) Martin E. Tash;
and (iii) Arlene S. Tash. Each of the Reporting Persons hereby disclaims
membership in the Group, and by this filing intends to terminate the Group's
Schedule 13D filing requirements under Section 13(d) of the Securities Act of
1934, as amended.
(b) The principal business and office address of Plenum is 233 Spring
Street, New York, NY 10013. The principal residential address of Martin E. Tash
and Arlene S. Tash is 17049 Northway Circle, Boca Raton, Florida 33496.
(c) The principal business of Plenum is publishing. The principal
occupation of Martin E. Tash is President and Chairman of the Board of Plenum
and the Company, the addresses of which are set forth above. Arlene S. Tash is
retired.
(d) None of the Reporting Persons has, during the past five years, been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the past five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in 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) Plenum is a Delaware corporation. Mr. and Mrs. Tash are both United
States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 20, 1998, Plenum distributed as a dividend to its stockholders
878,061 shares of the Company out of a total of 913,000 shares owned by Plenum
on that date. Plenum currently owns 34,939 shares of the Company.
Pursuant to the foregoing dividend, Plenum distributed 3,233 shares of the
Company to Mr.
10
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Tash, 74,558 shares jointly to Mr. and Mrs. Tash and 28,085 shares to an account
in Plenum's Profit Sharing Plan over which Mr. Tash has sole voting and
investment power.
As set forth in Item 6(b) below, on September 11, 1997, the Company granted
to Mr. Tash options for the purchase of 100,000 shares. Such options were
granted to Mr. Tash in consideration of his performance of services for the
Company.
ITEM 4. PURPOSE OF TRANSACTION
The purposes underlying the acquisition of securities of the Company by the
Reporting Persons are set forth in the original Schedule 13D and amendments
thereto filed by the Reporting Persons.
The purpose of the filing of this Amendment is to report that, commencing
with Plenum's announcement to dispose of substantially all of its shares of the
Company as set forth in Item 3 above, Plenum, on the one hand, and Mr. and Mrs.
Tash, on the other, no longer intend to act together for the purpose of
acquiring, holding, voting or disposing of equity securities of the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof:
(i) Plenum is the sole beneficial owner of 34,939 shares of the
Company which constitutes 0.4% of the Common Stock of the Company.
(ii) Martin E. Tash is the sole beneficial owner of 186,990 shares of
the Company, 75,000 of which constitute shares that Mr. Tash has the right to
acquire upon the exercise of currently exercisable stock options. Said 186,990
shares constitute 2.4% of the outstanding Common Stock of the Company [Note: The
75,000 shares which may be acquired upon the exercise of options have been
deemed outstanding for purposes of calculating the foregoing percentage.] In
addition, Mr. Tash may be deemed to be the beneficial owner of the shares owned
by Plenum since Mr. Tash is President and Chairman of the Board of Plenum. Mr.
Tash disclaims beneficial ownership of the shares owned by Plenum.
(iii) Martin E. Tash and Arlene S. Tash are the joint beneficial
owners of 244,558 shares of the Company, constituting 3.1% of the outstanding
Common Stock of the Company. In addition, Mrs. Tash may be deemed to be the
beneficial owner of the shares owned by Mr. Tash. Mrs. Tash disclaims
beneficial ownership of the shares owned by Mr. Tash.
The Reporting Persons in the aggregate may be deemed to own an aggregate of
5.9% of the Common Stock of the Company. However, effective March 12, 1998, the
Reporting Persons have dissolved the group previously identified in this
Schedule 13D. This filing represents the former
11
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group's final filing. Any further required filings will be made individually by
the former members of such group.
(b) (i) Plenum has the sole power to vote or direct the vote with respect
to all 34,939 shares that it owns.
(ii) Martin E. Tash has the sole power to vote or direct the vote with
respect to the 111,990 shares of which he is the sole beneficial owner.
(iii) Martin E. Tash and Arlene S. Tash share the power to vote or
direct the vote with respect to 244,558 shares.
(c) There have been no transactions effected by the Reporting Persons
since April 29, 1998 with respect to any shares of the Company.
(d) No person other than each respective owner of Common Stock referred to
herein is known to have the right to receive or the power to direct the receipt
of dividends from or the proceeds of sale of such Common Stock.
(e) As a result of the distribution described in Item 3 above, on March 20,
1998, Plenum ceased to be the beneficial owner of more than five percent of the
Common Stock of the Company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
(a) Options issued to Mr. Tash for the purchase of 50,000 shares of Common
Stock of the Company at an exercise price of $3.00 per share pursuant to the
Company's 1988 Stock Option Plan (as disclosed in Amendment No. 6 to this
Schedule 13D) are now all currently exercisable.
(b) On September 11, 1997, the Company granted to Mr. Tash options to
purchase 100,000 shares of Common Stock of the Company pursuant to the Company's
1997 Stock Option Plan, at an exercise price of $2.00 per share. The options
become exercisable in four installments of 25,000 each on and after February 15,
1998, 1999, 2000 and 2001. Options for 25,000 shares are currently exercisable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Stock Option Agreement dated as of September 11, 1997 between Gradco
Systems, Inc. and Martin E. Tash.
12
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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.
Date: June 29, 1998
PLENUM PUBLISHING CORPORATION
By:/s/ Martin E. Tash
------------------------------------
Name: Martin E. Tash
Title: President
Date: June 29, 1998
/s/ Martin E. Tash
- ------------------------------------
Martin E. Tash
Date: June 29, 1998
/s/ Arlene S. Tash
- ------------------------------------
Arlene S. Tash
13
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GRADCO SYSTEMS, INC.
STOCK OPTION AGREEMENT
UNDER 1997 STOCK OPTION PLAN
Stock Option SEPTEMBER 11, 1997
(Date of Grant)
GRADCO SYSTEMS, INC., a Nevada corporation (the "Company"), hereby grants
to MARTIN E. TASH (the "Optionee"), pursuant to the 1997 STOCK OPTION PLAN (the
"Plan") of the Company, a copy of which is available at the offices of the
Company and which is made a part hereof, an option to purchase a total of
100,000 shares (the "Total Shares") of Common Stock of the Company at the price
of $2.00 per share in U.S. funds (subject to adjustment as provided in Section 6
of the Plan), on the terms and conditions set forth in the Plan and hereinafter.
1. This option shall be exercisable for the number of shares and on the
dates set forth below:
(a) 25,000 shares on and after FEBRUARY 15, 1998;
(b) 25,000 shares on and after FEBRUARY 15, 1999;
(c) 25,000 shares on and after FEBRUARY 15, 2000; and
(d) 25,000 shares on and after FEBRUARY 15, 2001;
provided, however, that this option shall not be exercisable later than ten
years from the date hereof (hereinafter referred to as the "Expiration Date"),
nor shall this option be exercisable if sooner terminated as provided herein or
in the Plan.
2. This option and all rights hereunder, to the extent such rights shall
not have been exercised, shall terminate and become null and void ninety (90)
days after the Optionee ceases to be an employee of the Company or any of its
subsidiaries for any reason other than the death or total permanent disability
of the Optionee, during which ninety (90) day period the Optionee may exercise
the unexercised portion of the option that was exercisable as of the date of the
Optionee's termination of employment. In the event of the death or total
permanent disability of the Optionee while in the employ of the Company or any
of its subsidiaries, this option may be exercised for a period of three hundred
and sixty-five (365) days after the date of the Optionee's death, or date the
Optionee first became totally and permanently disabled, to the extent of the
Total Shares, whether or not then exercisable, less the number of shares already
issued hereunder; PROVIDED, HOWEVER, that in no event may this option be
exercised after the Expiration Date. Notwithstanding the foregoing, this option
may in no event be exercised by anyone to any extent in the event of a voluntary
dissolution, liquidation or winding up of the affairs of the Company or in the
event of a merger into, consolidation with, or sale or transfer of all or
substantially all of the assets of the Company, except under the circumstances
and pursuant to the
<PAGE>
terms set forth in the Plan, unless approved by the Board of Directors.
3. This option is exercisable with respect to all, or from time to time
with respect to any portion, of the shares then subject to such exercise, by
delivering written notice of such exercise to the office of the Secretary of the
Company. Each such notice shall be accompanied by payment in full of the
purchase price of such shares.
4. This option shall, during the Optionee's lifetime, be exercisable only
by him, and neither this option nor any right hereunder shall be transferable
except by will or laws of descent and distribution, or be subject to attachment,
execution or other similar process. In the event of any attempt by the Optionee
to alienate, assign, pledge, hypothecate or otherwise dispose of this option or
any right hereunder, except as provided for herein, or in the event of any levy,
attachment, execution or similar process upon the rights or interests hereby
conferred, the Company may terminate this option by notice to the Optionee and
this option shall thereupon become null and void.
5. Neither the granting of this option nor the exercise thereof shall be
construed as conferring upon the Optionee any right to continue in the
employment of the Company or any of its subsidiaries, or as interfering with or
restricting in any way the right of such corporation to terminate such
employment at any time.
6. Neither the Optionee, nor any person entitled to exercise his rights
in the event of his death, shall have any of the rights of a stockholder with
respect to the shares subject to this option, except to the extent that
certificates for such shares shall have been issued upon exercise of this option
as provided for herein.
7. The Company is relieved from any liability for the non-issuance or
non-transfer, or any delay in the issuance or transfer, of any shares of Common
Stock subject to this option which results from the inability of the Company to
obtain, or in any delay in obtaining, from each regulatory body having
jurisdiction, all requisite authority to issue or transfer shares of Common
Stock if the Company deems such authority necessary for the lawful issuance or
transfer of any such shares.
8. No Common Stock acquired by exercise of this option shall be sold or
otherwise disposed of in violation of any federal or state securities law or
regulation.
<PAGE>
9. This option shall be exercised in accordance with such
administrative regulations as the Board of Directors of the Company may from
time to time adopt. All decisions of the Board of Directors upon any
question arising under the Plan or under this instrument shall be conclusive
and binding upon the Optionee and all other persons.
GRADCO SYSTEMS, INC.
By: /s/ Martin E. Tash
-----------------------
Name: Martin E. Tash
Title: President
