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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO SCHEDULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 1)
SEPRAGEN CORPORATION
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
817316-110
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CUSIP Number
<TABLE>
<S> <C> <C>
Vinit Saxena K. Charles Janac With a copy to:
President c/o Smart Machines Inc. Kyle Guse, Esq.
Sepragen Corporation 651 River Oaks Parkway Heller Ehrman White & McAuliffe
30689 Huntwood Drive San Jose, CA 95134 2500 Sand Hill Road, Ste. 100
Hayward, CA 94544 (408) 324-1234 Menlo Park, CA 94025
(510) 476-0650 (650) 234-4215
</TABLE>
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(Name, address and telephone number
of person authorized to receive
notices and communications)
December 8, 1998
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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-l(e), 13d-1(f) or 13d-1(g), check the following
box: / /
Note See Rule 13d-7(b) for other parties to whom copies are to be sent.
(Page 1 of 6 Pages)
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1 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).
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Page 2 of 6 Pages
Cusip No.: 817316-110
1) Name of Reporting Persons and S.S. or I.R.S. Identification No.
K. CHARLES JANAC
Social Security No.: ###-##-####
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2) Check the Appropriate Box if a Member of a Group*
(a) / /
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(b) / /
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3) SEC Use Only
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4) Source of Funds: PF
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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 of America
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7) Sole Voting Power
Number of 1,016,124 shares of Class A Common Stock*
Shares -----------------------------------------------------
Beneficially 8) Shared Voting Power
Owned by None
Each -----------------------------------------------------
Reporting 9) Sole Dispositive Power
Person With 1,016,124 shares of Class A Common Stock*
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10) Shared Dispositive Power
None
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,016,124 shares of Class A Common Stock*
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12) / / Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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Percent of Class Represented by amount in Row (11):
32% of outstanding shares of Class A Common Stock, including for purposes of
calculating such percentage the number of shares issuable to the reporting
person.
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Type of Reporting Person IN
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* Consisting of 781,457 shares of Class A Common Stock issued upon conversion of
principal and interest of a secured promissory note and 234,667 shares of Class
A Common Stock issuable upon exercise of a warrant.
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Page 3 of 6 Pages
Cusip No.: 817316-110
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Statement") relates to the Class
A Common Stock of Sepragen Corporation, a California corporation (the "Issuer").
As of November 13, 1998 (the most recent practicable date), there were
2,155,254 shares of Class A Common Stock issued and outstanding. As of March 31,
1998 (the most recent practicable date), there were approximately 102 holders of
record of the Common Stock. The address of the principal executive offices of
the Issuer is 30689 Huntwood Ave., Hayward, CA 94544.
Item 2. Identity and Background.
This Statement is being filed by K. Charles Janac, whose business
address is 651 River Oaks Parkway, San Jose, CA 95134. Mr. Janac is the Chief
Executive Officer and President of Smart Machines, Inc., a developer of high
technology equipment located at 651 River Oaks Parkway, San Jose, CA 95134.
Mr. Janac has not, during the last 5 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 law.
Mr. Janac is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds was the personal savings of Mr. Janac.
Item 4. Purpose of Transaction.
Securities of the Issuer were acquired for investment purposes. Except
for the effect of conversion of the Note or exercise of the Warrant (as defined
in Item 5), Mr. Janac has no plans or proposals that relate to or would result
in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or of any of its subsidiaries;
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Page 4 of 6 Pages
(d) 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) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure, including but not limited to, if the Issuer is a registered
closed-end investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of the Investment
Company Act of 1940;
(g) 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) Causing 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
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
The aggregate number and percentage of the class of securities
identified pursuant to Item 1 beneficially owned by K. Charles Janac is
1,016,124 shares of Class A Common Stock (or 32% of the outstanding shares of
Class A Common Stock, including the shares issuable to Mr. Janac for purposes of
calculating such percentage) consisting of (i) 781,457 issued upon Mr. Janac's
partial conversion of the principal and interest under the Secured Promissory
Note issued by the Issuer on August 18, 1998 previously reported in the August
18 Form 13D (the "Note") and (ii) 234,667 shares issuable upon exercise of the
Warrant issued to Mr. Janac on August 18, 1998 (the "Warrant"). On December 8,
1998 Mr. Janac exercised his rights under the Note and converted $350,000 of the
$550,000 Note plus the $16,308 of accrued interest into Class A common stock.
Sepragen Corporation paid off the remainder of the Note in cash. The Warrant is
exercisable any time on or before August 18, 2003. The number of shares as to
which there is sole power to vote or to direct the vote, and sole power to
dispose or to direct the disposition is 1,016,124 shares (or 32% of the
outstanding shares). Mr. Janac does not share power to vote or to direct the
vote or to dispose or direct the disposition of such shares, except with respect
to the effect, if any, of community property laws. There are no transactions by
K. Charles Janac in the class of securities reported or that are effected during
the past 60 days or since the most recent filing on Schedule 13D.
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Page 5 of 6 Pages
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect
to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
between Mr. Janac and any other person with respect to the securities of the
Issuer.
Item 7. Material to be filed as Exhibits.
Exhibits 1 and 2 to Item 7 of Mr. Janac's Schedule D filed August 28,
1998 are hereby incorporated by reference.
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Page 6 of 6 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 18, 1998
By: /s/ K. CHARLES JANAC
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K. Charles Janac
