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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 Eliezer Sternheim, Ph.D. With a copy to:
President Avant! Corporation Lisa Goldman, Esq.
Sepragen Corporation 46871 Bayside Parkway Heller Ehrman White & McAuliffe
30689 Huntwood Drive Fremont, CA 94538 2500 Sand Hill Road
Hayward, CA 94544 (510) 413-8894 Menlo Park, CA 94025
(510) 476-0650 (650) 234-4218
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(Name, address and telephone number
of person authorized to receive
notices and communications)
</TABLE>
May 28, 1999
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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(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
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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
1) Name of Reporting Persons and S.S. or I.R.S. Identification No.
ELIEZER STERNHEIM
Social Security No.: ###-##-####
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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 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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Number of 7) Sole Voting Power
Shares 662,611 SHARES OF CLASS A COMMON STOCK*
Beneficially ------------------------------------------------------------
Owned by
Each 8) Shared Voting Power
Reporting NONE
Person With ------------------------------------------------------------
9) Sole Dispositive Power
662,611 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:
662,611 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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13) Percent of Class Represented by amount in Row (11): 16.3%
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14) Type of Reporting Person IN
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* Consisting of 520,833 shares of Class A Common Stock issued pursuant to a
subscription agreement; 52,083 shares of Class A Common Stock issuable upon
exercise of a warrant; 22,825 shares of Class A Common Stock issued
pursuant to purchases on the open market between 3/5/99 and 4/1/99; and
66,870 shares of Class A Common Stock issued pursuant to purchases on the open
market between 4/4/99 and 5/28/99.
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Page 3 of 6 Pages
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 December 31, 1998 (the most recent practicable date), there were 4,057,216
shares of Class A Common Stock issued and outstanding as reported on Issuer's
10-K filed on March 31, 1999. 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 Eliezer Sternheim, Ph.D., whose
business address is 46871 Bayside Parkway, Fremont, CA 94538. Mr. Sternheim
works for Avanti Corporation, a developer of electronic design automation tools
located at 46871 Bayside Parkway, Fremont, CA 94538.
Mr. Sternheim has not, during the last five years, convicted in a
criminal proceeding nor 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. Sternheim is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The source of the funds, consisting of cash in the amount of
$18,842.00, was the personal savings of Mr. Sternheim.
Item 4. Purpose of Transaction.
Securities of the Issuer were acquired for investment purposes.
Except for the effect of exercise of the Warrant held by Mr. Sternheim to
purchase additional shares of Class A Common Stock of the Issuer (the
"Warrant"), Mr. Sternheim has no plans or proposals that relate 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 of liquidation, involving the Issuer or any of its subsidiaries;
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Page 4 of 6 Pages
(c) A sale or transfer of a material amount of assets of the Issuer or
of any of its subsidiaries;
(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 Eliezer Sternheim is 662,611
shares of Class A Common Stock (or 16.3% of the outstanding shares of Class A
Common Stock, including the shares issuable to Mr. Sternheim upon exercise of
the Warrant for purposes of calculating such percentage) consisting of (i)
520,833 issued pursuant to the Subscription Agreement executed by Mr. Sternheim
and the Issuer on November 27, 1998 (the "Subscription Agreement"); (ii) 52,083
shares issuable upon exercise of the Warrant issued to Mr. Sternheim on November
27, 1998; (iii) 22,825 shares of Class A Common Stock issued pursuant to
purchases on the open market between March 15, 1999 and April 1, 1999; and (iv)
66,870 shares of Class A Common Stock, issued pursuant to purchases on the open
market between April 4, 1999 and May 28, 1999. The Warrant is exercisable any
time on or before December 1, 2001. 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 662,611 shares (or 16.3% of the outstanding shares of Class A
Common Stock). Mr. Sternheim 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
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Page 5 of 6 Pages
by Mr. Sternheim in the class of securities reported or that were effected
during the past 60 days or since the most recent filing on Schedule 13D.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to
Securities of the Issuer.
There are no contracts, arrangements, understandings, or relationships
between Mr. Sternheim 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. Sternheim's Schedule 13D filed February 16,
1999 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: June 24, 1999
By: /s/ ELIEZER STERNHEIM
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Eliezer Sternheim
