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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 3
TO
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ELECTROPURE, INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
286133
(CUSIP Number)
Catherine Patterson
Electropure, Inc.
23251 Vista Grande, Suite A
Laguna Hills, CA 92653
(714) 770-9347
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 7, 1997
(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 [ ].
(Continued on following pages)
(Page 1 of 8 pages)
The information required in 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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SCHEDULE 13D-AMENDMENT NO. 3
CUSIP No. 286133 PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony M. Frank
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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*
PE
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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
California, USA
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7 SOLE VOTING POWER
2,037,084
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,037,084
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,037,084
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0% of the Common Stock
31.8% of voting power
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14 TYPE OF REPORTING PERSON*
IN - 1,957,084
EP - 80,000
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 3 OF 8 PAGES
This Amendment No. 3 amends, in relevant part as follows, the Schedule 13D,
filed August 14, 1997, of Anthony M. Frank (the "Reporting Person") with respect
to the common stock, $0.01 par value per share ("Common Stock") of Electropure,
Inc., a California corporation, formerly HOH Water Technology Corporation.
ITEM 1. SECURITY AND ISSUER
Common Stock, $0.01 par value, of Electropure, Inc., a California
corporation ("Electropure"). Electropure's principal executive office is located
at 23251 Vista Grande, Suite A, Laguna Hills, California 92653.
ITEM 2. IDENTITY AND BACKGROUND
(a) Anthony M. Frank
(b) 320 Meadowood Court, Pleasant Hill, CA 94523
(c) Retired - former Postmaster General
(d) Not applicable
(e) Not applicable
(f) U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Of the $157,110 used to acquire the shares of Common Stock of
Electropure indicated below, $150,000 was loaned to the Company's licensee, EDI
Components ("EDI"), and under an agreement with the Company, the principal loans
and $7,110 in interest accrued thereon was converted into 418,960 shares of
Common Stock of Electropure. The transactions which require the filing of this
Schedule involve the sale of a portion of such shares. All of the funds utilized
to purchase shares of Common Stock from Electropure, including amounts
previously loaned to or invested in EDI, were from Mr. Frank's personal funds.
ITEM 4. PURPOSE OF THE TRANSACTION
On October 7, 1997, Mr. Frank sold 200,000 shares of Common Stock
which he had acquired, at $0.375 per share, upon the conversion of $150,000
loans (plus interest) made to the Company licensee, EDI Components. The sale of
such shares were made in private transactions at cost, to Mr. Frank's daughter,
Tracy Frank (100,000 shares) and to Ronald J. O'Hare (50,000 shares) and
Catherine Patterson (50,000 shares).
Mr. Frank may in the future acquire, hold and dispose of shares of
Common Stock or warrants or options for such Common Stock or other securities of
Electropure and such transactions may be in the open market, privately or
directly from Electropure.
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PAGE 4 OF 8 PAGES
Except as set forth above, Mr. Frank does not have any plans or
proposals which may have, which relate to or which would result in:
(a) The acquisition by any person of additional securities of
Electropure, or the disposition of securities of
Electropure;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Electropure or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
Electropure or any of its subsidiaries;
(d) Any change in the present Board of Directors or management
of Electropure, 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 Electropure;
(f) Any other material change in Electropure's business or
corporate structure;
(g) Changes in Electropure's charter, bylaws or instruments,
correspondence thereto or other actions which may impede
the acquisition or control of Electropure by any person;
(h) Causing a class of securities of Electropure to be delisted
from a national securities exchange or to cease to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of Electropure becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) Mr. Frank owns the following shares of Electropure:
2,037,084 shares of Common Stock with one vote per
share(1).
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(1) Includes warrants for 300,000 shares of Common Stock exercisable at $2.25
per share and 50,000 shares exercisable at $1.25 per share.
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PAGE 5 OF 8 PAGES
Mr. Frank owns beneficially 31.8% of the Common Stock;
36.0% if all of the warrants described in in Item 6 are
exercised. Mr. Frank owns 23.0% of the voting power of all
classes of stock of Electropure.
(b) Mr. Frank has the sole voting and dispositive power over
the shares he owns.
(c) Since August 14, 1997, Mr. Frank has entered into the
following transactions with regard to Electropure's Common
Stock:
In August, 1997, Mr. Frank acquired shares of Common Stock
upon the exchange of $150,000 in principal loans previously
made to the Company's licensee EDI Components ("EDI"). In
accordance with the terms of the August, 1997 License
Termination Agreement entered into between the Company and
EDI, Mr. Frank converted such principal loans, plus $7,110
in accrued interest, into 418,906 shares at $0.375 per
share. On October 7, 1997, Mr. Frank sold, at his cost,
200,000 of such shares to his adult daugher, Tracy F. Frank
(100,000 shares), and to Ronald J. O'Hare (50,000 shares)
and Catherine Patterson (50,000 shares). Mr. O'Hare is
currently employed by the Company and formerly served as a
Director. Ms. Patterson currently serves as Corporate
Secretary and Chief Financial Officer of the Company.
On October 1, 1997, Mr. Frank assigned, at no cost,
warrants to purchase 4,000 shares of the Company's Common
Stock at $0.50 per share to Mr. William Farnam, a Director
of the Company, who subsequently exercised same. Such
warrants were scheduled to expire at 5:00 P.M. on October
1, 1997 (pursuant to the above-referenced Licensed
Termination Agreement).
The following Warrants are currently exercisable by Mr.
Frank:
<TABLE>
<CAPTION>
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DATE GRANTED PURCHASE PRICE NO. OF SHARES
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<S> <C> <C>
12/17/92 $ 1.25 50,000
02/22/96 $ 2.25 300,000
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER
Pursuant to the transactions described in Item 5 above, Mr. Frank
has the right, until December 17, 2002 to purchase 50,000 shares of
Electropure's Common Stock at $1.25 per share. Additionally, Mr. Frank has the
right, until February 22, 2001 to purchase 300,000 shares of Common Stock at
$2.25 per share.
In addition to the 362,500 shares of Common Stock (valued at $725,000) issued to
the investors of EDI Components (of which Mr. Frank received 25,000 shares)
pursuant to the August, 1997 License Termination Agreement, the Company has
agreed to issue Additional Shares upon the Common Stock of the Company first
having a per share market value for thirty consecutive trading days equal to or
in excess each of $3.00, $4.00 and $5.50 per share (each a "Trigger
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PAGE 6 OF 8 PAGES
Value"). The aggregate value of such Additional Shares shall equal $675,006,
$675,012 and $674,982, respectively, for a total additional value of $2,025,000.
Of such Additional Shares, if and when issued by the Company, Mr. Frank is to
receive 16,667, 12,501 and 9,090 shares valued at $50,001, $50,004 and $49,995,
respectively, for a total additional value of $150,000. If all of the Additional
Shares are issued pursuant to the License Termination Agreement, Mr. Frank will
have received 63,258 shares of the Company's Common Stock valued at $200,000.
ITEM 7. EXHIBITS
10.10.A Subscription Agreement, December 6, 1989*
10.10.B Subscription Agreement, October 10, 1990*
10.10.C Subscription Agreement, March 1, 1991*
10.10.D Warrants for 4,444 shares (Warrant No. 219 - 11/17/89)*
10.10.E Warrants for 2,222 shares (Warrant No. 278 - 10/18/90)*
10.10.F Warrants for 6,250 shares (Warrant No. 299 - 03/27/91)*
10.10.G Warrants for 2,500 shares (Warrant No. 324 - 08/06/92)*
10.10.H Warrants for 3,125 shares (Warrant No. 332 - 08/06/92)*
10.10.I Warrants for 25,000 shares (Warrant No. 361 - 12/18/92)*
10.10.J Warrants for 50,000 shares (Warrant No. 360 - 12/17/92)*
10.10.K Warrants for 20,000 shares (Warrant No. E-1003 - 07/29/92)*
10.10.L Warrants for 2,500 shares (Warrant No. E-1024 - 06/24/93)**
10.10.M Warrants for 5,000 shares (Warrant No. E-1029 - 05/25/94)**
10.10.N Warrants for 5,000 shares (Warrant No. E-1030 - 06/17/94)**
10.10.O Warrants for 4,000 shares (Warrant No. E-1034 - 03/27/95)**
10.10.P Warrants for 300,000 shares (Warrant No. 388 - 02/22/96)**
10.10.Q Stock Right Agreement No. E-1034**
10.10.R 10% Two-Year Convertible Term Note - 12/31/96**
10.10.S 10% Two-Year Convertible Term Note - 02/25/97**
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PAGE 7 OF 8 PAGES
10.10.T 10% Two-Year Convertible Term Note - 04/10/97**
10.47.8 License Termination Agreement dated August 14, 1997
(effective 08/05/97)***
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* Previously filed in connection with Schedule 13D filed on December 18, 1992
by the Reporting Person.
** Previously filed in connection with Amendment No. 1 to Schedule 13D filed on
June 2, 1997 by the Reporting Person.
*** Previously filed in connection with Issuer's Form 10-QSB for the fiscal
quarter ended July 31, 1997.
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PAGE 8 OF 8 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Amendment No. 3 to Schedule 13D
is true, complete and correct.
Dated: October 7, 1997
/s/ ANTHONY M. FRANK
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Anthony M. Frank
