<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------------------------
AMENDMENT NO. 5
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.
23456 South Pointe Drive
Laguna Hills, CA 92653
(949) 770-9347
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 14, 1998
(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).
<PAGE> 2
13D - AMENDMENT NO. 5
CUSIP NO. 286133 PAGE 2 OF 8 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ANTHONY M. FRANK
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
CALIFORNIA, USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,479,742
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,479,742
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH NONE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,479,742
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.0% OF THE COMMON STOCK
26.3% OF VOTING POWER
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN - 2,399,742
EP - 80,000
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
PAGE 3 OF 8 PAGES
This Amendment No. 5 amends, in relevant part as follows, the Schedule 13D,
filed February 11, 1998, 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.
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 23456 South Pointe Drive, 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 $300,000 used to acquire the shares of Common Stock of
Electropure indicated below, $200,000 was loaned to the Company on February 4,
1998. Such loan, plus $2,630.14 in accrued interest, was converted into 136,473
shares of Common Stock of Electropure, Inc. pursuant to the terms of the loan
agreement which was previously filed as Exhibit 10.10.V in connection with
Issuer's Form 10-KSB for the fiscal year ended October 31, 1997. All of the
funds utilized to purchase shares of Electropure, Inc. Common Stock, including
the shares purchased from Wyatt Technology Corporation as described below, were
from Mr. Frank's personal funds.
ITEM 4. PURPOSE OF THE TRANSACTION
On March 14, 1998, Mr. Frank purchased 100,000 shares of Electropure,
Inc. Common Stock in a private transaction from Wyatt Technology Corporation and
paid therefor the sum of $100,000.
On February 4, 1998, Mr. Frank loaned the sum of $200,000 to
Electropure, Inc. in exchange for a 10%-Two Year Convertible Term Note with the
right to convert all or any portion of such note into Common Stock of the
Company at a 25% discount to the fair market value of such Common Stock. In
accordance with the terms of such Note, the fair market value was determined as
the average of the bid and asked prices of the Company's Common Stock for the
thirty (30) consecutive trading days prior to the conversion date. On March 25,
1998, Mr. Frank elected to convert the entire $200,000 loan, plus $2,630.14
interest accrued thereon, into Common
<PAGE> 4
PAGE 4 OF 8 PAGES
Stock and received therefor, 136,473 shares of Electropure, Inc. Common Stock at
a conversion price of $1.4848 per share.
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.
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:
<PAGE> 5
PAGE 5 OF 8 PAGES
2,479,742 shares of Common Stock with one vote per share(1).
Mr. Frank owns beneficially 23.5% of the Common Stock; 26.3% if all
of the warrants described in in Item 6 are exercised. Mr. Frank
owns 20.6% 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 February 11, 1998 Mr. Frank has entered into the following
transactions with regard to Electropure's Common Stock:
On March 14, 1998, Mr. Frank purchased 100,000 shares of
Electropure, Inc. Common Stock from Wyatt Technology Corporation in
a private transaction for $1.00 per share.
On March 25, 1998, Mr. Frank acquired 136,473 shares of Common
Stock upon the exchange of a $200,000 principal loan made to the
Company on February 4, 1998, plus interest accrued thereon through
March 25, 1998.
The following Warrants are currently exercisable by Mr. Frank:
<TABLE>
<CAPTION>
DATE GRANTED PURCHASE PRICE NO. OF SHARES
-------------------------- ------------------------- --------------------------
<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.
Pursuant to an August, 1997 License Termination Agreement between the Company
and its former licensee, EDI Components, the Company is obligated to issue
shares to the investors of EDI Components 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
Value"). Of such shares, if and when issued by the Company, as an investor in
EDI Components, Mr. Frank is to receive 16,667, 12,501 and 9,090 shares valued
at $3.00, $4.00 and $5.50, respectively.
- --------
(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.
<PAGE> 6
PAGE 6 OF 8 PAGES
ITEM 7. EXHIBITS
<TABLE>
<C> <S>
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 **
10.10.T 10% Two-Year Convertible Term Note - 04/10/97 **
10.10.U 10% Two-Year Convertible Term Note - 01/26/98 ****
10.10.V 10% Two-Year Convertible Term Note - 02/04/98 (face sheet only) ****
</TABLE>
<PAGE> 7
PAGE 7 OF 8 PAGES
<TABLE>
<C> <S>
10.47.8 License Termination Agreement dated August 14, 1997 (effective 08/05/97) ***
</TABLE>
- -----------------------------------------------
* 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.
**** Previously filed in connection with Issuer's Form 10-KSB for the
fiscal year ended October 31, 1997.
<PAGE> 8
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. 5 to Schedule 13D
is true, complete and correct.
Dated: June 23, 1998
/S/ ANTHONY M. FRANK
--------------------------------------------------
Anthony M. Frank
