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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 7
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)
July 29, 1999
(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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13D - AMENDMENT NO. 7
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
PF
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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 OR ORGANIZATION
CALIFORNIA, USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 4,829,742
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,829,742
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PERSON 10 SHARED DISPOSITIVE POWER
WITH NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,829,742, INCLUDING 1,000,000 SHARES OF
SERIES B CONVERTIBLE PREFERRED 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)
44.2% OF THE COMMON STOCK 100% OF THE SERIES B CONVERTIBLE
49.4% OF VOTING POWER PREFERRED STOCK
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14 TYPE OF REPORTING PERSON*
IN - 4,749,742
EP - 80,000
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 3 OF 8 PAGES
This Amendment No. 7 amends, in relevant part as follows, the Schedule 13D,
filed June 30, 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
The $900,000 utilized to purchase thirty six (36) Units of Electropure,
Inc. securities, each Unit consisting of 25,000 shares of Common Stock and
12,500 three-year warrants to purchase Common Stock at $2.00 per share, as
described below, were from Mr. Frank's personal funds.
ITEM 4. PURPOSE OF THE TRANSACTION
On July 29, 1999, Mr. Frank subscribed for thirty six (36) Units of a
private placement offering conducted by Electropure for the sum of $900,000.
Each Unit of securities acquired consists of 25,000 shares of Common Stock and
12,500 three-year warrants to purchase Common Stock at $2.00 per share. The
warrants are redeemable by the Company at any time that the Common Stock of
Electropure shall equal or exceed $3.00 per share for thirty (30) consecutive
trading days.
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:
3,829,742 shares of Common Stock with one vote per share(1).
1,000,000 shares of Series B Convertible Preferred Stock with
four votes per share.
Mr. Frank owns beneficially 41.4% of the Common Stock (44.2%
if all of the warrants described below are exercised) and 100%
of the Series B Convertible Preferred Stock of Electropure.
Mr. Frank owns 49.4% 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.
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(1) Includes warrants for 300,000 shares of Common Stock exercisable at
$2.25 per share; 50,000 shares exercisable at $1.25 per share; and
450,000 shares exercisable at $2.00 per share.
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PAGE 5 OF 8 PAGES
(c) Since January 15, 1999, Mr. Frank has entered into the
following transactions with regard to Electropure's Common
Stock:
On July 29, 1999, Mr. Frank purchased thirty six (36) Units of
a private placement offering conducted by Electropure, Inc.
for the purchase price of $25,00 per Unit, or a total of
$900,000. Each Unit consists of 25,000 shares of Common Stock
and 12,500 three-year warrants to purchase Common Stock at
$2.00 per share. The warrants are redeemable by the Company at
$0.05 per warrant at any time the Common Stock shall equal or
exceed $3.00 per share for thirty (30) consecutive trading
days.
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
12/17/96 $ 1.25 50,000
02/22/96 $ 2.25 300,000
07/29/99 $ 2.00 450,000
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER
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 his July 29, 1999 subscription of Units, Mr. Frank has the
right until August 31, 2002 to purchase 450,000 shares of Electropure Common
Stock at $2.00 per share. Such right is subject to earlier redemption by
Electropure at $0.05 per warrant if the Common Stock shall equal or exceed $3.00
per share for thirty consecutive trading days.
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.
ITEM 7. EXHIBITS
10.10.A Subscription Agreement, December 6, 1989 *
10.10.B Subscription Agreement, October 10, 1990 *
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PAGE 6 OF 8 PAGES
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) ****
10.47.8 License Termination Agreement dated August 14, 1997 (effective
08/05/97) ***
10.10.W Stock Purchase Agreement - 01/15/99 *****
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* Previously filed in connection with Schedule 13D filed on
December 18, 1992 by the Reporting Person.
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PAGE 7 OF 8 PAGES
** 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, 1998.
***** Previously filed in connection Amendment No. 6 to Schedule 13D
filed on February 16, 1999 by the Reporting Person.
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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. 7 to Schedule 13D
is true, complete and correct.
Dated: August 26, 1999
/s/ ANTHONY M. FRANK
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Anthony M. Frank
