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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 8
TO
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ELECTROPURE, INC.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
286133
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(CUSIP Number)
Catherine Patterson
Electropure, Inc.
23456 South Pointe Drive
Laguna Hills, CA 92653
(949) 770-9347
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 25, 2000
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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 (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. 8
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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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7 SOLE VOTING POWER
6,187,551
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
EACH ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 6,187,551
------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,187,551, 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)
56.8% of the Common Stock 100% of the Series B Convertible
Preferred Stock
53.4% of Voting Power
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14 TYPE OF REPORTING PERSON*
IN - 5,204,948
EP - 80,000
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 3 OF 8 PAGES
This Amendment No. 8 amends, in relevant part as follows, the Schedule 13D,
filed August 31, 1999, 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 $905,206 utilized to purchase 36.2 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, $900,000 were from Mr. Frank's personal funds and $5,206 represents
interest accrued on principal loans which have been converted to the Units.
ITEM 4. PURPOSE OF THE TRANSACTION
Between December 13, 1999 and February 10, 2000, Mr. Frank loaned
Electropure the aggregate sum of $400,000 at 10% annual interest. Under the
terms of the loans, Mr. Frank converted the principal balance, plus $5,206 in
interest accrued thereon, to 16.2 Units of a private placement offering
conducted by Electropure. 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 $4.00 per share for thirty
(30) consecutive trading days.
On March 6, 2000, Mr. Frank purchased an additional 20 Units of the
above-described private placement offering for the sum of $500,000.
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PAGE 4 OF 8 PAGES
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:
5,187,551 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 53.4% of the Common Stock (56.8% if all
of the warrants described below are exercised) and 100% of the
Series B Convertible Preferred Stock of Electropure. Mr. Frank owns
56.3% of the voting power of all classes of stock of Electropure.
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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 902,603 shares
exercisable at $2.00 per share.
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PAGE 5 OF 8 PAGES
(b) Mr. Frank has the sole voting and dispositive power over the shares
he owns.
(c) Since July 29, 1999, Mr. Frank has entered into the following
transactions with regard to Electropure's Common Stock:
On February 25, 2000, Mr. Frank converted $400,000 in principal
loans, plus $5,206 in accrued interest thereon, into 16.2 Units of a
private placement offering by Electropure, Inc. 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 $4.00 per share for thirty (30)
consecutive trading days.
On March 6, 2000, Mr. Frank purchased twenty (20) Units of the above
private placement offering conducted by Electropure, Inc. for the
purchase price of $25,000 per Unit, or a total of $500,000.
The following Warrants are currently exercisable by Mr. Frank:
DATE GRANTED PURCHASE PRICE NO. OF SHARES
------------ -------------- -------------
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
02/25/00 $2.00 202,603
03/06/00 $2.00 250,000
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. Mr. Frank also 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 his subscription of Units in February and March, 2000, Mr.
Frank has the right until May 23, 2003 to purchase 452,603 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 $4.00
per share for thirty consecutive trading days.
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PAGE 6 OF 8 PAGES
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 *
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 **
10.10.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) ****
10.10.W Stock Purchase Agreement - 01/15/99 *****
10.10.X 10% Two-Year Convertible Term Note - 12/13/99
10.10.Y 10% Two-Year Convertible Term Note - 01/25/00
10.10.Z 10% Two-Year Convertible Term Note - 02/10/00
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.
**** 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. 8 to Schedule 13D
is true, complete and correct.
Dated: March 10, 2000
/s/ ANTHONY M. FRANK
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Anthony M. Frank
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EXHIBIT INDEX
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) ****
10.10.W Stock Purchase Agreement - 01/15/99 *****
10.10.X 10% Two-Year Convertible Term Note - 12/13/99
10.10.Y 10% Two-Year Convertible Term Note - 01/25/00
10.10.Z 10% Two-Year Convertible Term Note - 02/10/00
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.
**** 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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EXHIBIT 10.10.X
10% TWO YEAR CONVERTIBLE TERM NOTE
$200,000 December 13, 1999
FOR VALUE RECEIVED, Electropure, Inc., a California Corporation, hereby
promises to pay ANTHONY M. FRANK, or assigns (the "Lender"), the principal sum
of Two Hundred Thousand Dollars ($200,000) on or before December 13, 2001, plus
interest accrued thereon at the rate of Ten Percent (10%) per annum.
Lender shall have the right, in his sole discretion, to convert the
principal and interest accrued on such loan into securities of Electropure, Inc.
and/or securities of the proposed subsidiary of Electropure, Inc. to be known as
Micro Imaging Technologies.
Any conversion of the loan, or any portion thereof, shall be at
mutually agreed upon terms.
In witness whereof, the parties have executed this 10% Two-Year
Convertible Term Note on the day and date set forth above.
ELECTROPURE, INC.
By: /s/ FLOYD H. PANNING /s/ ANTHONY M. FRANK
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Floyd H. Panning, President Anthony M. Frank
23456 South Pointe Drive 320 Meadowood Court
Laguna Hills, CA 92653 Pleasant Hill, CA 94523-3176
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EXHIBIT 10.10.Y
10% TWO YEAR CONVERTIBLE TERM NOTE
$100,000 January 25, 2000
FOR VALUE RECEIVED, Electropure, Inc., a California Corporation, hereby
promises to pay ANTHONY M. FRANK, or assigns (the "Lender"), the principal sum
of One Hundred Thousand Dollars ($100,000) on or before January 25, 2002, plus
interest accrued thereon at the rate of Ten Percent (10%) per annum.
Lender shall have the right, in his sole discretion, to convert the
principal and interest accrued on such loan into securities of Electropure, Inc.
and/or securities of the proposed subsidiary of Electropure, Inc. to be known as
Micro Imaging Technologies.
Any conversion of the loan, or any portion thereof, shall be at
mutually agreed upon terms.
In witness whereof, the parties have executed this 10% Two-Year
Convertible Term Note on the day and date set forth above.
ELECTROPURE, INC.
By: /s/ FLOYD H. PANNING /s/ ANTHONY M. FRANK
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Floyd H. Panning, President Anthony M. Frank
23456 South Pointe Drive 320 Meadowood Court
Laguna Hills, CA 92653 Pleasant Hill, CA 94523-3176
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EXHIBIT 10.10.Z
10% TWO YEAR CONVERTIBLE TERM NOTE
$100,000 February 10, 2000
FOR VALUE RECEIVED, Electropure, Inc., a California Corporation, hereby
promises to pay ANTHONY M. FRANK, or assigns (the "Lender"), the principal sum
of One Hundred Thousand Dollars ($100,000) on or before February 10, 2002, plus
interest accrued thereon at the rate of Ten Percent (10%) per annum.
Lender shall have the right, in his sole discretion, to convert the
principal and interest accrued on such loan into securities of Electropure, Inc.
and/or securities of the proposed subsidiary of Electropure, Inc. to be known as
Micro Imaging Technologies.
Any conversion of the loan, or any portion thereof, shall be at
mutually agreed upon terms.
In witness whereof, the parties have executed this 10% Two-Year
Convertible Term Note on the day and date set forth above.
ELECTROPURE, INC.
By: /s/ FLOYD H. PANNING /s/ ANTHONY M. FRANK
----------------------------------- ---------------------------------
Floyd H. Panning, President Anthony M. Frank
23456 South Pointe Drive 320 Meadowood Court
Laguna Hills, CA 92653 Pleasant Hill, CA 94523-3176
