SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a).
(Amendment No. 2)(1)
CELLULAR TECHNICAL SERVICES, CO., INC.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
151167103
(CUSIP Number)
Copy to:
Harvey Sandler Morrison Cohen Singer & Weinstein, LLP
1555 North Park Drive 750 Lexington Avenue
Suite 101 New York, New York 10022
Weston, Florida 33326 Telephone (212) 735-8600
Telephone (954) 389-7100
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
April 27, 1999
(Date of Event which Requires Filing 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 the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following page(s))
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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>
CUSIP No. 151167103 13D
________________________________________________________________________________
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Harvey Sandler
________________________________________________________________________________
2 Check the Appropriate Box if a Member of a Group*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC Use Only
________________________________________________________________________________
4 Source of Funds*
PF, WC
________________________________________________________________________________
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [_]
________________________________________________________________________________
6 Citizenship or Place of Organization
United States
________________________________________________________________________________
7 Sole Voting Power
Number of 40,253 shares 1.8%
Shares _________________________________________________________________
8 Shared Voting Power
Beneficially
2,000 shares .1%
Owned By
_________________________________________________________________
Each 9 Sole Dispositive Power
Reporting 40,253 shares 1.8%
Person _________________________________________________________________
10 Shared Dispositive Power
With
2,000 shares .1%
________________________________________________________________________________
11 Aggregate Amount Beneficially Owned by Each Reporting Person
42,253 shares
________________________________________________________________________________
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
[_]
________________________________________________________________________________
13 Percent of Class Represented by Amount in Row (11)
1.9%
________________________________________________________________________________
14 Type of Reporting Person*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP No. 151167103 13D
________________________________________________________________________________
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Phyllis Sandler
________________________________________________________________________________
2 Check the Appropriate Box if a Member of a Group*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC Use Only
________________________________________________________________________________
4 Source of Funds*
PF, WC
________________________________________________________________________________
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [_]
________________________________________________________________________________
6 Citizenship or Place of Organization
United States
________________________________________________________________________________
7 Sole Voting Power
Number of 2,000 shares .1%
Shares _________________________________________________________________
8 Shared Voting Power
Beneficially
40,253 shares 1.8%
Owned By
_________________________________________________________________
Each 9 Sole Dispositive Power
Reporting 2,000 shares .1%
Person _________________________________________________________________
10 Shared Dispositive Power
With
40,253 shares 1.8%
________________________________________________________________________________
11 Aggregate Amount Beneficially Owned by Each Reporting Person
42,253 shares
________________________________________________________________________________
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
[_]
________________________________________________________________________________
13 Percent of Class Represented by Amount in Row (11)
1.8%
________________________________________________________________________________
14 Type of Reporting Person*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
This statement, dated April 27, 1999, constitutes Amendment No. 2 to the
Schedule 13D, dated March 27, 1997, regarding the reporting persons ownership of
certain securities of Cellular Technical Services, Co., Inc. (the "Issuer").
This Schedule 13D is hereinafter referred to as the "Schedule." All
capitalized terms used herein and otherwise undefined shall have the meanings
ascribed in the Schedule.
This Amendment No. 2 to the Schedule is filed in accordance with Rule 13d-2
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by the
reporting persons. It shall refer only to information which has materially
changed since the filing of the Schedule.
The information contained herein reflects a one-for-ten reverse stock split
effected as of January 5, 1999.
ITEM 3. Source and Amounts of Funds or Other Consideration
The individual reporting person obtained funds for the purchase of the
securities from the working capital of the reporting person's personal
investment account.
The amount of funds used in acquiring the additional securities are set
forth below:
Name Amount of Consideration
---- -----------------------
Harvey Sandler $138,316
Harvey Sandler, IRA Rollover Account $793,061
ITEM 4. Purpose of Transaction.
The reporting persons acquired their securities for the purposes of
investment.
Other than the reporting persons purchase or sale of additional securities
of the Issuer, no reporting person has any present plans or proposals which
would relate to or result in any of the matters set forth in subparagraphs (a)
through (j) of Item 4 of Schedule 13D except as set forth herein.
ITEM 5. Interests in Securities of the Issuer.
(a) The following list sets forth the aggregate number and percentage
(based on 2,281,509 shares of Common Stock outstanding as reported by the Issuer
in its Form 10-K for the year ended December 31, 1998, as of March 15, 1999) of
outstanding shares of Common Stock owned beneficially by each reporting person
named in Item 2, as of April 27, 1999:
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Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
---- ------------------ ------------------
Harvey Sandler 42,253(2),(3) 1.9%
Phyllis Sandler 42,253(2),(3) 1.9%
(b) Harvey Sandler has sole power to vote and to dispose of 40,253 shares
of Common Stock, representing approximately 1.8% of the outstanding Common
Stock. By virtue of being the husband of Phyllis Sandler, Harvey Sandler may be
deemed to have shared power to vote and to dispose of 2,000 shares of Common
Stock, representing approximately .1% of the outstanding Common Stock.
Phyllis Sandler has sole power to vote and to dispose of 2,000 shares of
Common Stock, representing approximately .1% of the outstanding Common Stock
(including 100 shares held in the Phyllis Sandler IRA Account). By virtue of
being the wife of Harvey Sandler, Phyllis Sandler may be deemed to have shared
power to vote and to dispose of 40,253 shares of Common Stock, representing
approximately 1.8% of the outstanding Common Stock.
(c) The following is a description of all transactions in shares of Common
Stock of the Issuer by the persons identified in Item 2 of this Schedule 13D
effected from February 25, 1999 through April 27, 1999, inclusive:
Purchase or Number of Shares Purchase or
Name of Shareholder Sale Date Purchased or (Sold) Sale Price
------------------- --------- ------------------- ----------
Harvey Sandler 4/27/99 (16,700) $9.0000
4/27/99 (4,800) 8.4375
4/27/99 (5,000) 8.3750
4/27/99 (7,150) 8.8750
4/27/99 (3,000) 8.1250
4/27/99 (2,500) 11.0000
4/27/99 (2,400) 9.0625
4/27/99 (2,900) 10.9375
4/27/99 (3,600) 8.2500
4/27/99 (1,800) 8.1875
4/27/99 (800) 9.1250
4/27/99 (700) 8.1250
4/27/99 (400) 11.1250
4/27/99 (100) 11.2500
4/27/99 (100) 10.8125
4/27/99 (100) 10.7500
4/27/99 (100) 9.1875
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(2) Includes 100 shares of Common Stock held in Mrs. Sandler's IRA
Account.
(3) The reporting person disclaims beneficial ownership of these
securities, except to the extent of his/her equity interest therein.
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Purchase or Number of Shares Purchase or
Name of Shareholder Sale Date Purchased or (Sold) Sale Price
------------------- --------- ------------------- ----------
Harvey Sandler
IRA Rollover Account 4/27/99 (1,600) $11.1250
4/27/99 (1,500) 11.0625
4/27/99 (9,225) 11.0000
4/27/99 (100) 11.3750
4/27/99 (600) 11.1875
4/27/99 (1,800) 10.8750
4/27/99 (1,300) 10.8125
4/27/99 (1,000) 10.7500
4/27/99 (500) 11.2500
Phyllis Sandler 4/27/99 (1,200) $10.5625
The transactions were effected in the over-the-counter market.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of such securities.
(e) Effective April 27, 1999, the reporting persons ceased to be the
beneficial owners of more than five percent (5%) of the Common Stock.
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<PAGE>
Signature
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned hereby certifies that the information set forth in this
Schedule is true, complete, and correct.
Dated: October 30, 2000
/s/ Harvey Sandler
---------------------------
Harvey Sandler
/s/ Phyllis Sandler
---------------------------
Phyllis Sandler
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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