SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)(1)
ECOGEN INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
278864-20-2
(CUSIP Number)
Emanuel J. Adler
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5565
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
October 31, 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 |_|.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
- ----------
(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 ("Act") 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
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CUSIP NO. 238864-20-2 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
MOSES MARX
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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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
UNITED STATES
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7 SOLE VOTING POWER
NUMBER OF 1,537,357
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ---
PERSON
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,537,357
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
----
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,537,357
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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)
17.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 8 Pages
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SCHEDULE 13D
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CUSIP NO. 238864-20-2 Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UNITED EQUITIES (COMMODITIES) COMPANY
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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
NEW YORK
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7 SOLE VOTING POWER
NUMBER OF 1,537,357
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ----
PERSON
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,537,357
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
----
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,537,357
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 8 Pages
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This Amendment No. 2 amends and supplements the Schedule 13D, dated June
16, 1997 as amended (the "Schedule D"), of Moses Marx and United Equities
(Commodities) Company ("United Equities Commodities") (the "Reporting Persons"),
with respect to the Common Stock, par value $.01 per share (the "Common Stock"),
of Ecogen, Inc. (the "Company"). Except as modified hereby, there has been no
change in the information previously reported in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
The source and amount of the funds used by the Reporting Persons to
purchase the shares of Common Stock reported in Item 5(c) are as follows:
Reporting Person Number of Shares Amount of Funds Source of Funds
- ---------------- ---------------- --------------- ---------------
Moses Marx -- -- --
United Equities 36,526 $ 95,880.75 Working Capital
Commodities
United Equities 512,444 $1,537,333.33 Surrender of 8%
Commodities Convertible
Senior
Subordinated
Note due July
10, 2002
United Equities 500,000 $1,500,000.00 Working Capital
Commodities
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Common Stock of the Company reported
herein as being owned by them for investment purposes. Depending upon
market conditions and other factors that the Reporting Persons may deem
material to their investment decisions, the Reporting Persons may purchase
additional shares of Common Stock of the Company in the open market or in
private transactions, or may dispose of all or a portion of the shares of
Common Stock of the Company that they now own or hereafter may acquire.
Although the Reporting Persons do not at this time have any specific plans
or proposals with respect to the following actions, if they were to
determine that the best interests of the stockholders of the Company would
be served by doing so, they may make proposals to the Company or its
stockholders that relate to or would result in one or more of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Exchange Act, including, without limitation, seeking board representation.
Page 4 of 8 Pages
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Item 5. Interest in Securities of the Issuer.
(a) - (b)
According to information provided by the Company, there were, as of October
29, 1997, 7,995,452 shares of Common Stock of the Company issued and
outstanding.
Moses Marx. Mr. Marx beneficially owns 1,537,357 shares of Common Stock,
comprising 17.1% of the issued and outstanding shares of the Common Stock.
These shares consist of (i) 524,913 shares of Common Stock owned of record
by United Equities Commodities, and (ii) 1,012,444 shares of Common Stock
issuable to United Equities Commodities upon the conversion of the New Note
described below. With respect to the shares described herein, Mr. Marx may
be deemed to be a beneficial owner by virtue of his being the only person
in a position to determine the investment and voting decisions of United
Equities Commodities with respect to such shares.
Mr. Marx, through United Equities Commodities, has sole power to vote and
dispose of all such shares.
United Equities Commodities. United Equities Commodities owns 1,537,357
shares of Common Stock, comprising 17.1% of the issued and outstanding
shares of the Common Stock as set forth above.
United Equities Commodities has sole power to vote and dispose of all such
shares.
Philippe D. Katz, a .5% partner in United Equities Commodities,
beneficially owns 8,000 shares of Common Stock, comprising less than 1% of
the issued and outstanding shares of the Common Stock. Dr. Joseph M. Fink,
a .5% partner in United Equities Commodities, beneficially owns 5,000
shares of Common Stock, comprising less that 1% of the issued and
outstanding shares of Common Stock. The Reporting Persons specifically
disclaim beneficial ownership of the shares of Common Stock owned by Mr.
Katz and Dr. Fink, respectively, and disclaim membership in a Group.
(c) Since the most recent filing of the Schedule 13D, United Equities
Commodities has made the following open market purchases of shares of
Common Stock on the NASDAQ National Market:
Number of Price
Date Shares Purchased Per Share
---- ---------------- ---------
11/4/97 36,526 $2 5/8
Page 5 of 8 Pages
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On October 31, 1997, the Company and its subsidiaries and United Equities
Commodities entered into a Convertible Note Purchase Agreement (the
"Purchase Agreement") pursuant to which United Equities Commodities
purchased, for an aggregate purchase price of $3,037,333.33, an 8%
Convertible Note due October 31, 2002 (the "New Note") in the principal
amount of $3,037,333.33. The purchase price was paid by cash payment of
$1,500,000, and the surrender to the Company of the 8% Convertible Senior
Subordinated Note due July 10, 2002, in the original principal amount of
$1,500,000 (the "Old Note") which had been issued to United Equities
Corporation on July 10, 1997 and which had an outstanding balance as of
October 31, 1997 of $1,537,333.33. The New Note is secured by substantially
all of the assets of the Company and the other borrowers named in the New
Note. The New Note provides United Equities Commodities with the right, at
the option of United Equities Commodities, at any time or from time to time
while the New Note is outstanding, to convert all or a portion of the
unpaid principal amount, and accrued interest, into Common Stock of the
Company at a price of $3.00 per share, subject to adjustment (the
"Conversion Price").
(d) Each of the Reporting Persons affirms that no person other than the
Reporting Persons has the right to receive, or the power to direct the
receipt of, dividends from, or the proceeds from the sale of, the Common
Stock owned by the Reporting Persons.
(e) It is inapplicable for the purposes hereof to state the date on which
the Reporting Persons ceased to be the owners of more than five percent of
the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
The Purchase Agreement provides United Equities Commodities with certain
demand and "piggy-back" registration rights with respect to the shares of
Common Stock of the Company issuable upon conversion of outstanding
principal and accrued interest under the New Note ("Conversion Shares").
Pursuant to the terms of the New Note, the Conversion Price (and pursuant
to the terms of the Warrant, as defined below, the exercise price of the
Warrant) is subject to adjustment upon the occurrence of certain events,
including: issuance of shares of Common Stock or securities exercisable to
purchase or convertible into shares of Common Stock for a sale price,
exercise price or conversion price less than the lower of (a) 90% of the
market price of the Company's Common Stock or (b) the
Page 6 of 8 Pages
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then prevailing Conversion Price (or exercise price of the Warrant, as the
case may be); stock splits, stock dividends or similar events; the
declaration of dividends upon the shares of Common Stock payable other than
out of earnings or earned surplus and otherwise than in shares of Common
Stock or convertible securities; or a merger or consolidation with another
corporation.
The New Note is redeemable, at the option of the Company, at any time or
from time to time while the Note is outstanding, at a redemption price
equal to the outstanding principal amount thereof and accrued interest
thereunder, provided (i) that on the date fixed for redemption the
Conversion Shares are covered by an effective registration statement under
the Securities Act of 1933, as amended, with respect to the resale thereof,
and (ii) that if the New Note is redeemed in whole or in part at any time
other than when the market price of the Common Stock (as defined in the New
Note), on each of 20 consecutive trading days ending within 15 days of the
date on which notice of redemption is given, equals or exceeds 150% of the
Conversion Price then in effect, the Company shall issue to the holder of
the New Note a Warrant (the "Warrant"), expiring on October 31, 2002, to
purchase such number of shares of Common Stock as equals the Conversion
Shares into which the portion of the New Note being redeemed is then
convertible, at an exercise price equal to the Conversion Price then in
effect.
Except as set forth elsewhere in this Amendment No. 2 to Schedule 13D, the
Reporting Persons do not have any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any
securities of the Company, including, but not limited to, transfer or
voting of any such securities, finders' fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
Page 7 of 8 Pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry, and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: November 12, 1997
/s/ Moses Marx
---------------------------------------
MOSES MARX
UNITED EQUITIES (COMMODITIES) COMPANY
By: /s/ Moses Marx
-----------------------------------
Moses Marx, General Partner
Page 8 of 8 Pages
