SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. ____)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)
June 16, 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)
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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 ("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).
<PAGE>
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 433,500
SHARES
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ----
PERSON
WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
433,500
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
----
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
433,500
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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)
5.5%
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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
<PAGE>
SCHEDULE 13D
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CUSIP NO. 278864-20-2 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 433,500
SHARES
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ----
PERSON
WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
433,500
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
----
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
433,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
- --------------------------------------------------------------------------------
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
<PAGE>
Item 1. Security and Issuer.
This statement relates to shares of Common Stock, par value $.01 per
share ("Shares"), of Ecogen Inc. (the "Company"). The principal
executive offices of the Company are located at 2005 Cabot Boulevard
West, Langhorne, Pennsylvania 19047.
Item 2. Identity and Background
(a) Pursuant to Rule 13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), this Schedule
13D is being filed by Moses Marx, an individual, and United Equities
(Commodities) Company, a partnership ("United Equities Commodities").
The individual and entity hereinabove set forth are collectively
called the "Reporting Persons".
(b) - (c)
Moses Marx
Mr. Marx is principally employed as a securities broker. Mr. Marx
conducts his securities brokerage business in United Equities Company,
a partnership ("United Equities"). The principal business address of
each of Mr. Marx and United Equities is 160 Broadway, New York, New
York 10038.
United Equities Commodities
United Equities Commodities is an investment partnership. The
principal business address of United Equities Commodities is 160
Broadway, New York, New York 10038. Pursuant to Instruction C to
Schedule 13D, the general partners of United Equities Commodities are
Moses Marx, who has a 99% equity interest in United Equities
Commodities, and Philippe Katz and Dr. Joseph M. Fink, each of whom
has a .5% equity interest in United Equities Commodities. Mr. Marx'
principal employment is as set forth above. Mr. Katz is principally
employed as a securities broker. Mr. Katz conducts his securities
brokerage business in United Equities. The principal business address
of Mr. Katz is 160 Broadway, New York, New York 10038. Dr. Fink's
business address is 501 Madison Avenue, New York, New York 10022. Dr.
Fink is principally employed as a periodontist.
(d) To the best knowledge of the Reporting Persons, during the last
five years, none of the Reporting Persons has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
Page 4 of 8 Pages
<PAGE>
(e) To the best knowledge of the Reporting Persons, during the last
five years, none of the Reporting Persons has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and is subject to any judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or a finding of any
violation with respect to such laws.
(f) Mr. Marx is a citizen of the United States of America.
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 58,500 $203,000 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.
Additionally, the Reporting Persons held discussions with management
of the Company on June 20, 1997 with respect to the possibility that
the Reporting Persons may provide financing to the Company. No
agreements or arrangements have been made in such regard as of the
date hereof.
Page 5 of 8 Pages
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Item 5. Interest in Securities of the Issuer.
(a) - (b)
According to the Company's Form 10-Q for the Quarter Ended January,
31, 1997, there were, as of March 1, 1997, 7,880,169 shares of Common
Stock of the Company issued and outstanding.
Moses Marx. Mr. Marx beneficially owns 433,500 shares of Common Stock,
comprising 5.5% of the issued and outstanding shares of the Common
Stock. 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 433,500
shares of Common Stock, comprising 5.5% of the issued and outstanding
shares of the Common Stock.
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 3,000 shares of Common Stock, comprising 0.038% of
the issued and outstanding shares of the Common Stock. The Reporting
Persons specifically disclaim beneficial ownership of the shares of
Common Stock owned by Mr. Katz and disclaim membership in a Group.
(c) During the last 60 days, United Equities Commodities has made the
following open market purchases of shares of Common Stock on the
NASDAQ Small-Cap Market:
Number of Price
Date Shares Purchased Per Share
---- ---------------- ---------
06/10/97 12,000 $3.8125
06/16/97 7,000 3.3750
06/16/97 5,000 3.2500
06/17/97 14,000 3.4375
06/18/97 3,000 3.375
06/18/97 1,000 3.4375
06/19/97 7,000 3.375
06/20/97 2,000 3.375
06/23/97 7,500 3.375
Page 6 of 8 Pages
<PAGE>
(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.
Except as set forth in this Item 6 and elsewhere in this 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: June 25, 1997
/s/ Moses Marx
---------------------------------------
MOSES MARX
UNITED EQUITIES (COMMODITIES) COMPANY
By: /s/ Moses Marx
---------------------------------------
Moses Marx, General Partner
Page 8 of 8 Pages
