UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No.1)(1)
ECOGEN INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
278864-20-2
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(CUSIP Number)
Emanuel J. Adler
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5565
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 10, 1997
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the 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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NUMBER OF 7 SOLE VOTING POWER
SHARES 988,387
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH --
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 988,387
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
988,387
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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)
11.6%
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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
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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*
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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NUMBER OF 7 SOLE VOTING POWER
SHARES 988,387
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH --
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 988,387
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
988,387
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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)
11.6%
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14 TYPE OF REPORTING PERSON*
PN
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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 3 of 8 Pages
<PAGE>
This Amendment No. l amends and supplements the Schedule 13D, dated June
16, 1997 (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:
<TABLE>
<CAPTION>
Reporting Person Number of shares Amount of Funds Source of Funds.
---------------- ---------------- --------------- ----------------
<S> <C> <C> <C>
Moses Marx -- -- --
United Equities 54,887 $170,120.31 Working Capital
Commodities;
United Equities 500,000 $1,500,000 Working Capital
Commodities
</TABLE>
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
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) - (b)
According to information provided by the Company, there were, as of
July 1, 1997, 7,994,710 shares of Common Stock of the Company issued
and outstanding.
Moses Marx. Mr. Marx beneficially owns 988,387 shares of Common Stock,
comprising 11.6% 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 988,387
shares of Common Stock, comprising 11.6% 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 5,000 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 2,000 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
---- ---------------- ---------
07/08/97 1,000 $3.375
07/09/97 3,000 3.375
07/10/97 6,000 3.25
07/17/97 39,349 3.0625
07/17/97 5,538 3.00
Page 5 of 8 Pages
<PAGE>
On July 10, 1997, the Company and its subsidiaries and United Equities
Commodities entered into a Convertible Senior Subordinated Note
Purchase Agreement ( the "Purchase Agreement") pursuant to which
United Equities Commodities purchased, for $1,500,000, an 8%
Convertible Senior Subordinated Note, due July 10, 2002, in the
principal amount of $1,500,000 (the "Note"). The 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 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 (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 Note ("Conversion
Shares").
Pursuant to the terms of the Note, the Conversion Price 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 then prevailing
Conversion Price; 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 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 that the Note may not be redeemed
Page 6 of 8 Pages
<PAGE>
before July 10, 2000 unless (i) the market price of the Common Stock
(as defined in the 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, and
(ii) the Conversion Shares are, at the date of redemption, covered by
an effective registration statement under the Securities Act of 1933,
as amended.
Except as set forth elsewhere in this Amendment No. 1 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: July 24, 1997
/s/ Moses Marx
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Moses Marx
United Equities (Commodities) Company
By: /s/ Moses Marx
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Moses Marx, General Partner
Page 8 of 8 Pages
