UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.3)
CERAMICS PROCESS SYSTEMS CORPORATION
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
156906109
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(CUSIP Number)
Benjamin Raphan
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5511
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 1, 1996
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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)
- -----------
(1) The remainder of this cover page shall be filed 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 the 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 1 of 9 Pages
<PAGE>
Schedule 13D
CUSIP No. 156906109 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norman J. Wechsler
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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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 1,669,980 (of which 1,500,000 shares of Common Stock
BENEFICIALLY are issuable upon conversion of convertible securities
OWNED BY of the Issuer).
EACH --------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON --
WITH --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,669,980 (of which 1,500,000 shares of Common Stock
are issuable upon conversion of convertible securities
of the Issuer).
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,669,980 (of which 1,500,000 shares of Common Stock are issuable upon
conversion of convertible securities of the Issuer).
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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)
17.7%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 9 Pages
<PAGE>
Schedule 13D
CUSIP No. 156906109 Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WACO PARTNERS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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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 1,669,980 (of which 1,500,000 of Common Stock are
BENEFICIALLY issuable upon conversion of convertible securities of
OWNED BY the Issuer).
EACH --------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON --
WITH --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,669,980 (of which 1,500,000 shares of Common Stock
are issuable upon conversion of convertible securities
of the Issuer).
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,669,980 (of which 1,500,000 shares of Common Stock are issuable upon
conversion of convertible securities of the Issuer).
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 9 Pages
<PAGE>
This Amendment No. 3 amends the Schedule 13D dated November 3, 1994 of
Norman J. Wechsler, an individual, and Waco Partners, a partnership
("Waco," and together with Norman J. Wechsler, the "Reporting
Persons"), as heretofore amended by Amendment No. 1 thereto dated
April 5, 1995 and Amendment No. 2 dated April 2, 1996, with respect to
the Common Stock, par value $.01 per share ("Common Stock"), of
Ceramics Process Systems Corporation (the "Issuer"). Except as
modified hereby, there has been no change in the information
previously reported in Amendment No. 2 to the Schedule 13D dated April
2, 1996 of the Reporting Persons. Pursuant to Rule 13d-2(c)
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), this Amendment No. 3 also restates certain
information previously reported by the Reporting Persons in the
Schedule 13D, as previously amended, filed in paper format.
Item 1. Security and Issuer.
This statement relates to shares of Common Stock, par value $.01 per
share, of the Issuer. The principal executive offices of the Issuer
are located at 111 South Worcester Street, Chartley, Massachusetts
02712.
Item 2. Identity and Backqround
(a) Pursuant to Rule 13d-l(f)(1) promulgated under the Exchange Act,
this Schedule 13D is being filed by Norman J. Wechsler, an individual,
and Waco Partners, a partnership ("Waco"). The Reporting Persons are
making this single, joint filing because they may be deemed to
constitute a "group" within the meaning of Section 13(d)(3) of the
Exchange Act.
(b) - (c)
Norman J. Wechsler
Mr. Wecheler is principally employed as the Chairman of the Board and
President of Wechsler & Co., Inc. a corporation ("WCI"). WCI is a
registered securities broker/dealer. The principal business address of
Mr. Wechsler is 105 South Bedford Road, Suite 310, Mt. Kisco, New York
10549.
Waco
Waco is a partnership engaged in acquiring and holding securities for
investment. The principal business address of Waco is 105 South
Bedford Road, Suite 310, Mt. Kisco, New York 10549. Pursuant to
Instruction C to Schedule 13D, the general partners of Waco are Norman
J. Wechsler, who has an 88.889% equity interest; Philip
Page 4 of 9 Pages
<PAGE>
Glickman, who has a 5.556% equity interest; Richard K. Zeeman, who has
a 4.444% equity interest; and Ricky Solomon, who has a 1.111% equity
interest. Mr. Wechsler's business address and present principal
occupation are set forth above. Mr. Glickman's business address is 105
South Bedford Road, Suite 310, Mt. Kisco, New York 10549. Mr. Glickman
is principally employed as Executive Vice President and Director of
Sales by WCI at the address indicated above. Mr. Zeeman's business
address is 105 South Bedford Road, Suite 310, Mt. Kisco, New York
10549. Mr. Zeeman is principally employed as Executive Vice President,
Treasurer and Secretary by WCI at the address indicated above. Mr.
Solomon is principally employed as Executive Vice President and
Director of Trading by WCI at the following address. Mr. Solomon's
business address is 105 South Bedford Road, Suite 310, Mt. Kisco, New
York 10549.
(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).
(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 none 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) Each of the individuals named in this Item 2 is a citizen of the
United States of America. Waco is a New York partnership.
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 equity security reported in Item 5(c) are as follows:
<TABLE>
<CAPTION>
Reporting Person Number of Shares Amount of Funds Source of Funds
---------------- ---------------- --------------- ---------------
<S> <C> <C>
Norman J. Wechsler 1,500,000 -0- N/A
169,980 -0- N/A
Waco Partners 1,500,000 $750,000 Working Capital
169,980 -0- N/A
</TABLE>
The 1,500,000 shares of Common stock are issuable upon conversion by
Waco of certain subordinated convertible notes of the Issuer held by
Waco (the "Notes"). The Notes also provide for the issuance of warrants
to purchase up to 1,125,000 shares of Common Stock at an exercise price
of $.50 per share, upon conversion of
Page 5 of 9 Pages
<PAGE>
the Notes on or prior to February 15, 1995 (the "Conversion
Warrants"). No additional consideration was paid by the Reporting
Persons in respect of the right to acquire the Conversion Warrants or
the Common Stock underlying the Conversion Warrants. The Notes were
not converted prior to such date. The 169,280 shares of Common Stock
were issued to Waco in satisfaction of the Issuer's obligation to pay
accrued interest on the Notes which become due in April 1996.
Item 4. Purpose of Transaction.
(c) In August 1994, Waco purchased from WCI in a private transaction,
for $500,000, a non-convertible subordinated promissory note of the
Issuer (the "$500,000 Note"). On October 27, 1994, Waco purchased from
the Issuer in a private transaction, a 10% subordinated convertible
note of the Issuer in the principal amount of $250,000 (the "$250,000
Note") for a purchase price of $250,000, convertible at the option of
Waco into up to 500,000 shares of Common Stock. At the same time, the
Issuer entered into an amendment of the $500,000 Note with Waco making
the $500,000 Note convertible at the option of Waco into up to
1,000,000 shares of Common Stock, subject to an increase in number of
authorized shares of Common Stock of the Issuer. The Issuer has
informed Waco that such increase was effected in February 1995.
The Reporting Persons previously reported the acquisition of an
aggregate of 329,601 shares of Common Stock, which shares were to be
issued in satisfaction of the Issuer's obligation to pay interest on
the Notes. Of such 329,601 shares of Common Stock, only 169,980 shares
were actually issued to Waco. Such shares were issued in satisfaction
of the Issuer's obligation to pay accrued interest due on the Notes on
September 1, 1995. The 159,621 shares of Common stock previously
reported to have been acquired in satisfaction of the Issuer's
obligation to pay accrued interest due on the Notes on April 1, 1996
were not issued to Waco because the Issuer elected to pay such interest
in cash.
The Notes and the 169,280 shares of Common Stock reported as being
beneficially owned by Waco, and by Mr. Wechsler as the managing general
partner of Waco, were acquired by Waco 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 convert the Notes, or either of them, into Common Stock,
may purchase additional shares of Common Stock in the open market or in
private transactions, or may dispose of the Notes, or either of them,
or all or a portion of the shares of Common Stock that each now owns or
hereafter may acquire.
Page 6 of 9 Pages
<PAGE>
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any
of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D of the Exchange Act.
Item 5. Interest in Securities of the Issuer.
(a) - (b)
As of November 1, 1996, 7,917,504 shares of Common Stock were issued
and outstanding, as reported on the Issuer's Quarterly Report on Form
10-Q for the three months ended September 30, 1996.
Norman J. Wechsler
Norman J. Wechsler beneficially owns 1,669,980 shares of Common Stock,
comprising 17.7% of the issued and outstanding shares of Common Stock,
consisting of 1,500,000 shares of Common Stock issuable upon conversion
of the Notes held of record by Waco and 169,980 shares of Common stock
held of record by Waco. Mr. Wechsler may be deemed to be a beneficial
owner of the shares of Common Stock issuable upon conversion of the
Notes and the 169,980 shares held by Waco by virtue of being the only
person in a position to determine the investment and voting decisions
of Waco with respect to such shares.
As the managing general partner of Waco, Mr. Wechsler has the sole
power to vote and dispose of 1,500,000 shares of Common Stock issuable
upon conversion of the Notes and the 169,980 shares of Common Stock
held of record by Waco.
Waco
Waco owns 1,669,980 shares of Common Stock, comprising 17.7% of the
issued and outstanding shares of the Common Stock, consisting of
1,500,000 shares of Common Stock issuable upon conversion of the Note
and 169,980 shares of Common Stock issued.
Waco has sole power to vote and dispose of all such shares.
(c) Other than the receipt of 169,980 shares of Common Stock, there
have been no other transactions to be reported.
(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) Not Applicable.
Page 7 of 9 Pages
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer.
Except as set forth above or 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 8 of 9 Pages
<PAGE>
SIGNATURES
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: March 28, 1997
WACO PARTNERS
By:/s/ Norman J. Wechsler
------------------------
Norman J. Wechsler,
Managing General Partner
/s/ Norman J. Wechsler
----------------------
NORMAN J. WECHSLER
Page 9 of 9 Pages
