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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
NUTRAMAX PRODUCTS, INC.
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(Name of issuer)
COMMON STOCK, par value $0.001 per share
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(Title of class of securities)
67061A30
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(CUSIP number)
Donald E. Lepone
c/o NutraMax Products, Inc.
51 Blackburn Drive
Gloucester, MA 01930
(978) 283-1800
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(Name, address and telephone number of person authorized to receive notices and
communications)
March 1, 1999
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(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 5 Pages)
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*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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SCHEDULE 13D
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CUSIP NO. 67061A30 PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald E. Lepone
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
Not Applicable
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF 558,557
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 558,557
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
558,557
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.80%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 pages
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This Amendment No. 1 (this "Amendment") amends and supplements the Schedule
13D filed on January 25, 1999 (the "Schedule 13D"), by Donald E. Lepone
("Mr. Lepone" or the "Reporting Person") with respect to the Common Stock, par
value $.001 per share ("Common Stock"), of NutraMax Products, Inc. (the
"Company"). All capitalized terms used in this Amendment and not otherwise
defined herein have the meanings ascribed to such terms in the Schedule 13D.
Item 4. Purpose of Transaction.
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This Amendment is filed to report the expiration on March 1, 1999 of
500,000 options to purchase Common Stock which were granted to Mr. Lepone
pursuant to the Company's 1988 Stock Option Plan. Mr. Lepone received no value
from the Company in connection with the expiration of such options.
Mr. Lepone has no present plan to acquire additional securities of the
Company; however, no assurance can be given that Mr. Lepone may not from time to
time acquire additional securities of the Company depending upon future market
conditions. Except as set forth herein and except as may be required to carry
out his duties and responsibilities as Chief Executive Officer and Director of
the Company, Mr. Lepone has no present plan or proposal which relates to or
would result in:
(a) the acquisition of additional securities of the Company, or the
disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Company;
(f) any other material change in the Company's business or corporate
structure;
(g) changes in the Company's certificate of incorporation, bylaws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of the Company by any person;
(h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
Page 3 of 5 pages
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(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of Issuer.
--------------------------------
(a) Mr. Lepone beneficially owns an aggregate of 558,557 shares of Common
Stock (including 3,008 shares deemed to be beneficially owned by
Mr. Lepone pursuant to the Company's 401(k) plan, as of June 30,
1999), representing 7.80% of the issued and outstanding Common Stock.
In addition, the aggregate number of shares reported includes 1,500
shares that are owned by Mr. Lepone's daughter (shares to which
Mr. Lepone disclaims beneficial ownership pursuant to Rule 13d-4 under
the Securities Exchange Act of 1934).
(b) Mr. Lepone has the sole power to vote and the sole power to dispose of
the 558,557 shares of Common Stock.
(c) No transactions by Mr. Lepone required to be reported by this Item
have taken place in the last 60 days.
Page 4 of 5 pages
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Signature
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Donald E. Lepone
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Donald E. Lepone
Dated: August 5, 1999
Page 5 of 5 Pages
