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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. 16)*
AMERICAN FILM TECHNOLOGIES, INC..
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(Name of Issuer)
COMMON STOCK, $.002 PAR VALUE
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(Title of Class of Securities)
026 038-30-7
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(CUSIP Number)
Barry L. Burten, Esq.
Jeffer, Mangels, Butler & Marmaro LLP
2121 Avenue of the Stars, 10th Floor
Los Angeles, California 90067
(310) 203-8080
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 1997
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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 [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent or
less of such class.) (See Rule 13d-7.)
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.
*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
CUSIP NO. 026 038-30-7 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gerald M. Wetzler
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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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
53,643,667(1) Common Stock
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
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BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 53,643,667(1) Common Stock
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,643,667(1) Common Stock
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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)
44.63%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) See the information contained in Item 5(a) of this Amendment No. 16.
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CUSIP No. 026 038-30-7 Page 3 of 7 Pages
This Amendment No. 16 ("Am. No. 16"), filed on
behalf of Gerald M. Wetzler, a citizen of the United States, amends and
supplements the statement on Schedule 13D, as originally filed with the
Securities and Exchange Commission (the "Commission") on October 25, 1993 with
respect to Mr. Wetzler's ownership of common stock, par value $.002 per share,
of American Film Technologies, Inc. (the "Issuer"), as previously amended by
fifteen (15) separate amendments thereto, each filed with the Commission (as so
previously amended, the "Schedule 13D"). Unless otherwise indicated, all
information contained in the Schedule 13D shall not be invalidated by the filing
of this Am. No. 16 and shall remain as true and correct as of the date hereof
with reference to the facts in existence as of the date the Schedule 13D or
amendment containing such information was filed with the Commission.
Item 1. Security and Issuer.
Securities:
Common Stock, $.002 par value ("Common Stock")
Options to Acquire Common Stock ("Options")
Please see Item 5
Issuer: American Film Technologies, Inc.
300 Park Avenue, 17th Floor
New York, New York 10022
Item 2. Identity and Background.
(A) Gerald M. Wetzler
(B) 300 Park Avenue, 17th Floor, New York,
New York 10022
(C) Chairman of the Board and Chief Executive Officer
of the Issuer
300 Park Avenue, 17th Floor
New York, New York 10022
(D) Mr. Wetzler has not, during the last five years, been
convicted in a criminal proceeding.
(E) Mr. Wetzler has not, during the last five years,
been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction
as a result of which he was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating
activities subject to, federal or state securities
laws or finding any violation with respect to such
laws.
(F) Citizen of the United States of America.
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CUSIP No. 026 038-30-7 Page 4 of 7 Pages
Item 3. Source and Amount of Funds or Other Consideration.
On October 3, 1997, Mr. Wetzler sold to Mr. Robert
Bernhard 1,000,000 shares of Common Stock described in
Item 4(A) for consideration of $40,000. On September
25, 1997, Mr. Wetzler sold to Mr. Robert Frome
2,000,000 shares of Common Stock described in Item 4(A)
for consideration of $100,000. Each of Messrs.
Bernhard and Frome purchased the shares using his
personal funds.
Item 4. Purpose of Transaction.
(A) Since Am. No. 15, Mr. Wetzler disposed of
1,000,000 and 2,000,000 shares via sale in private
placements(detailed in the Form 4 filing) to Mr.
Robert Bernhard and Mr. Robert Frome,
respectively.
(B) This Am. No. 16 includes among shares beneficially
owned by Mr. Wetzler an additional:
(1) 3,164,544 shares issuable upon exercise of options to
purchase common stock at an exercise price of Six and
Twenty-Eight Hundredths Cents($0.0628) per share. These
are part of an option to purchase 10,000,000 shares, which
vests at 1 2/3% per month, commencing January 31, 1996 and
includes shares exercisable on this option within 60 days
of this filing.
(2) 30,000,000 shares issuable upon exercise of option to
purchase common stock at an exercise price of One Cent
($0.01) per share; provided that Mr. Wetzler does not sell
or transfer any shares issued upon exercise until March
12, 1997. This option was purchased by Mr. Wetzler from
Issuer on September 12, 1997 for an aggregate price of
$130,000, and vested on September 12, 1997. This option
terminates on September 12, 1999.
(3) 13,333,333 shares issuable upon conversion of a
$400,000 Senior Secured Convertible Promissory Note (the
"Promissory Note")at a conversion price equal to $.03 per
share. The Promissory Note was issued to Mr. Wetzler by
Issuer on October 14, 1997 and may be converted into
shares of Common Stock on such date; provided that Mr.
Wetzler does not sell or transfer any shares issued upon
conversion until April 14, 1998.
Item 5. Interest in Securities of Issuer.
(A) 53,643,667 shares of Common Stock representing
44.63% of the Common Stock outstanding as of
October 20, 1997. Section 13(d) of the Securities
Exchange Act of 1934, as amended ("Section 13(d)")
only obligates Mr. Wetzler to report beneficial
ownership as to those shares of Common Stock that
he has the right to acquire within sixty (60)
days.
(B) Mr. Wetzler has sole voting and investment power over
53,643,667 shares of Common Stock.
(C) The above figure (53,643,667) for shares beneficially held
by Mr. Wetzler does not include:
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CUSIP No. 026 038-30-7 Page 5 of 7 Pages
(1) 6,166,666 shares issuable upon exercise of option to
purchase common stock of the Issuer at an exercise price
of Six and twenty-eight hundredths Cents ($0.0628)per
share. This option was granted to Mr. Wetzler on January
1, 1996 and vests at 1 2/3% per month until its
expiration. At this time, 3,833,334 of the 10,000,000
shares issuable upon exercise of Wetzler's option to
purchase have or will vest within 60 days of this Am. No.
16. 668,750 of such shares pursuant to such option were
exercised on August 25, 1997 and identified, together with
the 3,164,544 unexercised portion, in Item 4(B) above. The
remaining 6,166,666 will not vest within 60 days of this
filing, and accordingly are not yet deemed to be
beneficially owned.
(D) Not applicable.
(E) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
(A) January 1, 1996 Option Agreement. Mr. Wetzler was granted
10,000,000 shares issuable upon exercise of his option to
purchase common stock at an exercise price of Six and
twenty-eight hundredths Cents ($0.0628) per share. The
option vests at 1 2/3% each month; thus, 166,667 shares
vest each month. The option terminates on January 1, 2001.
(B) June 17, 1996 Option Agreement. Mr. Wetzler purchased
20,000,000 shares issuable upon his option to purchase
common stock at an exercise price of Twelve Cents ($0.12)
per share. This option was terminated as of September 12,
1997. However, prior to such termination, Mr. Wetzler
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CUSIP No. 026 038-30-7 Page 6 of 7 Pages
had acquired 250,000 shares pursuant to such option, as
identified in Item 4(B) above.
(C) January 3, 1997 Option Agreement. Mr. Wetzler purchased
10,000,000 shares issuable upon exercise of his option to
purchase common stock at an exercise price of Seven Cents
($0.07) per share. The option was terminated on September
12, 1997 prior to any exercise.
(D) May 12, 1997 Option Agreement. Mr. Wetzler purchased
4,000,000 shares issuable upon exercise of his option to
purchase common stock at an exercise price of Nine Cents
($0.09) per share. The option was terminated as of
September 12, 1997 prior to any exercise.
(E) June 6, 1997 Option Agreement. Mr. Wetzler purchased
1,500,000 shares issuable upon exercise of his option to
purchase common stock at an exercise price of Nine Cents
($0.09) per share. The option was terminated as of
September 12, 1997 prior to any exercise.
(F) September 12, 1997 Option Agreement. Mr. Wetzler purchased
30,000,000 shares issuable upon exercise of his option to
purchase common stock at an exercise price of One Cent
($0.01) per share. The option vests as of the date of
grant and terminates as of September 12, 1999.
Item 7. Material to be Filed as Exhibits.
(A) The January 1, 1996 Option Agreement is incorporated by
reference to Exhibit 10.9 of the Issuer's Form 10-K annual
report for the fiscal year ended June 30, 1996.
(B) The June 17, 1996 Option Agreement is incorporated by
reference to Exhibit 10.16 of the Issuer's Form 10-K
annual report for the fiscal year ended June 30, 1996.
(C) The January 3, 1997 Option Agreement is incorporated by
reference to Exhibit 10.30 of the Issuer's Form 10-Q
quarterly report for the quarter ended March 31,1997.
(D) The September 12, 1997 Option Agreement is incorporated by
reference to Exhibit 10.19 of the Issuer's Form 10-K
annual report for the fiscal year ended June 30, 1997.
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CUSIP No. 026 038-30-7 Page 7 of 7 Pages
Signature
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.
October 24, 1997 /s/ Gerald M. Wetzler
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Date Gerald M. Wetzler
