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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. 12)*
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)
Robert E. Braun, 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)
January 3, 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).
SEC 1746 (12-91)
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SCHEDULE 13D
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CUSIP No. 026 038-30-7 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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 PROCEEDING 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 | | 33,082,667(1) Common Stock
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER
EACH | | -0-
REPORTING | 9 | SOLE DISPOSITIVE POWER
PERSON WITH | | 33,082,667(1) Common Stock
| 10 | SHARED DISPOSITIVE POWER
| | -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,082,667(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)
31%(1)
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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 of this Amendment No. 12.
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CUSIP No. 026 038-30-7 Page 3 of 6 Pages
This Amendment No. 12 (this "Amendment No. 12"), 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
eleven (11) 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 Amendment No. 12 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) Investor
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 6 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable.
Item 4. Purpose of Transaction.
As of January 3, 1997, Mr. Wetzler was granted the Option to
purchase 10,000,000 shares of Common Stock by the Issuer,
which are not exercisable until July, 1997, and are therefore
not reported hereunder. The exercise price for such Option is
Seven Cents ($0.07) per share for an aggregate price of
$200,000. This Option shall terminate on January 3, 2000. In
January, 1997, Mr. Wetzler disposed of 295,000 shares of
common stock by way of sale and 100,000 shares of common stock
by way of gift. In January and February, 1997, an additional
333,334 shares of the Company's Common Stock became issuable
upon the exercise of outstanding options.
Item 5. Interest in Securities of Issuer.
(a) 33,082,667 shares of Common Stock representing 31%
of the Common Stock outstanding as of January 3,
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.(1)
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(1) This includes 3,000,000 shares of common stock issuable upon the exercise of
outstanding options, through April 28, 1997. This also includes shares issuable
upon the exercise of outstanding options to acquire an additional 10,178,644
shares of common stock, which Mr. Wetzler had agreed not to exercise until such
time as such exercise, along with the exercise of all other oustanding options
and the shares of common stock actually outstanding would no longer exceed the
total number of authorized shares of the Company's common stock. At the Annual
Meeting of Stockholders held on February 26, 1997, the stockholders approved an
Amendment to the Certificate of Incorporation to increase the amount of
authorized shares of the Company's common stock. Mr. Wetzler is therefore
currently free to exercise such shares. With respect to the oustanding option to
acquire an additional 20,000,000 shares of common stock, which was granted to
Mr. Wetzler as of June 17, 1996, it was agreed at the time such option was
granted that if the Company does not, at the time of exercise, have sufficient
shares of common stock authorized to exercise the option, Mr. Wetzler shall have
the right to purchase 10,000,000 shares of the Company's authorized but unissued
convertible preferred stock. These preferred shares represent 100% of such class
and in addition the right along with the common stock to vote on all matters at
a rate of four votes per share of preferred stock. Due to the approval of the
Amendment to the Certificate of Incorporation of the Company at the Annual
Meeting of Stockholders on February 26, 1997, the oustanding option to acquire
an additional 20,000,000 shares of common stock is currently exercisable and has
therefore been included hereto.
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CUSIP No. 026 038-30-7 Page 5 of 6 Pages
(b) Mr. Wetzler has sole voting and investment power
over 33,082,667 shares of Common Stock.
(c) As of January 3, 1997, Mr. Wetzler was granted the
Option to purchase 10,000,000 shares of Common
Stock by the Issuer at an exercise price of Seven
Cents ($0.07) per share for an aggregate price
of $200,000. This Option shall terminate on
January 3, 2000.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
None.
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CUSIP No. 026 038-30-7 Page 6 of 6 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.
February 26, 1997 /s/ GERALD M. WETZLER
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Gerald M. Wetzler
