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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. 14)*
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)
May 4, 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).
<PAGE>
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 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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NUMBER OF 7 SOLE VOTING POWER
SHARES 42,962,667(1) Common Stock
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON --------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
42,962,667(1) Common Stock
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,962,667(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)
40.4%(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. 14.
<PAGE>
CUSIP No. 026 038-30-7 Page 3 of 7 Pages
This Amendment No. 14 ("Am. No. 14"), 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 thirteen (13)
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. 14 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.
<PAGE>
CUSIP No. 026 038-30-7 Page 4 of 7 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Wetzler purchased the options described in Item 4(b) for
consideration of $200,000. Mr. Wetzler obtained the $200,000 from his
personal funds.
Item 4. Purpose of Transaction.
A) Since Am. No. 13 (submitted 4/28/97), Mr. Wetzler disposed of
350,000 shares via sale (detailed in the Form 4 filing).
B) This Am. No. 14 includes among shares beneficially owned by Mr.
Wetzler an additional 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. This option contract vests on July 3, 1997 and has
not previously been reported.
C) This Am. No. 14 also includes among shares beneficially owned by Mr.
Wetzler an additional 500,000 shares issuable upon exercise of option
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. The total number of shares exercisable on this option
within 60 days of this filing is now 3,166,667. The 500,000 additional
shers have not been previously reported.
Item 5. Interest in Securities of Issuer.
(a) 42,962,667 shares of Common Stock representing 40.4% of the Common
Stock outstanding as of June 17, 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 42,962,667
shares of Common Stock.
(c) The above figure (42,962,667) for shares beneficially held by Mr.
Wetzler does not include:
(1) 4,000,000 shares issuable upon exercise of option to purchase
common stock at an exercise price of Nine Cents ($0.09) per share.
This option was purchased by Mr. Wetzler on May 6, 1997 from the
Issuer for an aggregate price of $160,000, and will not vest until
November 6, 1997. Accordingly, Mr. Wetzler may not exercise this
option to acquire shares within 60 days. This option terminates on
May 12, 2001.
<PAGE>
CUSIP No. 026 038-30-7 Page 5 of 7 Pages
(2) 1,500,000 shares issuable upon exercise of option to purchase
commons stock at an exercise price of Nine Cents ($0.09) per share.
This option was purchased by Mr. Wetzler from Issuer on June 6,
1997 for an aggregate price of $60,000, and will not vest until
December 6, 1997. Accordingly, Mr. Wetzler may not exercise this
option to acquire shares within 60 days. This option terminates on
June 6, 2001.
(3) 6,833,333 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
purchased by Mr. Wetzler on January 1, 1996 and vests at 1 2/3% per
month until its expiration. At this time, 3,166,667 of the
10,000,000 shares issuable upon exercise of Wetzler's option to
purchase will vest within 60 days of this Am. No. 14 -- the
remaining 6,833,333 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.
(1) January 1, 1996 Option Agreement. Mr. Wetzler was granted
10,000,000 shares issuable upon exercise of his option to purchase
common stock at 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.
(2) 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. The option terminates on June
7, 1998.
(3) January 3, 1997 Option Agreement. Mr. Wetzler purchased 10,000
shares issuable upon exercise of his option to purchase common stock at
an exercise price of Seven Cents ($0.07) per share. The option vests on
July 3, 1997 and terminates on January 3, 2000.
<PAGE>
CUSIP No. 026 038-30-7 Page 6 of 7 Pages
(4) 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 vests on
November 12, 1997 and terminates on May 12, 2001.
(5) 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 vests on
December 6, 1997 and terminates on June 6, 2001.
Item 7. Material to be Filed as Exhibits.
(1) 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.
(2) 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.
(3) 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.
(4) The May 12, 1997 Option Agreement has not yet been filed with the
SEC, since the shares covered by these options are not yet beneficially
held. Accordingly, this option agreement will not be filed at this
time, but will instead be included with the Issuer's Form 10-K annual
report for the fiscal year ended June 30, 1997.
(5) The June 6, 1997 Option Agreement has not yet been filed with the
SEC, since the shares covered by these options are not yet beneficially
held. Accordingly, this option agreement will not be filed at this
time, but will instead be included with the Issuer's Form 10-K annual
report for the fiscal year ending June 30, 1997.
<PAGE>
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.
June 18, 1997 /s/ Gerald M. Wetzler
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Date Gerald M. Wetzler
