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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)*
Skolniks, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
830798-401
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(CUSIP Number)
Wiley Sam Dennis, 7755 East Gray Road, Suite 100, Scottsdale, Arizona 85260
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 18, 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 |_|.
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)
<PAGE>
SCHEDULE 13D
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CUSIP NO. 830798 40 1 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wiley Sam Dennis*
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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*
PF
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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
1,907,998
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,907,998
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,912,998**
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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)
18.74%**
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
* Jean C. Dennis is deceased and therefore is no longer listed as a Joint
Reporting Person
** Includes 5,000 Shares held by the Reporting Person's son with regard to
which the Reporting Person disclaims beneficial ownership
<PAGE>
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CUSIP NO. 830798 40 1 Page 3 of 6 Pages
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Item 1. Security and Issuer
Name of Issuer: Skolniks, Inc.
7755 E. Gray Road, Suite 100
Scottsdale, Arizona 85260
Equity Security: Common Stock
Item 2. Identity and Background
(a) Name: Wiley Sam Dennis
(b) Residence or business address:
3784 Harper Street
Houston, Texas 77005
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted;
Dr. Dennis is a physician with:
M H Radiation Oncology Associated
6565 Fannin, DB1-37
Houston, Texas 77030
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors);
(e) During the last five years, the Reporting Person was not a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding 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) Citizenship: United States
Item 3. Source and Amount of funds or Other Consideration
The Reporting Person purchased the securities reported hereunder with
personal funds as follows:
Securities Purchase Price
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232,998* shares of Common Stock Approximately $900,000
purchased in open-market transactions
* Includes 5,000 Shares held by the Reporting Person's son with regard to
which the Reporting Person disclaims beneficial ownership
<PAGE>
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CUSIP NO. 830798 40 1 Page 4 of 6 Pages
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Warrants to purchase 800,000 shares The Warrants were issued in
of Common Stock at an exercise price connection with loans to the Issuer
of $.50 per share in the amount of $400,000, at a rate
of Warrants to purchase two shares of
Common Stock for each dollar of loan
300,000 shares of Common Stock $300,000
purchased in a private placement in
connection with a Plan of
Reorganization in bankruptcy
Employee Stock Options to purchase The options were granted by the
300,000 shares of Common Stock at an Issuer's Board of Directors for no
exercise price of $.375 per share consideration
160,000 shares of Common Stock $40,000
purchased from the Issuer in a
private placement
Warrants to purchase 120,000 shares The Warrants were issued in
of Common Stock at an exercise price connection with loans to the Issuer
of $.25 per share in the amount of $30,000, at a rate
of Warrants to purchase four shares
of Common Stock for each dollar of
loan
Item 4. Purpose of Transaction
The Reporting Person's transactions in the Issuer's securities is for
investment purposes. Subsequent to the purchase of 300,000 shares of Common
Stock pursuant to consummation of a Plan of Reorganization in bankruptcy, Dr.
Wiley Sam Dennis was appointed to the Issuer's Board of Directors.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number of shares of Common Stock beneficially
owned by the reporting person as of August 1, 1997 is
1,912,998* shares, which represents 18.74%* of the total
Common Stock outstanding. This number includes an aggregate of
1,220,000 shares of Common Stock issuable upon exercise of
currently exercisable warrants and options.
(b) The reporting person has sole voting and dispositive power
over the 1,907,998 shares of Common Stock beneficially owned.
This number includes currently exercisable warrants and
options to acquire an aggregate of 1,220,000 shares of Common
Stock.
* Includes 5,000 Shares held by the Reporting Person's son with regard to
which the Reporting Person disclaims beneficial ownership
<PAGE>
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CUSIP NO. 830798 40 1 Page 5 of 6 Pages
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(c) The reporting person effected the following transactions
within 60 days of August 7, 1997:
<TABLE>
<CAPTION>
Date Type of Transaction Number of Shares Price Per Share
<S> <C> <C> <C>
July 1, 1997 Purchase 40,000 $.25
July 18, 1997 Warrants issued in connection 80,000 $.25
with a loan to the Issuer in
the amount of $20,000, at a
rate of Warrants to purchase
four shares of Common Stock
for each dollar of loan
July 31, 1997 Warrants issued in connection 40,000 $.25
with a loan to the Issuer in
the amount of $10,000, at a
rate of Warrants to purchase
four shares of Common Stock
for each dollar of loan
</TABLE>
The transactions described above were effected through private transactions with
the Issuer.
(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
<PAGE>
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CUSIP NO. 830798 40 1 Page 6 of 6 Pages
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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.
August 7, 1997 /s/Wiley Sam Dennis
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Wiley Sam Dennis
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations
(See 18 U.S.C. 1001)
