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OMB APPROVAL
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OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours to perform.....14.90
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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. 2)*
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)
December 17, 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>
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CUSIP NO. 830798 40 1 SCHEDULE 13D 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
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
1,953,998(1)(2)(3)
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,953,998(1)(2)(3)
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,953,998(1)(2)(3)
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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)
19.06%(1)(2)(3)(4)
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14 TYPE OF REPORTING PERSON
IN
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See Page 6 for footnotes.
*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.
<PAGE>
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CUSIP NO. 830798 40 1 Page 3 of 7 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
<PAGE>
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CUSIP NO. 830798 40 1 Page 4 of 7 Pages
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Item 3. Source and Amount of funds or Other Consideration
The Reporting Person purchased the securities reported hereunder with
personal funds as follows:
<TABLE>
<CAPTION>
Securities Purchase Price
---------- --------------
<S> <C>
227,998(1) shares of Common Stock purchased in Approximately $900,000
open-market transactions
Warrants to purchase 800,000 shares of Common The Warrants were issued in connection with
Stock at an exercise price of $.50 per share loans to the Issuer 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 purchased in a $300,000
private placement in connection with a Plan of
Reorganization in bankruptcy
Employee Stock Options to purchase 150,000(3) The options were granted by the Issuer's Board
shares of Common Stock at an exercise price of of Directors for no consideration
$.375 per share
160,000 shares of Common Stock purchased $40,000
from the Issuer in a private placement
Warrants to purchase 316,000(2) shares of The Warrants were issued in connection with
Common Stock at an exercise price of $.25 per loans to the Issuer in the amount of $79,000, at a
share rate of Warrants to purchase four shares of
Common Stock for each dollar of loan
</TABLE>
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 December 17, 1997 is
1,953,998(1)(2)(3) shares, which represents 19.06%(1)(2)(3)(4)
of the total Common Stock outstanding. This number includes an
aggregate of 1,266,000(2)(3) 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 1,953,998(1)(2)(3) shares of Common Stock
beneficially owned. This number includes currently exercisable
warrants and options to acquire an aggregate of
1,266,000(2)(3) shares of Common Stock.
<PAGE>
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CUSIP NO. 830798 40 1 Page 5 of 7 Pages
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(c) The reporting person effected the following transactions within 60
days of December 17, 1997:
<TABLE>
<CAPTION>
Date Type of Transaction Number of Shares Price Per Share
---- ------------------- ---------------- ---------------
<S> <C> <C> <C>
October 28, 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
November 21, 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
December 5, 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
December 8, 1997 Warrants issued in connection 60,000 $.25
with a loan to the Issuer in
the amount of $15,000, at a
rate of Warrants to purchase
four shares of Common Stock
for each dollar of loan
December 17, 1997 Warrants issued in connection 16,000 $.25
with a loan to the Issuer in
the amount of $4,000 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.
<PAGE>
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CUSIP NO. 830798 40 1 Page 6 of 7 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Not applicable.
Item 7. Material to Be Filed as Exhibits
Not applicable.
Footnotes:
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(1) Does not include 5,000 Shares held by the Reporting Person's son with
regard to which the Reporting Person disclaims beneficial ownership.
(2) Does not include warrants to purchase 120,000 shares held by a trust, of
which the Reporting Person's son is the beneficiary, to which the
Reporting Person disclaims beneficial ownership.
(3) Does not include options to purchase 150,000 shares of Common Stock
exercisable on January 10, 1999.
(4) The calculation of the percent of ownership is based upon an estimate of
8,987,330 shares of Common Stock outstanding. This number of shares of
Common Stock outstanding has been estimated by the Issuer and is currently
under audit.
<PAGE>
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CUSIP NO. 830798 40 1 Page 7 of 7 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.
December 31, 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)
