------------------------------------
OMB APPROVAL
------------------------------------
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours to perform.......... 14.90
------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
SKOLNIKS, INC.
------------------------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
830798-401
--------------
(CUSIP Number)
Louis F. Pignatelli, 102 East Ridge 30, Rock Falls, Illinois 61071
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 16, 1998, July 22, 1998, and November 10, 1998
-------------------------------------------------------
(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).
<PAGE>
SCHEDULE 13D/A
- --------------------- -----------------
CUSIP NO. 830798 40 1 PAGE 2 OF 7 PAGES
- --------------------- -----------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louis F. Pignatelli
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------
7 SOLE VOTING POWER
1,691,000
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,691,000
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,691,000
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8% (1)
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
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>
- --------------------- -----------------
CUSIP NO. 830798 40 1 PAGE 3 OF 7 PAGES
- --------------------- -----------------
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: Louis F. Pignatelli
(b) Residence or business address:
102 East Route 30
Rock Falls, Illinois 61071
(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;
Mr. Pignatelli is an attorney with:
Pignatelli & Liston, P.C.
102 East Route 30
Rock Falls, Illinois 61071
(d) Whether or not, during the last five years, such person has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors): NONE
(e) Whether or not, during the last five years, such person was 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: NONE
(f) Citizenship. United States
<PAGE>
- --------------------- -----------------
CUSIP NO. 830798 40 1 PAGE 4 OF 7 PAGES
- --------------------- -----------------
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
---------- --------------
300,600 shares of Common Stock purchased $656,000
in open-market transaction
600 shares of Common Stock sold in an
open-market transaction $ 2,100
Warrants to purchase 50,000 shares of Common The Warrants were issued in
Stock at an exercise price of $.50 per share connection with a $25,000 loan
to the Issuer.
Options to purchase 300,000 shares of Common The Options were granted by the
Stock at an exercise price of $.375 per share Issuer's Board of Directors for
no consideration.
25,000 shares of Common Stock purchased in a $ 25,000
private placement in connection with a Plan of
Reorganization in bankruptcy
Warrants to purchase 536,000 shares of Common The Warrants were issued in
Stock at an exercise price of $.25 per share connection with a $134,000
loan to the Issuer.
Warrants to purchase 280,000 shares of Common The Warrants were issued in
Stock at an exercise price of $.125 per share connection with a $35,000 loan
to the Issuer.
Warrants to purchase 200,000 shares of Common The Warrants were issued in
Stock at an exercise price of $.10 per share connection with a $20,000 loan
to the Issuer.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person's transactions in the Issuer's securities is for
investment purposes.
<PAGE>
- --------------------- -----------------
CUSIP NO. 830798 40 1 PAGE 5 OF 7 PAGES
- --------------------- -----------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of shares of Common Stock beneficially
owned by the reporting person is 1,691,000 shares, which
represents 15.8%(1) of the total Common Stock outstanding.
This number includes an aggregate of (i) 300,000 shares of
Common Stock issuable upon exercise of options exercisable
within 60 days of the date hereof, and (ii) 1,066,000 shares
of Common Stock issuable upon exercise of currently
exercisable warrants.
(b) The reporting person has sole voting and dispositive power
over the 1,691,000 shares of Common Stock beneficially owned.
This number includes (i) options exercisable within 60 days of
the date hereof to acquire an aggregate of 300,000 shares of
Common Stock, and (ii) 1,066,000 shares of Common Stock
issuable upon exercise of currently exercisable warrants.
(c) The reporting person effected the following transactions
within 60 days of March 16, 1998, July 22, 1998, or November
10, 1998:
DATE TYPE OF TRANSACTION NUMBER OF SHARES PRICE PER SHARE
---- ------------------- ---------------- ---------------
March 16, 1998 Warrants issued in connection 160,000 $.125
with a loan to the Issuer in
the amount of $20,000, at the
rate of Warrants to purchase
eight shares of Common Stock
for each dollar of loan
April 20, 1998 Warrants issued in connection 120,000 $.125
with a loan to the Issuer in
the amount of $15,000, at the
rate of Warrants to purchase
eight shares of Common Stock
for each dollar of loan
July 22, 1998 Warrants issued in connection 200,000 $.100
with a loan to the Issuer in
the amount of $20,000, at the
rate of Warrants to purchase
ten shares of Common Stock
for each dollar of loan
The transactions described above were effected through private transactions with
the Issuer.
(d) Not applicable.
(e) Not applicable.
<PAGE>
- --------------------- -----------------
CUSIP NO. 830798 40 1 PAGE 6 OF 7 PAGES
- --------------------- -----------------
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:
- ----------
(1) The calculation of the percent of ownership is based upon 9,328,176
shares of Common Stock outstanding at July 31, 1998.
<PAGE>
- --------------------- -----------------
CUSIP NO. 830798 40 1 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, 1999 /s/ Louis F. Pignatelli
---------------------------
Louis F. Pignatelli
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)
