UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BENTLEY PHARMACEUTICALS, INC.
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(Name of Issuer)
Common Stock, Par Value $.02 per Share
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(Title of Class of Securities)
082657107
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(CUSIP Number)
Michael McGovern, P.O. Box 420528,
Atlanta, GA 30342, (404) 851-1920
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 19, 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.)
*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).
SCHEDULE 13D/A
CUSIP No. 082657107
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
MICHAEL McGOVERN
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 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
- 425,400 Shares of common stock
- 375,000 Class B Redeemable Warrants presently exercisable for
187,500 Shares of common stock
- 50,000 Class A Redeemable Warrants presently exercisable for 50,000
Shares of common stock and 50,000 Class B Redeemable Warrants
Total voting power - 662,900 Shares
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
662,900 (see Item 7)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
662,900 (see Item 7)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0% of common stock presently outstanding; 11.99% inclusive of
Warrants (if exercised)
Note that these calculations do not reflect an increase in the number
of outstanding shares of common stock due to the recent issuance of
an unknown number of shares pursuant to the conversion of Class A
warrants by third parties.
14 TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer
The class of securities to which this Schedule 13D/A relates
is the common stock, par value $.02 per share (the "Stock"), of Bentley
Pharmaceuticals, Inc., a Florida corporation (the "Company"), whose
address is:
1 Urban Center, Suite 550
4830 West Kennedy Boulevard
Tampa, FL 33609
Item 2. Identity and Background
a. Michael McGovern (the "reporting person").
b. Business Address: P.O. Box 420528, Atlanta, Georgia 30342
c. Private investor
d. The reporting person has never been the subject of a
criminal proceeding (excluding traffic violations or
similar misdemeanors).
e. The reporting person is not and has never been subject
to any judgment, decree or 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.
Item 3. Source and Amount of Funds or Other Consideration
Personal funds were used exclusively to effectuate the purchase
and exercise of the securities.
Item 4. Purpose of Transaction
The Stock acquired by the reporting person has been purchased
for investment purposes. The reporting person may make additional purchases
or may dispose of some or all of the Warrants and/or Stock owned by him in
the future in amounts and at times which have not been determined. On November
13, 1997, the Reporting Person was elected to the Board of Directors of the
Company. The Reporting Person has no present plans with regard to the Company
other than to exercise its duty as a director of the Company and as an investor
in the Company's securities.
Item 5. Interest in Securities of the Issuer
a. The reporting person is presently the beneficial owner of
425,400 shares of common stock (CUSIP No. 082657107),
375,000 shares of Class B Redeemable Warrants presently
exercisable for 187,500 shares of common stock, and 50,000
Class A Redeemable Warrants presently exercisable for 50,000
shares of the Company's common stock and 50,000 shares of
the Company's Class B Redeemable Warrants.
b. The reporting person has sole voting power and sole
power to dispose or direct the disposition of and sole
right to receive dividends from or proceeds from the
sale of the Stock.
c. All securities of the Company beneficially owned by the
reporting person were originally acquired in open market
transactions. In addition to transactions previously
reported, 45,400 shares of common stock were acquired
on November 19, 1997 and 50,000 Class A Redeemable
Warrants were acquired on November 21, 1997 in open market
transactions.
d. No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or
the proceeds from the sale of, such securities.
e. Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the reporting person and any
other person with respect to the securities of the Company.
Item 7. Material to be Filed as Exhibits
There are no exhibits with this Schedule 13D.
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.
November 21, 1997
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Date
/s/ Michael McGovern
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Signature
