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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. 6)*
SCRIPTEL HOLDING, INC.
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(Name of Issuer)
Shares of Common Stock, $.10
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(Title of Class of Securities)
811075 10 0
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(CUSIP Number)
Original to: With copies to:
Walter T. Krumm Michael A. Ellis, Esq.
4951 Gulf Shore Blvd., N. PH301 Kahn, Kleinman, Yanowitz & Arnson Co., L.P.A.
Naples, FL 34103 1301 East Ninth Street, Suite 2600
(941) 434-2270 Cleveland, Ohio 44114-1824
(216) 696-3311
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 31, 1996
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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).
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SCHEDULE 13D
CUSIP No. 811075 10 0 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walter T. Krumm
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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
Florida
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 14,410,948
OWNED BY -------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 0
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9 SOLE DISPOSITIVE POWER
14,410,948
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,410,948
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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)
30.3%
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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.
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ITEM 5. Interest in the Securities of the Issuer
----------------------------------------
As of December 31, 1996, the Reporting Person beneficially owned a total
of 14,410,948 shares of Common Stock constituting approximately 30.3% of the
47,604,783 shares of Common Stock deemed outstanding as of December 31, 1996
(41,935,451 issued and outstanding, plus the 5,669,332 shares issuable upon
exercise of outstanding warrants exercisable as of the date hereof or within the
next 60 days by the Reporting Person).
The beneficially owned shares are held as follows:
Common Stock 8,741,616
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Warrants - currently Exercisable
---------------------------------
$0.14 Exercise Price 5,669,332
In September 1996, the Reporting Person relinquished 1,000,000 options
he owned so that the Company could use the freed-up authorized shares in its
current financing. In April 1996, the Reporting Person relinquished an
additional 800,000 shares. The Company agreed to reissue the surrendered
warrants, together with additional warrants, at such subsequent time as the
Company's shareholders approved an increase in the authorized capitalization.
The new warrants were issued with exercise prices ranging from $.40 to $.75 in
November 1996 following the shareholders' meeting.
On December 31, 1996, the Reporting Person exchanged and surrendered
$300,000 in convertible Notes with $139,730.10 of accrued interest, and $230,000
in demand notes, with $102,966.29 in accrued interest, for 7,723,994 shares of
Common Stock (effectively a conversion rate of $0.10 per share). In addition, as
further inducement to convert outstanding debt and in full release of all
obligations due the Reporting Person by Scriptel and the cancellation of all
outstanding warrants held by Mr. Krumm, the Company issued five-year warrants to
purchase 5,669,332 shares at $0.14 per share. In the event the market value of
the shares of Common Stock equal or exceed $1.00 per share for 20 consecutive
trading days, the Company has the right to notify the warrant holder of such
right and, thereafter, the warrant will terminate 90 days after the date of such
notice.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
/s/ Walter T. Krumm
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Dated: January 7, 1997 WALTER T. KRUMM
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