QUALITY PRODUCTS INC
SC 13D, 1997-12-05
METALS SERVICE CENTERS & OFFICES
Previous: LIBERTY TAX CREDIT PLUS III LP, 8-K, 1997-12-05
Next: QUALITY PRODUCTS INC, 4, 1997-12-05




                                   -------------------------------------------
                                                  OMB APPROVAL
                                   -------------------------------------------
                                     OMB Number:                              
                                     Expires:                                 

                                     Estimated average burden
                                     hours per form...................        

                                   -------------------------------------------



                                  UNITED STAES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                          (Amendment No.____________)*


                             Quality Products, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock

- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   747578409

- --------------------------------------------------------------------------------
                                 (CUSIP Number)
                   
                                 Richard W. Cohen
           c/o Robinson Brog Leinwand Greene Genovese and Gluck, P.C.
                    1345 Avenue of the Americas, 31st floor
                               New York, NY 10105
- --------------------------------------------------------------------------------
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                                 February 3, 1996

- --------------------------------------------------------------------------------
                      (Date of Event which Requires Filing
                               of this Statement)

If the filing person has previously  filed a statement of Schedule 13G to report
the  acquisition  which is the subject of the  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 this statement [X].
(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.)

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 filed 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 the
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).

                        (Continued on following page(s))



<PAGE>

CUSIP No.                           13D                   

     747578409

- --------------------------------------------------------------------------------
   1   NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      Jonathon P. Reuben


- --------------------------------------------------------------------------------
   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


       United States

- --------------------------------------------------------------------------------
   NUMBER OF      7    SOLE VOTING POWER    139,583
     SHARES            
  BENEFICIALLY    --------------------------------------------------------------
    OWNED BY      8    SHARED VOTING POWER    -0-
      EACH             
   REPORTING      --------------------------------------------------------------
     PERSON       9    SOLE DISPOSITIVE POWER  139,583
      WITH             
                  --------------------------------------------------------------
                  10   SHARED DISPOSITIVE POWER  -0-
                       

- --------------------------------------------------------------------------------
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       139,583

- --------------------------------------------------------------------------------
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

                                                                      [  ]

- --------------------------------------------------------------------------------
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       
        5.5%
- --------------------------------------------------------------------------------
  14   TYPE OF REPORTING PERSON*

       
         IN

- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


Item 1.  Security and Issuer.

                  The securities to which this  statement  (the "Schedule  13D")
relates are the shares of Common Stock (the "Stock") of Quality  Products,  Inc.
(the "Company").  The Company's  principal  executive offices are located at c/o
QPI Multipress, Inc., 560 Dublin Avenue, Columbus, Ohio 43215.

Item 2.  Identity and Background.

                This Schedule 13D is filed by Jonathon P. Reuben. Mr. Reuben's  
business address is 23440 Hawthorne Blvd., Suite 270, Torrance CA  90505
Mr. Reuben's principal employment as an accountant is with Jonathon P. Reuben 
CPA, an accounting corporation. Mr. Rueben serves as, among other things, Vice 
President of the Company.  During the last five years, Mr. Reuben has not been 
(a) convicted in any criminal proceeding(excluding traffic violations or similar
misdemeanors) nor(b)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.

Item 3.  Source and Amount of Funds or Other Consideration.

            No funds were borrowed to effect Mr. Reuben's  purchases. All the 
shares of Stock beneficially owned by Mr. Reuben were issued to him by the 
Company for services rendered.

Item 4.  Purpose of Transaction.


                  The Common Stock held by Mr. Reuben was acquired and is being
held as an investment. Mr. Reuben has no present plans or proposals which relate
to or would result in: (a) the  acquisition  or disposition by any person (other
than  pursuant  to options to acquire  Stock held by Mr. Reuben) of  additional
securities of the Company; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation of the Company or any of its subsidiaries;
(c) a sale or transfer  of a material  amount of assets of the Company or any of
its subsidiaries; (d) any change in the present board of directors or management
of the Company, including any plans or proposals to change the number or term of
directors  or to fill any  existing  vacancies  on the board;  (e) any  material
change in the present  capitalization or dividend policy of the issuer;  (f) any
other  material  change in the Company's  business or corporate  structure;  (g)
changes in the Company's charter, bylaws or instruments corresponding thereto or
other actions which may impede the  acquisition of control of the Company by any
person;  (h) causing a class of  securities of the Company to be delisted from a
national securities exchange or


<PAGE>


                                                        
to cease to be authorized to be quoted in an inter-dealer quotation  system of a
registered national securities association;  (i) a class of equity securities of
the Company  becoming  eligible  for  termination  of  registration  pursuant to
Section  12(g)(4)  of the  Securities  Exchange  Act of 1934;  or (j) any action
similar to any of those enumerated above.

Item 5.  Interest in Securities of the Issuer.

         Mr. Reuben owns  beneficially in the aggregate  139,583 shares of Stock
(excluding  325,000  shares of Stock  issuable  upon  exercise  of options  (the
"Options") that are not exercisable within the next sixty (60) days) which,
based  upon  the  2,529,013 (based on the 2,395,680 shares of Stock reported as
outstanding in the Company's Quarterly Report on Form 10-QSB for the period 
ended June 30, 1997  and after giving effect to the issuance  of an aggregate of
133,333 shares of Stock in August  1997  upon the conversion of certain 
convertible securities) shares  of  outstanding  Stock constitutes  
approximately 5.5% of the shares of Stock  outstanding.  Mr. Reuben
has the sole  power to vote and  direct the vote and to  dispose  and direct the
disposition of the Stock which he owns.

     Mr. Reuben acquired the 139,583 shares of Stock on February 3, 1996. All of
such shares were issued to him by the Company in consideration for services 
rendered.
                
Item 6.  Contracts, Arrangements, Understandings or Relationships
         with Respect to Securities of the Issuer

                  Mr. Reuben does not have any contracts, arrangements or
understandings with any other person with respect to the
securities of the Company, other than the Options.

Item 7.           Material to be Filed as Exhibits.

                  Not applicable.


<PAGE>


                                                                   

Signatures

                  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 2, 1997                        /s/Jonathon P. Reuben
                                         Jonathon P. Reuben




<PAGE>



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission