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UNITED STAES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Quality Products, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
747578409
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(CUSIP Number)
Richard W. Cohen
Robinson Brog Leinwand Greene Genovese and Gluck, PC
1345 Sixth Avenue, 31st floor
New York, NY 10105
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 27, 1998
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(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. 747578409 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Murray Koppelman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
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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) [ ]
New York
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER 543,332
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 543,332
WITH
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
543,332
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ x ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
The securities to which this amendment no. 4 (the Amendment")
relates are the shares of Common Stock (the "Stock") of Quality Products, Inc.
(the "Company"). The Company's principal executive office is located at 560
Dublin Avenue, c/o Multipress, Inc., Columbus, Ohio 43215.
Item 2. Identity and Background.
This Amendment is filed by Murray Koppelman ("Koppelman" or the
"Reporting Person"). Mr. Koppelman refers to and incorporates by reference the
information in Amendment No. 3 to his Schedule 13D filed on or about February 20
, 1998, Amendment No.2 filed on or about November 26, 1997 ("Amendment No. 2")
and his Schedule 13D filed on or about September 23, 1997 (the "Schedule 13D").
This Amendment reports only information which has changed since the filing of
Amendment No. 3 and defined terms in Amendment No.3, Amendment No. 2 and the
Schedule 13D are not redefined herein.
Item 3. Source and Amount of Funds or Other Consideration.
On February 26, 1998, Mr. Koppelman agreed to purchase
120,000 shares of Common Stock from Thomas P. Raabe, a former officer and
director of the Company, for $100,000. Mr. Koppelman paid for such shares with
his personal funds.
Item 4. Purpose of Transaction.
The Company's common stock and securities convertible into
Common Stock acquired by Mr. Koppelman were acquired and are being held as an
investment and with the intention of voting such shares of the Company 1988
Annual Meeting of Stockholders. However, Mr. Koppelman intends to offer to sell
at least 80,000 of the shares purchased from Mr. Raabe at the price he paid
($.83/share) to the following people: Bruce Weaver (President of the Company) -
20,000 shares; Richard W. Cohen (The lawyer who negotiated the Agreement with
Mr. Raabe; Mr. Cohen represents Mr. Koppelman and the Company in various legal
matters, and Mr. Cohen has a separate Schedule 13D and Amendment No. 1 on file
with the SEC) - 20,000 shares; and three investors in the Company's November 25,
1997 private placement, Morris Ades - 10,000; Michael Ades - 10,000
shares; Rochelle Varon - 20,000 shares.
. The Reporting Person 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 the Note) 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
<PAGE>
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 (except as set forth below); (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 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, except as follows: Koppelman
will seek to have two of his designees, which will include himself and Edward
Varon(husband of Rochelle Varon), to be elected (in addition to present director
and CEO Bruce Weaver plus an officer of the Company's sole operating subsidiary,
QPI Multipress, Inc.) to the Company's board of directors at the 1998 Annual
Meeting of Stockholders scheduled for May 1, 1998. Mr. Koppelman does not
intend to vote for the re-election of Jonathon Reuben as a director.
Item 5. Interest in Securities of the Issuer.
Mr. Koppelman owns beneficially, in the aggregate, 543,332
shares of Common Stock representing the 66,666 shares issued August 29,1997, the
120,000 shares purchased from Mr. Raabe on February 27, 1998 the 266,666 share
issuable upon conversion of the $200,000 principal amount of his New Note,
60,000 shares issuable upon exercise of the Company's Series A Warrants which he
purchased in the Company's November 25, 1997 private placement and 30,000 shares
of common stock issuable upon exercise of the Company's Series A Warrants issued
as placement agent compensation to Eastlake Securities, Inc.(which is wholly-
owned by Mr. Koppelman). Based on the 2,554,054 shares of Stock outstanding as
reflected on the Company's Quarterly Report on Form 10-QSB for the quarter
ended December 31, 1998, the 186,666 shares currently owned, the 266,666
additional shares issuable to Mr. Koppelman upon conversion of his New Note,
and the 90,000 shares issuable upon exercise of his and Eastlake's Series
A Warrants, would give Mr. Koppelman 543,332 shares, which would constitute
approximately 18.7% of the shares of Stock outstanding. Mr. Koppelman has the
sole power to vote and direct the vote or to dispose and direct the disposition
of the Stock which he owns. To the extent Mr. Cohen and Mr. Koppelman constitute
a "group," and assuming full conversion of both their New Notes and exercise of
Mr. Koppelman's (60,000) and Eastlake's (30,000) Series A Warrants, their shares
would collectively constitute 27.6% of the Company's outstanding Common Stock.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Mr. Koppelman does not have any contracts, arrangements or
understandings with any other person with respect to the securities of the
Company, other than the Standstill Agreement (as described in Amendment
No.3, an amended Standstill Agreement dated February 27, 1998 extending the
Standstill dates of the original Standstill Agreement to March 6, 1998) and an
agreement between the Company and Eastlake Securities, Inc. pursuant to which
Eastlake has a right of first refusal to act as underwriter or placement agent
until November 24, 2000 with respect to any offering of the Company's securities
(filed as Exhibit 99.5 to Amendment No.2).
Item 7. Material to be Filed as Exhibits.
EX 99.7 Amended Agreement dated February 27, 1998
among the Company, Mr. Koppelman and Mr.
Cohen (the Amended "Standstill Agreement").
EX 99.8 Agreement for the Purchase and Sale of Stock
dated February 26, 1998
<PAGE>
Signatures
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment is true,
complete and correct.
March 6, 1998 /s/Murray Koppelman by Richard W. Cohen as attorney in fact
--------------------------------------------------------
Murray Koppelman
Bruce C. Weaver
Quality Products, Inc.
560 Dublin Avenue
Columbus, Ohio 43215-2388
February 27, 1998
TO: Murray Koppelman
Richard W. Cohen
Dear Murray and Richard:
. This letter will confirm that we have agreed as follows:
1. You will refrain from exercising your conversion
rights under your 6% convertible Notes at least until
March 6, 1998.
2. In consideration for your agreement above, Quality Products,
Inc. will agree to give at least 10 business days written
notice to each of you by FedEx and fax at your respective
business addresses before attempting to pay any principal
amount of your respective notes or before changing the
March 10, 1998 record date for the meeting of stockholders.
The purpose of this is to give you 10 business days opportunity
to convert your notes, before we could pay them and to permit
you to vote the shares at the upcoming stockholders meeting if
you desire.
Very truly yours,
QUALITY PRODUCTS, INC.
By:/s/Bruce C. Weaver
---------------------------
Bruce C. Weaver, President
READ AND AGREED:
/s/ Murray Koppelman
- --------------------------
Murray Koppelman
/s/ Richard W. Cohen
- --------------------------
Richard W. Cohen
AGREEMENT FOR THE PURCHASE AND SALE OF STOCK
FEBRUARY 26, 1998
Thomas P. Raabe of 7641 Estate Circle, Niwot, Colorado 80503
("Raabe") hereby agrees to sell 120,000 shares of common stock (the "Shares") of
Quality Products, Inc. ("Quality") to Murray Koppelman, c/o Eastlake Securities,
Inc., 575 Lexington Avenue, New York, New York 10022 ("Koppelman") on the
following terms and conditions:
1. Raabe represents and warrants that he has conducted his own
investigation and due diligence concerning Quality and the terms of the sale and
is not relying upon any representation or warranty or other information,
disclosed or undisclosed, from Koppelman or any other person with respect to
Quality or this transaction, except as specifically set forth herein. Koppelman
likewise represents and warrants that he is not relying upon any representation
or warranty or other information, disclosed or undisclosed, from Raabe or any
other person with respect to Quality or this transaction, except as specifically
set forth herein.
2. Raabe shall send his Quality stock certificates by FedEx
today to Quality's transfer agent, Chase Mellon Shareholder Services, 85
Challenger Road, Overpeck Center, Ridgefield Park, New Jersey 07660, (201)
296-4224, Attention: Ms. Phyllis Del Vecchio, together with separate stock
powers with medallion signature guaranteed, instructing that 120,000 shares be
issued to Koppelman.
3. Raabe represents and warrants that he is the sole and
exclusive owner of the Shares, with the unqualified right to sell and transfer
them to Koppelman, and that such Shares are not subject to any lien, claim,
pledge or security interest.
-1-
<PAGE>
4. Koppelman shall pay $100,000 to Raabe for the Shares. On or
before March 2, 1998, Koppelman shall deposit $100,000 in escrow with the law
firm of Robinson Brog Leinwand Greene Genovese & Gluck P.C., which firm shall
disburse the funds to Raabe within two (2) business days after receipt of notice
of Koppelman's receipt of new certificates for the Shares.
Dated: February 26, 1998
------------------------------------
Thomas P. Raabe, SS ID# ###-##-####
------------------------------------
Murray Koppelman, SS ID# ###-##-####
ROBINSON BROG LEINWAND GREENE
GENOVESE & GLUCK P.C., solely with
respect to its obligations under the
second sentence of paragraph 4
By:_________________________________
Richard W. Cohen
-2-
<PAGE>
