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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. 1)*
Quality Products, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
74757840
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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 18, 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 [ ]. (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
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard W. Cohen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- --------------------------------------------------------------------------------
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) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 333,332
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER -0-
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 333,332
WITH
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
333,332
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
The securities to which this amendment no. 1 (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 Richard W. Cohen ("Cohen" or the
"Reporting Person"). Mr. Cohen refers to and incorporates by reference the
information in 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 the Schedule 13D, and defined terms in the Schedule 13D are not
redefined herein.
Item 3. Source and Amount of Funds or Other Consideration.
On February 18, 1998, each of Cohen and Murray Koppelman
delivered their respective $200,000 New Notes to the Company in form for
conversion into an additional 266,666 shares of Common Stock to each of them (a
total of 533,332 additional shares). However, Cohen and Koppelman agreed with
the Company not to exercise their conversion rights prior to February 27, 1998
in consideration for the Company's agreement (1) not to prepay any principal
amount of the New Notes without first giving 10 business days prior written
notice and (2) not to change the March 10, 1998 record date for the Company's
1998 Annual Meeting of Stockholders without first giving 10 business days
written notice (the "Standstill Agreement"). Cohen and Koppelman agreed to meet
with the Company's president at the Company's headquarters on February 27, 1998
to discuss the composition of the board of directors. To the extent that Mr.
Cohen and Mr. Koppelman acted together with respect to the delivery of their New
Notes and the Standstill Agreement, they may be deemed to be a "group." However,
Mr. Cohen and Mr. Koppelman have no agreement with respect to the voting of
disposition of their respective shares or their New Notes. Mr. Cohen purchased
his shares and New Note with $162,500 of personal funds. Mr. Cohen originally
borrowed this amount from Mr. Koppelman but has since paid it in full.
Item 4. Purpose of Transaction.
The Company's common stock and securities convertible into
Common Stock acquired by Mr. Cohen were acquired and are being held as an
investment. 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: Cohen will
vote his Stock for one or more of Mr. Koppelman's designees, which may include
Mr. Koppelman and/or himself, 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. Cohen does not intend to vote for the
re-election of Jonathon Reuben as a director.
Item 5. Interest in Securities of the Issuer.
Mr. Cohen owns beneficially, in the aggregate, 333,332 shares
of Common Stock representing the 66,666 shares issued August 29, 1997 and the
266,666 shares issuable upon conversion of the $200,000 principal amount of his
New Note. 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 66,666 shares currently owned and the 266,666 additional shares
issuable to Mr. Cohen upon conversion of his New Note, would give Cohen 333,332
shares which would constitute approximately 11.8% of the shares of Stock
outstanding. Mr. Cohen 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
their New Notes and exercise of Mr. Koppelman's (60,000) and Eastlake's (30,000)
Series A Warrants, their shares would collectively constitute 23.3% of the
Company's outstanding Common Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Mr. Cohen 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 above). Mr. Cohen is also aware of an agreement
<PAGE>
between the Company and Eastlake Securities, Inc. (which is
wholly owned by Mr. Koppelman) 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.
Item 7. Material to be Filed as Exhibits.
EX 99.3 Agreement dated February 18, 1998 among
the issuer, Koppelman and the Reporting
Person.
<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.
February 20, 1998 /s/Richard W. Cohen
-----------------
Richard W. Cohen
Exhibit 99.3
Bruce C. Weaver
Quality Products, Inc.
560 Dublin Avenue
Columbus, Ohio 43215-2388
February 18, 1998
TO: Murray Koppelman
Richard W. Cohen
Dear Murray and Richard:
Quality Products received today your 6% Convertible Notes,
together with notices of conversion. This letter will confirm that we have
agreed as follows:
1. You will refrain from exercising your conversion
rights at least until February 27, 1998. If you do
convert, you will return the $3,000 interest checks
which were mailed to you.
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.
I look forward to meeting with you at the Company's
headquarters in Columbus next week.
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
<PAGE>
