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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. 3)*
Quality Products, Inc.
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(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 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 [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 423,332
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 423,332
WITH
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,332
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ x ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
The securities to which this amendment no. 3 (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. 2
to his Schedule 13D 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. 2 and defined terms in Amendment No. 2 and the Schedule 13D
are not redefined herein.
Item 3. Source and Amount of Funds or Other Consideration.
On February 18, 1998, each of Mr. Koppelman and Richard W.
Cohen 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 disclaim membership in a group and have no agreement
with respect to the voting or disposition of their respective shares or their
New Notes.
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. 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 one or more of his designees, which may include himself and/or
Mr. Cohen, 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, 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, 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 66,666 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 423,332 shares, which would constitute
approximately 14.5% 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 23.3% 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 above) 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 99.6 Agreement dated February 18, 1998 among the
Company, Mr. Koppelman and Mr. Cohen (the
"Standstill Agreement").
<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/Murray Koppelman
-----------------
Murray Koppelman
Exhibit 99.1
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
