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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. 1)*
BIOSAFE INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK, $0.001 PAR VALUE
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
090932 10 4
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
John M. Liviakis, 2420 "K" Street, Suite 220, Sacramento, CA 95816
(916) 448-6084
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
July 14, 1997
- --------------------------------------------------------------------------------
(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 [ ].
Check the following box if a fee is being paid with the 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 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).
<PAGE> 2
CUSIP No. 090932 10 4 SCHEDULE 13D Page 2 of 11 Pages
--------------------- -------- --------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Liviakis Financial Communications, Inc.
68-0311399
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(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(b) [ ]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS*
WC, OO
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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
State of California
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(7) Sole Voting Power
Number of 766,000
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 0
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 766,000
--------------------------------------------------------
(10) Shared Dispositive Power
0
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
766,000
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ X ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
4.3%
---------------------------------------------------------------------
(14) Type of Reporting Person*
CO
---------------------------------------------------------------------
*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.
<PAGE> 3
CUSIP No. 090932 10 4 SCHEDULE 13D Page 3 of 11 Pages
--------------------- -------- --------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John M. Liviakis
###-##-####
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(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(b) [ ]
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(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
AF
---------------------------------------------------------------------
(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
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 0
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 766,000
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 0
--------------------------------------------------------
(10) Shared Dispositive Power
766,000
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
766,000
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ X ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
4.3%
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
*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.
<PAGE> 4
CUSIP No. 090932 10 4 SCHEDULE 13D Page 4 of 11 Pages
--------------------- -------- --------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Renee A. Liviakis
###-##-####
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
AF
---------------------------------------------------------------------
(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
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 0
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 766,000
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 0
--------------------------------------------------------
(10) Shared Dispositive Power
766,000
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
766,000
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ X ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
4.3%
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
*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.
<PAGE> 5
Page 5 of 11
1. SECURITY AND ISSUER.
The title of the class of equity securities to which this Amendment No.
1 to Schedule 13D relates is common stock, $0.001 par value (the "Common
Stock"), issued by BioSafe International, Inc., a Nevada corporation (the
"Corporation"). The principal offices of the Corporation are located at 10
Fawcett Street, Cambridge, Massachusetts 02138.
2. IDENTITY AND BACKGROUND.
This Amended Schedule 13D is filed by Liviakis Financial
Communications, Inc., a California corporation ("LFC"), John M. Liviakis ("JML")
and Renee A. Liviakis ("RAL"). LFC's principal business is as a consultant in
the areas of investor communications, financial and investor public relations
and corporate finance, and the address of LFC's principal business is 2420 "K"
Street, Suite 220, Sacramento, California 95816. The officers of LFC are JML,
who is LFC's President, Robert B. Prag ("RBP"), who is LFC's Senior Vice
President, and RAL, who is LFC's Chief Financial Officer, Treasurer and
Secretary. Their respective positions with LFC represent the principal
employment of each of JML, RBP and RAL. JML, RBP and RAL are LFC's directors,
and JML and RAL are the sole stockholders of LFC. JML, RBP and RAL are all
citizens of the United States, and their business address is LFC's principal
business address listed above.
During the last five years, none of LFC, JML, RBP and RAL has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and during such period none of them has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, the
result of which was to subject such person to a judgment, decree or final order
enjoining further violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
RBP holds 66,085 shares of Common Stock and has the presently
exercisable right to acquire an additional 64,000 shares of Common Stock through
the exercise of outstanding stock purchase warrants issued by the Corporation.
An individual retirement account for the benefit of RBP (the "IRA") holds 18,175
shares of Common Stock and has the presently exercisable right to acquire an
additional 22,500 shares of Common Stock through the exercise of outstanding
stock purchase warrants issued by the Corporation. LFC, JML and RAL disclaim any
beneficial ownership in any of the shares of Common Stock owned by RBP or the
IRA or which RBP or the IRA has the right to acquire.
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Page 6 of 11
3. SOURCE AND AMOUNT OF FUNDS OF OTHER CONSIDERATION.
The Schedule 13D was originally filed to report 890,000 shares of the
Corporation's Common Stock which LFC received May 1995 in consideration of
entering into and performing services under a Consulting Agreement, effective as
of February 1, 1995 with the Corporation (the "Consulting Agreement"), a copy of
which was attached to the Schedule 13D as Exhibit "A", and the payment by LFC of
$0.01 in cash per share.
Subsequent to the filing of the Schedule 13D, LFC received in 1995 an
aggregate of 20,000 additional shares of Common Stock pursuant to the Consulting
Agreement for similar consideration. The Consulting Agreement was subsequently
terminated, as memorialized in an Agreement and Release (the "Agreement and
Release") between the Corporation, BioSafe, Inc., which is a subsidiary of the
Corporation, and LFC dated as of January 20, 1997, a copy of which is attached
hereto as Exhibit C. Between June 26, 1997 and July 14, 1997, LFC sold an
aggregate of 144,000 shares of Common Stock.
The source of the funds, amounting to $0.01 per share, utilized in
LFC's acquisition of the shares of Common Stock was LFC's working capital.
4. PURPOSE OF TRANSACTION.
LFC acquired the 910,000 shares of Common Stock, which were received
pursuant to the Consulting Agreement, with the intention to hold such securities
for investment purposes.
LFC, its officers and directors have no plans or proposals which relate
to or would result in, among other things, any extraordinary corporate
transaction to which the Corporation would be a party or by which it would be
affected; the sale or transfer of a material amount of assets of the Corporation
or any wholly owned subsidiaries; any change in the Corporation's present Board
of Directors or management; any material change in the present capitalization or
dividend policy of the Corporation; any material change in the Corporation's
business or corporate structure; any changes in the Corporation's charter,
bylaws, or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Corporation by any person; causing a class of
securities of the Corporation to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; causing any securities of the
Corporation to become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or any
similar action.
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Page 7 of 11
5. INTEREST IN SECURITIES OF THE ISSUER.
LFC holds 766,000 shares of Common Stock. LFC believes that these
shares represent approximately 4.3% of the shares of Common Stock issued and
outstanding, based on the 17,662,571 outstanding shares reported in the
Corporation's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1997. LFC has the sole voting and investment power with respect to all
such shares, which is exercised through JML, RBP and RAL as its officers and
directors. LFC, JML and RAL have not engaged in any transaction in shares of
Common Stock during the past 60 days, except for the following open market sales
of Common Stock on the Nasdaq SmallCap Market:
1. On June 26, 1997, LFC sold 16,000 shares at a price of
$0.41 per share.
2. On June 27, 1997, LFC sold 24,000 shares at a price of
$0.41 per share.
3. On June 30, 1997, LFC sold 24,000 shares at a price of
$0.38 per share.
4. On July 1, 1997, LFC sold 24,000 shares at a price of
$0.38 per share.
5. On July 2, 1997, LFC sold 24,000 shares at a price of
$0.38 per share.
6. On July 3, 1997, LFC sold 24,000 shares at a price of
$0.38 per share.
7. On July 14, 1997, LFC sold 8,000 shares at a price of
$0.38 per share.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
between the persons named in Item 2 above and any person with respect to any
securities of the Corporation, other than pursuant to the Consulting Agreement
and the Agreement and Release.
7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Consulting Agreement, dated effective as of February 1,
1995, between the Corporation and LFC.
<PAGE> 8
Page 8 of 11
Exhibit B - Agreement of LFC, JML and RAL pursuant to Rule 13d-1(f).
Exhibit C - Agreement and Release between the Corporation, BioSafe,
Inc., and LFC dated as of January 20, 1997.
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.
Date: July 28, 1997 LIVIAKIS FINANCIAL COMMUNICATIONS, INC.
By:/s/John M. Liviakis
------------------------------------
John M. Liviakis, President
/s/John M. Liviakis
---------------------------------------
John M. Liviakis
/s/Renee A. Liviakis
---------------------------------------
Renee A. Liviakis
<PAGE> 9
Page 9 of 11
EXHIBIT "C"
AGREEMENT AND RELEASE
This Agreement and Release (the "Agreement") by and between BioSafe
International, Inc., a Nevada corporation (the "Company"), BioSafe, Inc., a
subsidiary of the Company ("BioSub"), and Liviakis Financial Communications,
Inc., a California corporation ("LFC"), is made and entered into as of the 20th
day of January, 1997 (the "Effective Date").
Recitals
LFC has acted as the financial public relations consultant to the
Company and BioSub pursuant to that certain Consulting Agreement (the
"Consulting Agreement") dated February 1, 1995 by and between BioSub and LFC. As
a result of a corporate reorganization involving BioSub, the Company became the
corporate parent of BioSub and effectively succeeded to the rights and duties of
BioSub under the Consulting Agreement. The Company terminated the Consulting
Agreement effective October 7, 1996. The Company and BioSub, on the one hand,
and LFC, on the other, desire to resolve all matters arising out of the
Consulting Agreement or otherwise affecting their relationship.
Agreement
In consideration of the premises and the mutual covenants of the
parties hereto, the Company, BioSub and LFC hereby agree as follows:
1. Mutual Releases. LFC, for itself and its successors and assigns,
hereby releases and discharges the Company and BioSub, together with their
respective agents, officers and directors in their capacities as such, of and
from all debts, claims, obligations, damages, liabilities, demands, costs,
expenses, indebtedness and causes of action of every kind and nature whatsoever,
whether now known or unknown, suspected or unsuspected, fixed, conditional or
contingent, which LFC ever had, may now have, or may hereafter have against the
Company or BioSub, for any injury, damage, loss or expense associated with or
resulting from any matter, event or omission occurring prior to the date hereof,
including without limitation any non-payment of cash or securities the payment
of which is contemplated by Section 4.1 of the Consulting Agreement.
The Company, for itself and its successors and assigns, hereby releases
and discharges LFC, together with its agents, officers and directors in their
capacities as such, of and from all debts, claims, obligations, damages,
liabilities, demands, costs, expenses, indebtedness and causes of action of
every kind and nature whatsoever, whether now known or unknown, suspected or
<PAGE> 10
Page 10 of 11
unsuspected, fixed, conditional or contingent, which the Company ever had, may
now have, or may hereafter have against LFC, for any injury, damage, loss or
expense associated with or resulting from any matter, event or omission
occurring prior to the date hereof.
BioSub, for itself and its successors and assigns, hereby releases and
discharges LFC, together with its agents, officers and directors in their
capacities as such, of and from all debts, claims, obligations, damages,
liabilities, demands, costs, expenses, indebtedness and causes of action of
every kind and nature whatsoever, whether now known or unknown, suspected or
unsuspected, fixed, conditional or contingent, which BioSub ever had, may now
have, or may hereafter have against LFC, for any injury, damage, loss or expense
associated with or resulting from any matter, event or omission occurring prior
to the date hereof.
The Company, BioSub and LFC expressly waive the protection of Section
1542 of the California Civil Code and waive and release any rights or benefits
arising thereunder. Section 1542 of the California Civil Code states:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.
2. Release of Restrictions on Shares. The Company hereby represents and
warrants to LFC that the 910,000 shares of Company Common Stock (the "Shares")
delivered to LFC pursuant to the Consulting Agreement have been registered for
resale by LFC under the Securities Act of 1933, as amended, pursuant to a
registration statement, as amended, filed by the Company pursuant to said Act
and declared effective by the Securities and Exchange Commission. The Company
and BioSub hereby waive and release any and all contractual and other
restrictions that might otherwise apply to a resale of the Shares by LFC and
hereby consent to and grant permission for the sale of Shares by LFC at such
times as LFC shall in its sole discretion determine, provided that all
applicable securities laws are observed in connection any such sale.
3. Status under Consulting Agreement. The Company and BioSub hereby
acknowledge that (a) LFC had performed all of its obligations pursuant to the
Consulting Agreement through the time of the termination of the Consulting
Agreement by the Company and (b) no breach of the Consulting Agreement by LFC
had occurred or was existing at the time the Company elected to terminate the
Consulting Agreement.
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Page 11 of 11
4. Miscellaneous.
This Agreement contains the entire agreement and understanding of the
parties concerning the subject matter hereof and supersedes and replaces all
prior and contemporaneous negotiations, proposed agreements and agreements,
whether written or oral. This Agreement may be amended or altered and rights
hereunder may be waived only by a written instrument signed by the party to be
bound thereby.
This Agreement has been negotiated and executed in and shall be
interpreted in accordance with the laws of the State of California applicable to
contracts that are negotiated, executed and performed wholly within said state.
This Agreement may be executed in one or more counterparts, each of
which shall be considered an original and all of which together shall constitute
one and the same agreement.
In Witness Whereof, the undersigned have executed this Agreement and
Release as of the 20th day of January, 1997.
BioSafe International, Inc.
By /s/ R. B. Rivkin
--------------------------------
Name R. B. Rivkin
Title VP/CFO
BioSafe, Inc.
By /s/ R. B. Rivkin
--------------------------------
Name R. B. Rivkin
Title VP/CFO
Liviakis Financial Consultants, Ltd.
By /s/ John Liviakis
--------------------------------
Name John Liviakis
Title President
