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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Amendment No. 1
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
PDK Labs, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
Common Stock: 693293508
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(CUSIP Number)
Robert H. Cohen, Esq.
Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022
(212) 735-8680
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 13, 2000
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(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 . |_|
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CUSIP
No.69329350813D
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Reginald Spinello
2 Check the Appropriate Box if a Member of a Group*
(a) [X]
(b) |_|
3 SEC Use Only
4 Source of Funds* PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) |_|
6 Citizenship or Place of Organization U.S.A.
7 Sole Voting Power
Number of 672,500 shares of Common Stock.
Shares
Beneficially 8 Shared Voting Power
Owned By 0 shares of Common Stock
Each
Reporting 9 Sole Dispositive Power
Person 522,500 shares of Common Stock
With
10 Shared Dispositive Power
0 shares of Common Stock
11 Aggregate Amount Beneficially Owned By Each Reporting Person
672,500 shares of Common Stock..
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* |_|
13 Percent of Class Represented by Amount in Row (11)
29.2 % of Common Stock
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
2
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No. 693293508 13D
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Raveendra Nandigam
2 Check the Appropriate Box if a Member of a Group*
(a) X
(b) |_|
3 SEC Use Only
4 Source of Funds* PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) |_|
6 Citizenship or Place of Organization U.S.A.
7 Sole Voting Power
Number of 100,000 shares of Common Stock.
Shares
Beneficially 8 Shared Voting Power
Owned By 0 shares
Each
Reporting 9 Sole Dispositive Power
Person 100,000 shares of Common Stock
With
10 Shared Dispositive Power
0 shares
11 Aggregate Amount Beneficially Owned By Each Reporting Person
100,000 shares of Common Stock.
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* |_|
13 Percent of Class Represented by Amount in Row (11)
4.3% of Common Stock.
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
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CUSIP
No. 693293508 13D
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Karine Hollander
2 Check the Appropriate Box if a Member of a Group*
(a) X
(b) |_|
3 SEC Use Only
4 Source of Funds* PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) |_|
6 Citizenship or Place of Organization U.S.A.
7 Sole Voting Power
Number of 0 shares.
Shares
Beneficially 8 Shared Voting Power
Owned By 0 shares
Each
Reporting 9 Sole Dispositive Power
Person 50,000 shares of Common Stock.
With
10 Shared Dispositive Power
0 shares
11 Aggregate Amount Beneficially Owned By Each Reporting Person
50,000 shares of Common Stock.
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* |_|
13 Percent of Class Represented by Amount in Row (11)
2.2 % of Common Stock.
14 Type of Reporting Person*
IN
4
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CUSIP
No. 693293508 13D
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Michael Lulkin
2 Check the Appropriate Box if a Member of a Group*
(a) X
(b) |_|
3 SEC Use Only
4 Source of Funds* PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) |_|
6 Citizenship or Place of Organization U.S.A.
7 Sole Voting Power
Number of 0 shares.
Shares
Beneficially 8 Shared Voting Power
Owned By 0 shares
Each
Reporting 9 Sole Dispositive Power
Person 100,000 shares of Common Stock.
With
10 Shared Dispositive Power
0 shares
11 Aggregate Amount Beneficially Owned By Each Reporting Person
100,000 shares of Common Stock.
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* |_|
13 Percent of Class Represented by Amount in Row (11)
4.3 % of Common Stock
14 Type of Reporting Person*
IN
5
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CUSIP
No.693293508 13D
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
PDK Acquisition Corp.
2 Check the Appropriate Box if a Member of a Group*
(a) [X]
(b) |_|
3 SEC Use Only
4 Source of Funds* WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) |_|
6 Citizenship or Place of Organization New York
7 Sole Voting Power
Number of 200,000 shares of Common Stock.
Shares
Beneficially 8 Shared Voting Power
Owned By 0 shares of Common Stock
Each
Reporting 9 Sole Dispositive Power
Person 200,000 shares of Common Stock
With
10 Shared Dispositive Power
0 shares of Common Stock
11 Aggregate Amount Beneficially Owned By Each Reporting Person
200,000 shares of Common Stock..
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* |_|
13 Percent of Class Represented by Amount in Row (11)
8.7 % of Common Stock
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
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Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") relates to
the Schedule 13D Filed on July 21, 2000, relating to shares of the Common Stock,
par value $.01 per share (the "Common Stock"), of PDK Labs, Inc., a New York
corporation (the "Company"). The Company's principal executive office is at 145
Ricefield Lane, Hauppauge, NY 11788.
Item 2. Identity and Background.
(a)-(d)
Reginald Spinello
Chairman of the Board, President and Chief Executive Officer
PDK Labs, Inc.
145 Ricefield Lane
Hauppauge, NY 11788
Raveendra Nandigam
Vice President of Operations
PDK Labs, Inc.
145 Ricefield Lane
Hauppauge, NY 11788
Karine Hollander
Chief Financial Officer and Secretary
PDK Labs, Inc.
145 Ricefield Lane
Hauppauge, NY 11788
Michael Lulkin
PDK Labs, Inc.
145 Ricefield Lane
Hauppauge, NY 11788
PDK Acquisition Corp.
c/o PDK Labs, Inc.
145 Ricefield Lane
Hauppauge, NY 11788
(e) During the last five years, none of the persons filing this
Schedule 13D have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(f) During the last five years, none of the persons filing this
Schedule 13D have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in that person
being 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.
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Item 3. Source and Amount of Funds or Other Consideration.
Reginald Spinello, Raveendra Nandigam, Karine Hollander and Michael
Lulkin (the "Reporting Persons") each acquired their shares of Common Stock
through the exercise of board approved option grants and/or direct acquisitions
of such shares using personal funds.
As more fully described in Item 4 of this Schedule 13D, Reginald
Spinello, Karine Hollander and Raveendra Nandigam (the "Continuing
Shareholders") have made a proposal (the "Proposal") to the Company pursuant to
which the Continuing Shareholders would acquire all of the outstanding shares of
Common Stock and Series A Convertible Preferred stock, par value $.01, of the
Company (the "Preferred Stock") not already owned by the Continuing Shareholders
(the "Acquisition"). The Proposal contemplates that current stockholders of the
Company (other than the Continuing Shareholders) would be paid $5.00 in cash for
each share of Common Stock held and $8.00 in cash for each share of Preferred
Stock held. The Continuing Shareholders expect that the funds to be used in
making the Acquisition will come from various sources, including institutional
lenders.
Item 4. Purpose of Transaction.
On July 13, 2000, Reginald Spinello transmitted a letter to
the Board of Directors of the Company proposing that the Continuing Shareholders
acquire all of the outstanding shares of Common Stock not owned by the
Continuing Shareholders at a price of $4.00 per share in cash and all of the
outstanding shares of Preferred Stock not owned by the Continuing Shareholders
at a price of $7.00 per share in cash. The Proposal proposed that the
Acquisition would be (i)structured as a merger of the Company with a Corporation
to be formed by the Continuing Shareholders and (ii) subject to the terms and
conditions to be set forth in a definitive merger agreement to be negotiated
between the parties. The Proposal proposed that the Acquisition would be subject
to (i) approval of a special committee of the Board of Directors of the Company
consisting solely of directors who are not affiliated with the Continuing
Shareholders (the "Special Committee"), (ii) approval of two-thirds of the
shares of Common Stock at a meeting called for such purpose and (iii) other
customary conditions. It is expected that, in the event the Acquisition is
completed, the registration of the Common Stock under Section 12 of the 1934 Act
would be terminated, and the Common Stock and Preferred Stock would cease to be
listed on the NASDAQ or any other inter-dealer quotation system.
From July 13, 2000 until July 19, 2000, the Continuing
Shareholders negotiated the terms of the Proposal with the Special Committee. On
July 19, 2000, the Continuing Shareholders and the Special Committee reached an
agreement that the Continuing Shareholders acquire all of the outstanding shares
of Common Stock not owned by the Continuing Shareholders at a price of $5.00 per
share in cash and all of the outstanding shares of Preferred Stock not owned by
the Continuing Shareholders at a price of $8.00 per share in cash. The
Special Committee recommended the Proposal to the Board of Directors on July 20,
2000 and the Board of Directors accepted the Proposal. There can be no assurance
that the conditions set forth in the Proposal will be satisfied or that the
Acquisition will be completed.
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Item 5. Interest in Securities of the Issuer.
(a) Reginald Spinello currently owns 522,500 shares of
Common Stock, constituting 22.7% of such shares and no shares of Preferred
Stock. Reginald Spinello has the right to vote an additional 150,000 shares of
Common Stock (constituting a total of 29.2% of such shares). Reginald Spinello
acquired the right to vote 50,000 such shares through a Voting Trust Agreement
(the "Hollander Voting Trust Agreement"), dated October 6, 1995, by and between
Karine Hollander and Michael Krasnoff, as Voting Trustee, pursuant which
Karine Hollander agreed that the President and CEO of the Company would have
the right to vote her shares for a period of ten years. Reginald Spinello
acquired the right to vote the remaining 100,000 of such shares through a Voting
Trust Agreement (the "Lulkin Voting Trust Agreement"), dated October 6, 1995, by
and between Michael Lulkin and Michael Krasnoff, as Voting Trustee, pursuant
which Michael Lulkin agreed that the President and CEO of the Company would have
the right to vote his shares for a period of ten years. Karine Hollander and
Michael Lulkin entered into the Voting Trust Agreements upon the commencement of
their employment with the Company and the issuance to them of their shares of
Common Stock. Michael Lulkin is not a Continuing Shareholder and, other than
being a party to the Lulkin Voting Trust Agreement, has no connection to the
proposed transaction. Raveendra Nandigam owns 100,000 shares of Common Stock,
constituting 4.3% of such shares and no shares of Preferred Stock. Karine
Hollander owns 50,000 shares of Common Stock, constituting 2.2% of such shares
and no shares of Preferred Stock, all of which are subject to the Hollander
Voting Trust Agreement and are currently voted by Reginald Spinello. PDK
Acquisition Corp. ("Acquisition Corp.") owns 200,000 shares of Common Stock,
consisting of 8.7% of such shares, and no shares of Preferred Stock (see Item
4(c) below). The percentages herein are based upon 2,300,007 shares of Common
Stock, which is derived from 2,320,007 shares outstanding as of July 10, 2000,
as reported in the Company's most recent Form 10-Q, filed on July 14, 2000, and
20,000 shares which were surrendered to the Company on September 15, 2000.
(b) The group consisting of the Reporting Persons, pursuant to
Rule 13d-5(b)(1) is deemed to beneficially own 972,500 shares of Common Stock,
constituting 42.3% of the outstanding Common Stock.
(c) On September 15, 2000, PDK Acquisition Corp., a corporation
wholly owned by the Continuing Shareholders, entered into a Stock Purchase
Agreement (the "Purchase Agreement") with Dune Holdings Inc. Pursuant to the
terms of the Purchase Agreement, Acquisition Corp. agreed to buy, and Dune
Holdings Inc. agreed to sell, 200,000 shares of Common Stock for a purchase
price of $5.00 per share within 5 days of the date of the Purchase Agreement.
The purchase price for the shares will be increased if the price per share of
Common Stock paid in connection with the Acquisition exceeds $5.00, or if the
Company accepts an offer from a different bidder for the shares of Common Stock
for a price in excess of $5.00. In either case, Acquisition Corp. will pay the
difference between the consideration received per share of Common Stock and
$5.00, payable within ten days of the closing of such a transaction.
(d) None.
(e) None.
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
See Item 4.
Item 7. Material to be Filed as Exhibits.
See Exhibits attached hereto.
* (a) Offer Letter from Reginald Spinello to the Board of Directors
of PDK Labs, Inc., dated July 13, 2000.
* (b) Revised Offer Letter from Reginald Spinello to the Board of
Directors of PDK Labs, Inc., dated July 19, 2000.
(c) Voting Trust Agreement, dated as of October 6, 1995, by and
between Michael Lulkin and Michael Krasnoff, as Voting Trustee.
(d) Voting Trust Agreement, dated as of October 6, 1995, by and
between Karine Hollander and Michael Krasnoff, as Voting Trustee
(e) Stock Purchase Agreement, dated as of September 15, 2000, by
and between Dune Holdings Inc. and PDK Acquisition Corp.
* Previously filed.
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SIGNATURE
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.
Dated: September __, 2000 /s/ Reginald Spinello
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President
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