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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(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. 693293508 13D
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1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Reginald Spinello
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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* PF, OO
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5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e)
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6 Citizenship or Place of Organization U.S.A.
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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
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
672,500 shares of Common Stock.
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
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13 Percent of Class Represented by Amount in Row (11)
17.7% of Common Stock (28.8% excluding Treasury Stock).
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14 Type of Reporting Person*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 693293508 13D
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1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Raveendra Nandigam
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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* PF, OO
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5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e)
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6 Citizenship or Place of Organization U.S.A.
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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
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
100,000 shares of Common Stock.
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
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13 Percent of Class Represented by Amount in Row (11)
2.6% of Common Stock (4.3% excluding Treasury Stock).
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14 Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 693293508 13D
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1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Karine Hollander
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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* PF, OO
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5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e)
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6 Citizenship or Place of Organization U.S.A.
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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
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
50,000 shares of Common Stock.
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
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13 Percent of Class Represented by Amount in Row (11)
1.3% of Common Stock (2.1% excluding Treasury Stock).
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14 Type of Reporting Person*
IN
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Item 1. Security and Issuer.
This statement relates 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
(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.
Item 3. Source and Amount of Funds or Other Consideration.
Reginald Spinello, Raveendra Nandigam and Karine Hollander (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, the Reporting
Persons have made a proposal (the "Proposal") to the Company pursuant to which
the Reporting Persons 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 Reporting Persons (the
"Acquisition"). The Proposal contemplates that current stockholders of the
Company (other than the Reporting Persons) would be paid $5.00 in cash for each
share of Common Stock and $8.00
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in cash for each share of Preferred Stock held. The Reporting Persons 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 Reporting Persons
acquire all of the outstanding shares of Common Stock not owned by the Reporting
Persons at a price of $4.00 per share in cash and all of the outstanding shares
of Preferred Stock not owned by the Reporting Persons 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 Reporting
Persons 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 Reporting Persons (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 Reporting Persons
negotiated the terms of the Proposal with the Special Committee. On July 19,
2000, the Reporting Persons and the Special Committee reached an agreement that
the Reporting Persons acquire all of the outstanding shares of Common Stock not
owned by the Reporting Persons at a price of $5.00 per share in cash and all of
the outstanding shares of Preferred Stock not owned by the Reporting Persons at
a price of $8.00 per share in cash. The Reporting Persons have been informed
that the Special Committee intends to recommend the Proposal to the Board of
Directors on July 20, 2000. There can be no assurance that the Company's Board
of Directors will accept the Proposal or, if accepted, that the conditions set
forth in the Proposal will be satisfied or that the Acquisition will be
completed.
Item 5. Interest in Securities of the Issuer.
(a) Reginald Spinello currently owns 522,500 shares of Common Stock,
constituting 13.7% of such shares (22.3% of such shares excluding the Common
Stock held in the Company's treasury (the "Treasury Stock")) 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 17.7% of such shares, 28.8%
excluding the Treasury Stock) pursuant to a ten year voting trust agreement (the
"Voting Trust") whereby Karine Hollander and Michael Lulkin submitted 50,000 and
100,000 shares of Common Stock, respectively, to the voting control of the Chief
Executive Officer of the Company. Raveendra Nandigam owns 100,000 shares of
Common Stock, constituting 2.6% of such shares (4.3% excluding the Treasury
Stock) and no shares of Preferred Stock. Karine Hollander owns 50,000 shares of
Common Stock, constituting 1.3% of such shares (2.1% excluding the Treasury
Stock) and no shares of Preferred Stock, all of which are subject to the Voting
Trust and are currently voted by Reginald Spinello. The percentages herein are
based upon 3,807,153 shares of Common Stock outstanding as of April 7, 2000, as
reported in the Company's most recent Form 10-Q, filed on April 14, 2000, and
2,337,969 shares of Common Stock outstanding excluding the
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Treasury Stock, as reported in the Company's most recent Form 10-K, filed on
February 28, 2000.
(b) The group consisting of the Reporting Persons, pursuant to Rule
13d-5(b)(1) is deemed to beneficially own 772,500 shares of Common Stock,
constituting 20.3% of the outstanding Common Stock (33.0% excluding the Treasury
Stock).
(c) No other transaction in Common Stock was effected by any persons
named in Item 2 within the last 60 days.
(d) None.
(e) None.
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.
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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: July __, 2000 /s/ Reginald Spinello
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President
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