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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. ____)*
Human Pheremone Sciences, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
296022106
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(CUSIP Number)
Human Pheremone Sciences, Inc.
4034 Clipper Court
Fremont, CA 94538
(510) 226-6847
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 19, 1998
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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 [_].
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).
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Page 2 of 6
SCHEDULE 13D
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NAME OF REPORTING PERSON Michael D. Kaufman
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
I.D. # ###-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (SEE INSTRUCTIONS) (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e)
[_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF 2,425,830
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,425,830
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,425,830 shares of Issuer's Common Stock
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 (SEE INSTRUCTIONS) [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
23.5%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IN
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Page 3 of 6
SCHEDULE 13D
Item 1.
Security and Issuer.
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The title of the class of securities to which this Schedule 13D relates is
Common Stock ("Issuer Common Stock") of Human Pheremone Sciences, Inc., formerly
EROX Corporation (the "Issuer"). The principal executive offices of the Issuer
are located at 4034 Clipper Court, Fremont, CA 94538.
Item 2.
Identity and Background.
-----------------------
(a) and (b) This statement is filed on behalf of Michael D. Kaufman
("Kaufman"). The business address for Kaufman is 2471 E. Bayshore Road, Palo
Alto, CA 94303. Kaufman is a general partner of various venture capital funds
affiliated with MK Global Ventures located at 2417 E. Bayshore Road, Palo Alto,
CA 94303. This Schedule 13D supercedes and replaces that certain Schedule 13D
filed on September 17, 1997 with the Securities and Exchange Commission (the
"SEC") on behalf of MK GVD Fund, a California limited partnership and MK GVD
Management, a California limited partnership and that certain Schedule 13G filed
with the SEC on February 9, 1994, as amended September 10, 1997 on behalf of
Kaufman, MK Global Ventures II, a California limited partnership and MK Global
Management II, a California limited partnership.
(d) and (e) The disclosures required by paragraphs (d) and (e) of this
Item 2 are inapplicable with respect to Kaufman.
(f) Kaufman is a United States citizen.
Item 3.
Source and amount of Funds or Other Consideration.
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Of the total number of securities of the Issuer disclosed on the cover page
of this Schedule 13D (the "Shares"): (i) 666,667 are shares of Issuer Common
Stock held by MK Global Ventures II, a California limited partnership ("MK
GVII") over which Kaufman exercises voting and dispositive power; (ii) 1,333,333
are shares of the Issuer's Series AA Preferred Stock held by MK GVD Fund, a
California limited partnership ("MK GVD") over which Kaufman exercises voting
and dispositive power; (iii) 170,830 are shares of Issuer Common Stock held by
MK GVD, which it acquired pursuant to open-market transactions from August 12,
1998 through August 21, 1998; (iv) 16,000 are shares of Issuer Common Stock
which Kaufman holds jointly with his spouse; (v) 100,000 are shares of the
Issuer's Series AA Preferred Stock held by Kaufman which he acquired pursuant to
a certain Series AA Preferred Stock Purchase Agreement, dated August 21, 1997 by
and among the Issuer, Kaufman and MK GVD (the "Stock Purchase Agreement") and
(vi) 116,500 are shares of the Issuer Common Stock held by Kaufman 17,500 of
which he acquired in February 1998 pursuant to open-market transactions. The
aggregate consideration for the purchase of the Shares was $500,000, $2,146,752,
and approximately $513,925 in the case of MK GVII, MK GVD and Kaufman,
respectively. Such consideration was sourced from personal funds, in the case of
Kaufman, and limited partnership investment funds in the case of MK GVII and MK
GVD.
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Page 4 of 6
SCHEDULE 13D
Item 4.
Purpose of Transaction.
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The purpose of the transactions described in Item 3 above was to acquire
securities of the Issuer for investment purposes.
Item 5.
Interest in Securities of the Issuer.
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(a) and (b) Kaufman beneficially owns 2,425,830(1) shares of Issuer Common
Stock, which constitutes 23.5% of the outstanding shares of the Issuer.
Kaufman has the sole power to vote or direct the vote, and to dispose or to
direct the disposition of the shares beneficially held by him.
(c) During the past sixty days, the only transactions by Kaufman involving
Issuer Common Stock is described in Item 3 above.
(d) Kaufman retains the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of the securities to which this
Schedule 13D relates.
(e) Inapplicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships with respect to
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Securities of the Issuer.
------------------------
As described in Item 3, MK GVD and Kaufman are parties to the Stock
Purchase Agreement pursuant to which they acquired 1,333,333 and 100,000 shares,
respectively, of the Issuer's Series AA Preferred Stock. Also in connection
with such transaction, MK GVD is entitled to elect one director of the Issuer.
MK GVD and Kaufman are also parties to a certain Information and
Registration Rights Agreement among the Issuer, Kaufman and MK GVD dated August
19, 1997 (the "Rights Agreement"). Pursuant to the terms of the Rights
Agreement, MK GVD and Kaufman possess certain rights with respect to the
registration of shares of Issuer Common Stock. Under the Registration Rights
Agreement, holders of at least 25% of the Issuer's unregistered Common Stock or
Issuer Common Stock issued or issuable upon conversion or exchange of any of the
Issuer's securities which are convertible into Issuer Common Stock ("Registrable
Securities") may, any time after August 19, 1998, request that the Issuer
prepare and file a registration statement, on a form other than Form S-3 with
respect to all or part of the Registrable Securities, subject to certain
conditions, including the right of the Company to defer such registration for up
to 120 days. Additionally, MK GVD and Kaufman, subject to certain conditions,
have the right to request, at any time after August 19, 1998, registrations on
Form S-3. Further, in the event that the Issuer proposes to register any of its
Common Stock under the Securities Act of 1934, as amended, MK GVD and Kaufman
are entitled to receive notice
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(1) Includes (i) 1,333,333 and 100,000 shares of the Issuer's Series AA
Preferred Stock held of record by MK GVD and Kaufman, respectively, which are
convertible into shares of Issuer Common Stock based on conversion formulas,
as appropriately adjusted, set forth in the Issuer's Certificate of
Incorporation; (ii) 170,830 and 666,667 shares of Issuer Common Stock held of
record by MK GVD and MK GVII, respectively, (iii) 16,000 shares of Issuer
Common Stock jointly held by Kaufman and his spouse and (iv) options to
purchase 22,500 shares of Issuer Common Stock exercisable within 60 days of
the date of August 31, 1998.
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Page 5 of 6
SCHEDULE 13D
thereof and to include in such registration all or part of the Registrable
Securities that they hold, subject to certain conditions, including the right of
the underwriters to limit the number of shares of Issuer Common Stock to be
included in such registration and underwriting.
On October 31, 1997 and June 14, 1998, the Issuer granted to Kaufman stock
options to purchase 25,000 and 10,000 shares, respectively, of Issuer Common
Stock in connection with Kaufman's services as a director of the Issuer. Such
stock options vest at a rate of 1/12/th/ per month such that they become fully
exercisable one year from the date of vesting commencement.
Item 7.
Materials to be Filed as Exhibits.
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Inapplicable.
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Page 6 of 6
SCHEDULE 13D
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 August 28, 1998
/s/ Michael D. Kaufman
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Signature
Michael D. Kaufman
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Name
6
