HUMAN PHEROMONE SCIENCES INC
SC 13D/A, 1999-01-29
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS
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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)*

                        HUMAN PHEROMONE SCIENCES, INC.
 
- --------------------------------------------------------------------------------

                               (Name of Issuer)

                                 Common Stock

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                        (Title of Class of Securities)

                                   296022106

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                                (CUSIP Number)

                                 Austin Grose
                              MK Global Ventures
                             2471 E. BayShore Road
                                   Suite 500
                              Palo Alto, CA 94304
                                (650) 424-0151

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                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)
 
                               December 30, 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>
 
- ------------------------------------------------------------------------------
 1.   NAME OF REPORTING PERSON  Michael D. Kaufman
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
      I.D. ####-##-####

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 2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
      (SEE INSTRUCTIONS)                                        (a) [_]
                                                                (b) [X]

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 3.   SEC USE ONLY

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 4.   SOURCE OF FUNDS (SEE INSTRUCTIONS)
      00

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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
      United States 

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     NUMBER OF       7.   SOLE VOTING POWER
                          3,143,330
      SHARES            
                   -----------------------------------------------------------
   BENEFICIALLY      8.   SHARED VOTING POWER                                 
                          0                                                   
     OWNED BY      
                   -----------------------------------------------------------
       EACH          9.   SOLE DISPOSITIVE POWER                               
                          3,143,330
    REPORTING                                                        
                   -----------------------------------------------------------
   PERSON WITH      10.   SHARED DISPOSITIVE POWER                              
                          0       
  
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11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      3,143,330 shares of Issuer's Common Stock

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12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
      (SEE INSTRUCTIONS)                                            [_]

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13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      25.2%

- ------------------------------------------------------------------------------
14.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
      IN    

- ------------------------------------------------------------------------------
<PAGE>
 
Item 1.    Security and Issuer.
           --------------------

        The title of the class of securities to which this Schedule 13D relates
is Common Stock ("Issuer Common Stock") of Human Pheromone 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 Amendment No. 1 to Schedule 13D supercedes and replaces that
certain Schedule 13D filed on August 31, 1998 with the Securities and Exchange
Commission (the "SEC") on behalf of Kaufman.

        (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.
           ------------------------------------------------- 

        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)
1,433,333 are shares of the Issuer's Common Stock issable upon conversion of
1,333,333 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) 107,500 are shares of the
Issuer's Common Stock issuable upon conversion of 100,000 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"); (vi)
149,000 are shares of the Issuer Common Stock held by Kaufman 17,500 of which he
acquired in February 1998 pursuant to open-market transactions and 32,500 of
which are issuable upon the exercise of stock options exercisable within 60 days
of this filing and (vii) 600,000 are shares of the Issuer's Common Stock
issuable upon conversion of 6,000 shares of Series BB Preferred Stock held by MK
GVD Fund which it acquired pursuant to private transactions with the Company on
December 30, 1998. The aggregate consideration for the purchase of the Shares
was $500,000, $2,746,752, 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.

Item 4.    Purpose of Transaction.
           ---------------------- 

        The purpose of the transactions described in Item 3 above was to acquire
securities of the Issuer for investment purposes.
<PAGE>
 
Item 5.    Interest in Securities of the Issuer.
           ------------------------------------ 

        (a) and (b) Kaufman beneficially owns 3,143,330/1/ shares of Issuer
Common Stock, which constitutes 25.2% 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 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, 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.
         --------------------------------- 

        Inapplicable.


- -----------------------------------
    /1/   Please refer to item 3.
<PAGE>
 
        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 January 27, 1999
                                       /s/ Michael D. Kaufman
 
                                       ---------------------------------------
                                       Signature

                                       Michael D. Kaufman
                                       Name



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