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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MENLEY & JAMES, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
586817 10 8
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(CUSIP Number)
JANUARY 27, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of -- 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [X]
1. Names of Reporting Persons. Harvey Houtkin
I.R.S. identification Nos. Of above persons (entities only).
N/A
2. Check the Appropriate Box if a Member of a Group
(a)_____________
(b)_____________
3. SEC Use Only
4. Source of Funds. BK
5. Check if Disclosure of Legal Proceedings is Required Pursuant to items
2(d) or 2(e). N/A
6. Citizenship or Place of Organization. United States
Number of 5. Sole Voting Power
Shares Bene- 127,600
ficially Owned 6. Shared Voting Power
by Each Report- 444,861
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ing Person With: 7. Sole Dispositive Power
127,600
8. Shared Dispositive Power
444,861
9. Aggregate Amount Beneficially Owned by Each Reporting Person
572,461
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (11)
8.9%
12. Type of Reporting Person. IN
Item 1.
Common Stock
Menley & James, Inc.
125 Strafford Avenue
Suite 300
Wayne, PA 19087
Item 2.
(a) Name of Person Filing:
Harvey Houtkin
(b) Residence or business address:
160 Summit Avenue, Montvale, NJ 07645
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted:
Chief Executive Officer, All-Tech Direct, Inc., an NASD
registered broker/dealer located at 160 Summit Avenue,
Montvale, New Jersey 07645
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, any penalty imposed, or other
disposition of the case:
None
(e) Whether or not, during the last five years, such person was a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
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; and, if so,
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identify and describe such proceedings and summarize the terms of
such judgment, decree or final order:
None
(f) Citizenship:
United States
Item 3. Source and amount of Funds or Other Consideration.
The funds will be obtained from a bank loan. A preliminary
agreement has been reached with Summit Bank.
Item 4. Purpose of Transaction.
State the purpose or purposes of the acquisition of securities of the
issuer. Describe any plans or proposals whicih the reporting persons
may have which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer:
Mr. Houtkin wishes to purchase no less than a majority of the
shares of the issuer either by purchasing the shares himself or
through an entity which is controlled by him. Management of the
issuer is proposing to liquidate the assets of the issuer. Mr.
Houtkin believes he can enhance the value of the shares and is
prepared himself, or through an entity controlled by him, to offer
shareholders a premium over liquidation value for their shares.
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries:
It is likely that in enhancing the value of the shares, should Mr.
Houtkin or an entity controlled by him be successful in purchasing
at least a majority of the outstanding shares, the issuer will
combine with another entity with an ongoing business.
(c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries.
A substantial portion of the issuer's assets, consisting of cash,
may be utilized to finance the acquisition of control of another
business entity.
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the
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number or term of directors or to fill any existing vacancies on the
board:
It is likely that if Mr. Houtkin or an entity controlled by him is
successful in acquiring at least a majority of the shares of the
issuer, new directors and officers of the issuer will be elected.
(e) Any material change in the present capitalization or dividend
policy of the issuer:
While no material change in the present capitalization or dividend
policy of the issuer is presently contemplated by Mr. Houtkin, such
may not continue to be the case. For example, additional shares of
the issuer might be issued in connection with a business acquisition.
(f) Any other material change in the issuer's business or corporate
structure, including but not limited to, if the issuer is a
registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940:
The issuer is currently doing no business. Mr. Houtkin contemplates
that the issuer will engage in a business combination with another
entity and thus while its corporate structure may not change,
although such may not be the case, the issuer will engage in some
sort of business.
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person:
No such change is currently contemplated by Mr. Houtkin
(h) Causing a class of securities of the issuer 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:
It is not Mr. Houtkin's intention to cause the stock of the issuer
to be delisted from the Nasdaq Small Cap market but, as a result of
his purchase of shares, if enough shareholders tender their shares,
the stock of the company may be delisted from the Nasdaq Small Cap
market because of the low
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number of public shareholders.
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act:
While pursuant to Section 12(g)(4) of the Act termination of the
registration under Section 12(g) of the Act of the issuer's common
shares could be effected if there are fewer than 300 shareholders,
it is not Mr. Houtkin's current intention to seek such termination
of registration.
(j) Any action similar to any of those enumerated above:
None.
Item 5. Interest in Securities of the Issuer.
(a) State the aggregate number and percentage of the class of securities
of the issuer identified pursuant to Item 1 (which may be based on
the number of securities outstanding as contained in the most
recently available filing with the Commission by the issuer unless
the filing person has reason to believe such information is not
current) beneficially owned (identifying those shares which there is
a right to acquire) by each person named in Item 2. The above
mentioned information should also be furnished with respect to
persons who, together with any of the persons named in Item 2,
comprise a group within the meaning of Section 13(d)(3) of the Act:
Amount beneficially owned: 572,461 shares (includes shares owned by
Mr. Houtkin's wife Sherry Houtkin, as to which Mr. Houtkin disclaims
beneficial ownership).
Percent of class 8.9%
(b) For each person named in response to paragraph (a), indicate the
number of shares as to which there is sole power to vote or to
direct the vote, shared power to vote or to direct the vote, sole
power to dispose or to direct the disposition, or shared power to
dispose or to direct the disposition. Provide the applicable
information required by item 2 with respect to each person with
whom the the power to vote or to direct the vote or to dispose or
direct the disposition is shared:
(a) Sole power to vote or to direct the vote 127,600
(b) Shared power to vote or to direct the vote 444,861
Shared with the co-directors of All-Tech
Direct, Inc., Harry Lefkowitz and Mark Shefts 178,351
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Shared with Esther Houtkin 1,500
Shared with the co-director of Rushmore
Financial Services, Inc., Mark Shefts 10
Owned by Sherry Houtkin 145,000
(c) Sole power to dispose or to direct the disposition of 127,600
(d) Shared power to dispose or to direct the disposition of 444,861
Shared with the co-directors of All-Tech
Direct, Inc., Harry Lefkowitz and
Mark Shefts 178,351
Shared with Esther Houtkin 1,500
Shared with the co-director of Rushmore
Financial Services, Inc., Mark Shefts 10
Owned by Sherry Houtkin 145,000
(c) Describe any transactions in the class of securities reported on
that were effected during the past sixty days or since the most
recent filing on Schedule 13D (Section 240.13d-191), whichever is
less, by the persons named in response to paragraph (a).
All of the following transactions were effected for All-Tech
Direct, Inc., a market maker in the issuer's stock.
12/6/99 Buy 500 $1,046.88
12/15/99 Buy 1,500 3,140.63
12/21/99 Buy 1,500 3,140.63
12/22/99 Sell 100 (218.74)
12/22/99 Buy 100 218.75
12/23/99 Buy 600 1,256.25
12/23/99 Buy 600 1,256.25
12/23/99 Buy 600 1,256.25
1/4/00 Buy 200 431.25
1/4/00 Buy 500 1.062.50
1/4/00 Buy 1,600 3,412.50
1/6/00 Buy 500 1,140.63
1/10/00 Buy 400 900.00
1/10/00 Buy 100 225.00
1/10/00 Buy 400 900.00
1/10/00 Buy 600 1,350.00
1/12/00 Buy 600 1,200.00
1/31/00 Buy 200 406.25
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(d) If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and,
if such interest related to more than five percent of the
class, such person should be identified. A listing of the
shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of an
employee benefit plan, pension fund or endowment fund is not
required.
Shares owned by All-Tech Direct, Inc., and the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
common stock of the issuer, are shared equally by the co-directors
of All-Tech, Mark Shefts, Harry Lefkowitz, and Mr. Houtkin.
Sherry Houtkin, the wife of Harvey Houtkin, owns 145,000 shares of
the issuer.
Shares owned by Rushmore Financial Services, Inc., and the power
to direct the receipt of dividends from, or the proceeds from the
sale of, the common stock of the issuer, are shared equally by the
co-directors of Rushmore, Mr. Houtkin and Mark Shefts.
(e) Not applicable.
Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to
Securities of the Issuer.
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of the issuer,
including, but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements,
put or calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies, naming the persons with whom such
contracts, arrangements, understandings or relationships have been
entered into. Include such information for any of the securities that
are pledged or otherwise subject to a contingency the occurrence of
which would give another person voting power or investment power over
such securities except that disclosure of standard default and similar
provisions contained in loan agreements need not be included.
None.
Item 7. Material to be filed as Exhibits.
None
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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.
February 4, 2000
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Date
S/Harvey Houtkin
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Signature
Harvey Houtkin
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Name/Title
