UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. 1)*
EcoScience Corporation
(Name of Issuer)
Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
279218-10-1
(CUSIP Number)
William J. Short, President
Worcester Business Development Corporation
33 Waldo Street, Worcester, MA 01608 (508) 753-2924
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 3, 1997
(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 [ ].
Check the following box if a fee is being paid with the statement [ ].(A fee is
not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
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 the
disclosures provided in a prior cover page.
The information required in 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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CUSIP No. 279218-10-1 Page 1 of 8
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (VOLUNTARY)
Worcester Business Development Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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7 SOLE VOTING POWER
NUMBER OF
SHARES 400,000
BENEFICIALLY ----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH ----------------------------------------------------
9 SOLE DISPOSITIVE POWER
400,000
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN\SHARES*
[ X ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
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14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
SCHEDULE 13D
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CUSIP No. 279218-10-1 Page 2 of 8
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Item 1. Security and Issuer
(a) Title of Security:
Common Stock, $.01 par value
(b) Name and address of Issuer's Principal Executive Offices:
EcoScience Corporation
10 Alvin Court
East Brunswick, NJ 08816
Item 2. Identity and Background
(a) Name of Person Filing:
Worcester Business Development Corporation
(b) Place of Organization:
Massachusetts
(c) Principal Business of the Person Filing:
Real estate development for the purpose of creating employment in the
greater Worcester, Massachusetts area.
(d) Address of Principal Business and Office:
33 Waldo Street
Worcester, MA 01608
(e) The filing person has not, during the last five years, been convicted
in a criminal proceeding.
(f) The filing person has not, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been 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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CUSIP No. 279218-10-1 Page 3 of 8
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See attachment for additional disclosure regarding executive officers
and directors of the filing person.
Item 3. Source and Amount of Funds or Other Consideration
Not Applicable.
Item 4. Purpose of Transaction
Not Applicable. The filing person does not have any specific plans or
proposals in connection with the securities. See attachment for additional
disclosure regarding executive officers and directors of the filing person.
Item 5. Interest in Securities of the Issuer
(a) The filing person owns 400,000 shares of the issuer in the
aggregate or 3.8% of the issuer's Common Stock outstanding.
The filing person expressly disclaims beneficial ownership of
any shares of the issuer owned by the filing person's
executive officers and directors.
(b) The filing person has sole power to vote and dispose of
400,000 shares.
(c) The only transaction by the filing person in the issuer's
securities within the last sixty days is the disposition of
100,000 shares of the issuer's Common Stock on February 3,
1997 on the open market at a price of 1 1/8 per share.
(d) No 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, the securities.
(e) If not before (because of an increase in the outstanding
securities of the issuer), the filing person ceased to be the
beneficial owner of more than five percent of the issuer's
securities on February 3, 1997.
See attachment for additional disclosure regarding executive officers
and directors of the filing person.
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CUSIP No. 279218-10-1 Page 4 of 8
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
with respect to securities of the issuer.
See attachment for additional disclosure regarding executive officers
and directors of the filing person.
Item 7. Material to Be Filed as Exhibits
N/A
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.
WORCESTER BUSINESS
DEVELOPMENT CORPORATION
By: /s/William J. Short
-------------------
William J. Short, President
Date: April , 1997
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CUSIP No. 279218-10-1 Page 5 of 8
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Attachment
The following is the information required by Items 2-6 for all executive
officers and directors of the filing person, which is a corporation.
Item 2. Identity and Background. Following is the name; business address;
principal occupation; and principal business of employer, for each of the
executive officers and directors of the filing person. All of such persons are
U.S. citizens. None of these people have, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor have they been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result been 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.
Steven B. Ayres Cushing C. Bozenhard
President/Treasurer President
Barrett Centrifugals Inc. The Bozenhard Co., Inc.
P.O. Box 15059 37 Fruit Street
Worcester, MA 01615-0059 Worcester, MA 01609
Principal Business: Principal Business: Consulting,
Manufacturer of Industrial Construction Management and
Centrifuges Expert Testimony
Robert S. Bowditch Ralph D. Crowley, Jr.
Attorney President
Bowditch & Dewey Polar Beverages
311 Main Street 40 Walcott Street
Worcester, MA 01608 P.O. Box 15011
Principal Business: Law Firm Worcester, MA 01615-0011
Principal Business: Beverage
manufacturer and distributor
Dix F. Davis P. Kevin Condron
V.P. Investment Management President
Allmerica Financial Central Supply Company
440 Lincoln Street 12 East Worcester St.
Worcester, MA 01653 Worcester, MA 01613
Principal Business: Principal Business: wholesale
Investments plumbing and heating
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CUSIP No. 279218-10-1 Page 6 of 8
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D. Davidson Easson, Jr. Aaron Lazare, M.D.
Chief Operating Officer Chancellor/Dean
Alpha-Beta Technology UMass Medical Center
One Innovation Drive 55 Lake Avenue North
Worcester, MA 01605 Worcester, MA 01655
Principal Business: Principal Business: Academic
Biotechnology Health Center
John H. Dickson David R. Grenon
President Insurance Broker
Massachusetts Electric Co. The Protector Group Insurance
25 Research Drive Agency Inc.
Westborough, MA 01582 20 Washington Square
Principal Business: Public Worcester, MA 01604
Utility Principal Business: Insurance
Agency
Peter H. Levine, M.D. Alexander E. Drapos
CEO Attorney
Memorial Health Care Fletcher, Tilton & Whipple
119 Belmont Street 370 Main Street
Worcester, MA 01605-2982 Worcester, MA 01608
Principal Business: Principal Business: law firm
Healthcare delivery
Robert B. Kervick Patricia A. Naumnik
CEO Bank Officer
Kervick Enterprises, Inc. Bay State Savings Bank
40 Rockdale Street 28 Franklin Street
Worcester, MA 01605 Worcester, MA 01608
Principal Business: Principal Business: Mutual
Manufacturer of forgings and Savings Banking
investment castings,
commercial printer
John D. Hunt David A. Lemoine
Business and Financial Certified Public Accountant
Consultant Deloitte & Touche LLP
One Innovation Drive 125 Summer Street
Worcester, MA 01605 Boston, MA 02110
Self-employed Principal Business: Accounting
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CUSIP No. 279218-10-1 Page 7 of 8
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Charles E. Soule Dr. Robert Kamen
President and CEO President
Paul Revere Insurance BASF Bioresearch Corporation
Group 100 Research Drive
18 Chestnut Street Worcester, MA 01605
Worcester, MA 01608 Principal Business:
Principal Business: Pharmaceutical Research
Insurance & Development
Mark L. Love John T. Crowe
Certified Public Accountant General Manager - Americas
Love, Bollus, Lynch Norton Company
& Rogers Silicon Carbide
33 Waldo Street One New Bond Street
Worcester, MA 01608 Worcester, MA 01606
Principal Business: Principal Business:
Accounting Manufacturer of Ceramics,
Refractories, and abrasives
Allan S. Kimball Frederick Mulligan
President President
Allegro MicroSystems, Inc. Cutler Associates, Inc.
115 Northeast Cutoff 43 Harvard Street
Worcester, MA 01615 Worcester, MA 01615-0049
Principal Business: Principal Business:
Semiconductors Construction and Design
Corinne C. Turner John M. Nelson
23 Edgemere Boulevard Executive
Shrewsbury, MA 01545 Wyman-Gordon Company
Retired 244 Worcester St./Box 8001
N. Grafton, MA 01536-8001
Principal Business:
William J. Short Manufacturer of Forgings,
President Investment castings and
Worc. Area Chamber of Composite structures
Commerce
33 Waldo Street Jane V. Hawkes
Worcester, MA 01608 Attorney
Principal Business: Community Bowditch & Dewey
business support 311 Main Street
Worcester, MA 01608
Principal Business: Law Firm
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CUSIP No. 279218-10-1 Page 8 of 8
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George W. Tetler
Attorney
Bowditch & Dewey
311 Main Street
Worcester, MA 01608
Principal Business: Law Firm
Item 3. Source and Amount of Funds or Other Consideration
N/A
Item 4. Purpose of Transaction
N/A
Item 5. Interest in Securities of the Issuer
Except as noted below, none of the executive officers or directors of
the Issuer beneficially own any securities of the issuer nor do they share
voting or disposition power nor do they know of any other person who has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities owned by the filing person.
David A. Lemoine owns 200 shares of the issuer's common stock directly
through his IRA which he acquired through an open market purchase more than 60
days prior to the date hereof. David Grenon, John Hunt and William Short own
1850, 746 and 319 shares of the issuer's common stock, respectively, which were
acquired as a result of a distribution from a limited partnership in which each
of them had an interest. This distribution was made more than 60 days prior to
the date hereof. Cushing C. Bozenhard owns 10,000 shares of the issuer's common
stock directly which were purchased with personal funds in an open market
transaction on February 4, 1997 at a price of $1.438 per share. The filing
person expressly disclaims any beneficial ownership in the shares owned by
Messrs. Lemoine, Grenon, Hunt, Short and Bozenhard.
The executive officers and directors expressly disclaim beneficial
ownership of the shares owned by the filing person and one another.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
None.
