SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____)
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Sparta Pharmaceuticals, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
846638104
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(CUSIP Number)
Kalman Renov, D.H. Blair & Co., Inc.
44 Wall Street, New York, NY 10005 (212) 495-4484
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 10, 1997
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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 [ ].
Check the following box if a fee is being paid with this statement [ ].(A fee is
not required only if the reporting 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).
Page 1 of 7 pages
<PAGE>
CUSIP No. 846638104 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kalman Renov
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 Source of Funds
See Item #3 herein.
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is required pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 794,649
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
794,649
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
874,490
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 846638104 13D Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ruki Renov
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 Source of Funds
See Item #3 herein.
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is required pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 79,841
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 794,649
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 79,841
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10 SHARED DISPOSITIVE POWER
794,649
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
874,490
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 4 of 7 Pages
Item 1. Security and Issuer:
Common Stock, $.001 par value ("shares")
Sparta Pharmaceuticals, Inc.
111 Rock Road
Horsham, Pennsylvania 19044
Item 2. Identity and Background:
(a) This statement is filed on behalf of Kalman Renov and Ruki Renov
(the "Reporting Persons"). The Reporting Persons are husband and
wife.
(b) Mr. Renov's business address is D.H. Blair & Co., Inc. ("Blair"),
44 Wall Street, New York, New York 10005. Ms. Renov's address
is 172 Broadway, Lawrence, New York 11559.
(c) The Reporting Persons are directors and shareholders of, and Mr.
Renov is Vice Chairman of, Blair, a broker-dealer.
(d) The Reporting Persons have not, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) The Reporting Persons have not been parties to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a
result of which either 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 and violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration:
The Reporting Persons used their personal funds to purchase 611,767
shares and 71,106 Class C Warrants for an approximate total purchase
price of $575,502.87. 79,841 shares owned by Ms. Renov and 111,776
shares held in custodial accounts by her children pursuant to the
Uniform Gifts to Minors Act (New York) were purchased with
partnership funds by a partnership whose limited partners include
Ms. Renov and some of her children.
Item 4. Purpose of Transaction:
The Reporting Persons own these securities for investment purposes
only. They do not have any plans or proposals that would relate or
result in changing or influencing the control of the Issuer, or in
any of the following:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
terms of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(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 interdealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
<PAGE>
Page 5 of 7 pages
Item 5.
(a) As of September 10, 1997, the Reporting Persons may be deemed to
beneficially own 874,490 shares (1) or 8.4% of the Issuer's shares
issued and outstanding as follows: (i) 611,767 shares owned jointly by
the Reporting Persons, (ii) 79,841 shares owned directly by Ms. Renov,
(iii) 111,776 shares owned by the Reporting Persons' children (15,968
shares held in each of seven custodial accounts pursuant to the
Uniform Gifts to Minors Act (New York), and (iv) 71,106
Class C Warrants (2) owned jointly by the Reporting Persons.
(b) The Reporting Persons share the power to vote and to direct
the vote, to dispose or direct the disposition of those shares they
own jointly, and those shares held in custodial accounts for their
children. Mrs. Renov has sole voting and dispositive control
over those shares held directly by her (3).
(c) On September 10, 1997, the Reporting Persons made the following
transactions:
Purchase Price per
Shares or Sale Share
-----------------------------------------
216,100 Purchase $.60
166,666 Purchase $.60
66,666 Purchase $.60
16,666 Purchase $.60
16,666 Purchase $.60
16,666 Purchase $.60
The following transactions were made by Blair as market-maker in the
Issuer's securities in the previous sixty days:
Purchase Price per
Date Shares or Sale Share
-----------------------------------------------
7/24/97 5,000 Purchase $.59
7/24/97 5,000 Sale $.63
8/18/97 7,500 Purchase $.58
8/18/97 12,000 Purchase $.62
8/18/97 10,000 Purchase $.65
8/18/97 1,500 Sale $.73
8/18/97 1,500 Purchase $.72
8/18/97 7,500 Sale $.59
8/18/97 12,000 Sale $.63
8/18/97 10,000 Sale $.66
8/20/97 1,000 Purchase $.58
8/20/97 1,000 Sale $.59
9/08/97 6,000 Purchase $.46
9/08/97 10,666 Purchase $.49
9/08/97 6,000 Sale $.47
9/08/97 10,666 Sale $.50
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to the Securities of the Issuer:
Not applicable.
_________________________________________________________________________
(1) Not included are 133,326 shares owned by a partnership, some of whose
limited partners are Ms. Renov and the Reporting Persons' children.
Neither of the Reporting Persons has voting or dispositive power over
securities owned by this partnership.
(2) Each Class C Warrant entitles its holder to purchase one share at an
exercise price of $1.50 through August 23, 2001.
(3) Although Mr. Renov is including shares owned directly by Ms. Renov in his
aggregate beneficial ownership, filing of this statement shall not be deemed
an admission by him that he beneficially owns the securities attributed to
Ms. Renov. He expressly disclaims beneficial ownership of all securities held
by Ms. Renov for any purpose.
<PAGE>
Page 6 of 7 pages
Item 7. Material to be filed as Exhibits:
Exhibit A- Agreement to file this Statement on behalf of each of the
Reporting Parties.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
/s/ Kalman Renov
Date: September 19, 1997 _____________________________
New York, New York Kalman Renov
/s/ Ruki Renov
Date: September 19, 1997 _____________________________
New York, New York Ruki Renov
Page 7 of 7 pages
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with regulatory
authorities a Schedule 13D and any future amendments thereto reporting each
of the undersigned's ownership of securities of Sparta Pharmaceuticals, Inc.,
and hereby affirm that such Schedule 13D is being filed on behalf of each of
them.
/s/ Kalman Renov
Date: September 19, 1997 _____________________________
New York, New York Kalman Renov
/s/ Ruki Renov
Date: September 19, 1997 _____________________________
New York, New York Ruki Renov
