SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
SALIVA DIAGNOSTIC SYSTEMS, INC.
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(Name of issuer)
COMMON STOCK, $.01 par value
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(Title of class of securities)
795427 20 2
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(CUSIP number)
Michael T. Conway
Lazare Potter Giacovas & Kranjac LLP,
950 Third Avenue, New York, New York 10022
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(Name, address and telephone number of person
authorized to receive notices and communications)
July 19, 1999
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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 Sections 240.13d-1(f) or 240.13d-1(g), check
the following box. | |
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are being 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).
<PAGE>
CUSIP No. 795427 20 2
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Luc Hardy ("Hardy")
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) | |
(b) | |
3. SEC Use Only
4. Source of Funds (See Instructions)
SC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) | |
6. Citizenship or Place of Organization
France
| 7. Sole Voting Power
NUMBER OF | 1,500,000
SHARES | 8. Shared Voting Power
BENEFICIALLY | -0-
OWNED BY | 9. Sole Dispositive Power
EACH | 1,500,000
REPORTING | 10. Shared Dispositive Power
PERSON WITH | -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain shares | |
13. Percent of Class Represented by Amount in Row (11)
18.49%
14. Type of Reporting Person (See Instructions)
IN
<PAGE>
ITEM 1. Security and Issuer
Common Stock, $.01 par value
SALIVA DIAGNOSTIC SYSTEMS, INC.
11719 Northeast 95th St.
Vancouver, WA 98682
ITEM 2. Identity and Background:
a. Luc Hardy
b. 303 Cognewaugh Road
Greenwich - Cos Cob, CT 06807
c. Principal Occupation: Consultant
Principal Employer: Sagax Development Corp.
303 Cognewaugh Road
Greenwich - Cos Cob, CT 06807
d. None
e. None
f. France
ITEM 3. Source and Amount of Funds or Other Consideration
In August 1994, Hardy v. Saliva Diagnostic Systems, Inc., Ronald L.
Lealos, Eugene Seymour and Richard S. Kalin, was filed in United States
District Court, District of Connecticut by Luc Hardy, a former director
and officer of the Company (the "Action"). The complaint alleged several
causes of action against the Company and individual defendants, including
former directors and officers of the Company, including breach of Mr. Hardy's
employment agreement with the Company, intentional interference with
contract by the individual defendants, slander and deceptive trade
practices, all arising from his employment termination by the Company. A
judgment was entered against the Company on March 23, 1999 for approximately
$1,675,000. Pursuant to a settlement agreement dated July 2, 1999 (the
"Settlement"), the Company issued approximately 1,500,000 shares of its
common stock and will pay approximately $290,000 in cash over a two-year
period to Mr. Hardy. As a part of this settlement, Mr. Hardy has agreed to
enter into a two-year consulting agreement pursuant to which Mr. Hardy will
provide consulting services to the Company. The settlement was to become
effective upon Mr. Hardy's filing of a satisfaction and release of the
judgment, as well as a stipulation of dismissal with prejudice of the Action,
both of which have now occurred.
ITEM 4. Purpose of Transaction
The shares issued pursuant to the Settlement were acquired for, and are
being held for, investment purposes. Hardy has no plan or proposal that is
related to, or would result in, any of the actions enumerated in Item 4 of the
instructions to Schedule 13D.
<PAGE>
ITEM 5. Interest in Securities of Issuer
a. Aggregate Number: 1,500,000 shares of Common Stock, par value
$.01; Percentage of Class: 18.49%. This information is as of
April 30, 1999. Percentages are based on the information supplied by the
April 30, 1999 Form SB-2 filed with the Securities and Exchange Commission by
issuer which states that, as of April 30, 1999 there were 8,113,544 shares
of Common Stock outstanding.
b. Hardy has the sole power to vote, direct the vote, dispose
of or direct the disposition of all the shares described in paragraph (a).
c. None
d. N/A
e. N/A
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None
ITEM 7. Material to Be Filed as Exhibits
None
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.
July **, 1999 s/Luc Hardy
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[Date] LUC HARDY
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by
reference. The name of any title of each person who signs the statement shall
be typed or printed beneath his signature.
