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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
795427202
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(CUSIP number)
Samuel M. Krieger, Esq., 319 Fifth Avenue, New York, New York 10016
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(Name, address and telephone number of person
authorized to receive notices and communications)
March 2, 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 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.
(Continued on following pages) (Page 1 of 13 Pages)
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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 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. 79542702 13D Page 2 of 13 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ ]
BISCOUNT OVERSEAS, LTD. ("Reporting Entity")
EIN No.
RESONANCE LIMITED ("Resonance")
EIN No.
COMBINATION, INC. ("Combination")
EIN No.
DAVID FREUND ("Freund")
SS No.
ABRAHAM ZISKIND ("Ziskind")
SS No.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | |
(b) |X|
SEE ITEM 5 BELOW
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) | |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Reporting Entity: Switzerland
Resonance: Isle of Man
Combination: Turks and Caicos Islands
Freund: Israel
Ziskind: Israel
7 SOLE VOTING POWER
NUMBER OF
SHARES
SEE ITEM 5 BELOW
Reporting Entity: 3,156,802
Resonance: 300,000
Combination: 300,000
Freund: 300,000
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Combination & Freund: 600,000
Ziskind: 253,632
If a Group, total: 4,310,434
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Page 3 of 13 Pages
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
SEE ITEM 5 BELOW
Reporting Entity: 3,156,802
Resonance: 300,000
Combination: 300,000
Freund: 300,000
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Combination & Freund: 600,000
Ziskind: 253,632
If a Group, total: 4,310,434
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5 BELOW
Reporting Entity: 3,156,802
Resonance: 300,000
Combination: 300,000
Freund: 300,000
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Combination & Freund: 600,000
Ziskind: 253,632
If a Group, total: 4,310,434
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5 BELOW
Reporting Entity: 40.7%
Resonance: 4.5%
Combination: 4.5%
Freund: 4.5%
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Combination & Freund: 9.1%
Ziskind: 3.8%
If a Group, total: 55.6%
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Page 4 of 13 Pages
14 TYPE OF REPORTING PERSON
Reporting Entity: CO
Resonance: CO
Combination: CO
Freund: IN
Ziskind: IN
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Page 5 of 13 Pages
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:
1. Reporting Entity
a. Biscount Overseas, Ltd.
b. c/o J. Owadyeh, 3 Freilagr Str., Zurich, Switzerland CH-8043
c. State of Organization: Switzerland
Principal Business: Investments
d. None
e. None
Name of Executive Officers and Principal Members of Reporting Entity
a. J. Owadyeh - President and Managing Director
b. 3 Freilagr Str., Zurich, Switzerland CH-8043
c. Investor
d. None
e. None
f. Switzerland
2. Resonance
a. Resonance Limited
b. Burleigh Manor Peel Road
British Isles IM1 5EP
c. State of Organization: Isle or Man
Principal Business: Investments
d. None
e. None
Name of Executive Officers and Principal Members of Resonance
a. Moshe Mandel
b. Burleigh Manor Peel Road
British Isles IM1 5EP
c. Investor
Resonance Limited - Investments
Burleigh Manor Peel Road
British Isles IM1 5EP
d. None
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Page 6 of 13 Pages
e. None
f. Israel
a. Gethin Taylor
b. Burleigh Manor Peel Road
British Isles IM1 5EP
c. Investor
Resonance Limited - Investments
Burleigh Manor Peel Road
British Isles IM1 5EP
d. None
e. None
f. Isle of Man
3. Combination
a. Combination, Inc.
b. c/o British West Indies Capitol Management
P.O. Box 106
Arawak House
Grand Turk,
c. State of Organization: Turks and Caicos Islands
Principal Business: Investments
d. None
e. None
Name of Executive Officers and Principal Members of Combination
a. David Freund
b. 85 Rechov Etrog
Jerusalem, Israel
c. Investor
85 Rechov Etrog
Jerusalem, Israel
d. None
e. None
f. Israel
4. Freund
a. David Freund
b. 85 Rechov Etrog
Jerusalem, Israel
c. Investor
85 Rechov Etrog
Jerusalem, Israel
d. None
e. None
f. Israel
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Page 7 of 13 Pages
5. Ziskind
a. Abraham Ziskind
b. 85 Rechov Etrog
Jerusalem, Israel
c. Investor
85 Rechov Etrog
Jerusalem, Israel
d. None
e. None
f. Israel
ITEM 3. Source and Amount of Funds or Other Consideration
Source: Working capital of Reporting Entity
Amount: $2,500,000
Reporting Entity acquired $2,500,000 in
liquidation value of Class A and Class B
convertible preferred stock of the Issuer
and has, to the date of this Schedule 13D,
converted $2,000,000 in liquidation value of
such shares into 3,168,767 shares of Common
Stock of the Issuer (see Item 5 below)
ITEM 4. Purpose of Transaction
The Shares deemed to be beneficially owned by the Reporting
Entity and each of the other persons named in Item 5 as owning shares of the
Issuer were acquired for, and are being held for, investment purposes. None of
the Reporting Entity or any of the other persons named in Item 5 has any 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.
ITEM 5. Interest in Securities of Issuer
a.&b. All of the information given below is as of March 26,
1999. Percentages are based on the information supplied by the Issuer's counsel
that, as of March 25, 1999 there were 6,613,544 shares of Common Stock
outstanding
Each of the following persons is deemed to be the beneficial
owner of the number of shares of Common Stock, par value $.01, of the Issuer,
indicated below. Each such person is deemed to beneficially own the percentage
of the outstanding shares indicated below. Each such person has the sole power
to vote, direct the vote, dispose of or direct the disposition of all the shares
that it is deemed to beneficially own.
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<TABLE>
<CAPTION>
Page 8 of 13 Pages
Conversion
Name Shares Shares 1 Warrants 2 Total Per Cent 3
- ---- ------ -------- ---------- ----- ----------
<S> <C> <C> <C> <C> <C>
Reporting Entity 2,015,135 1,041,667 100,000 3,156,802 40.7%
Resonance Limited 300,000 300,000 4.5%
Combination, Inc. 4 300,000 300,000 4.5%
David Freund 4 300,000 300,000 4.5%
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Combination and Freund 600,000 600,000 9.1%
Abraham Ziskind 253,632 253,632 3.8%
If a group, Total 3,168,767 1,041,667 100,000 4,310,434 55.6%
</TABLE>
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1 Shares issuable upon conversion of 500 shares of the Issuer's Class B
Preferred Stock shares (having an aggregate liquidation preference of $500,000).
The Class B Preferred Stock shares are convertible at the option of the holder
into Common Stock. The number of shares of Common Stock is determined by
dividing the liquidation preference of the Class B Preferred Stock being
converted by a conversion price, which is the lower of (a) the market price of
the stock on the date the shares were issued or (b) 80% of the average closing
bid price of the Common Stock for the five trading days immediately preceding
the date of conversion. As of March 26, 1999, the conversion rate would be $0.48
(80% of $0.60).
2 Included although the exercise price of $3.375 per share is currently
substantially above the current market price of approximately $0.60 per share of
Common Stock and it is currently unlikely that the warrants will be exercised.
3 For Reporting Entity and for Total only, taking into account shares to be
issued on conversion of outstanding Class B Preferred Stock and the exercise of
the warrants.
4 Because of Freund's relationship to Combination, Combination and Freund are
considered a group with each other. Such group disclaims being part of a group
with any of the other entities or persons named in this table.
c. Recent transactions by the Reporting Entity are as follows:
On March 2, 1999, the Reporting Entity converted 500 shares of
Class B Preferred Stock, having an aggregate liquidation preference of $500,000,
into 1,364,516 shares of Common Stock based on a conversion rate of $0.3664 per
share.
Each of the Reporting Entity and each of such other persons
identified above expressly disclaims any beneficial interest in the shares held
by any of the other entities or persons named above (including, where relevant,
the Reporting Entity) and has no right to direct the voting
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Page 9 of 13 Pages
or disposition of such shares. Except as noted in footnote 4 to the table above,
they each disclaim being part of a group but are filing this Schedule 13D in the
event it is determined that they constitute such a group.
None of the executive officers, directors or other persons
controlling the Reporting Entity, Resonance or Combination (other than Freund,
as indicated above) owns any shares of the Issuer or has the power to direct the
voting or disposition of any shares of the Issuer (other than those owned by the
Reporting Person, Resonance or Combination, as the case may be).
Neither the Reporting Entity nor any of the other persons
named above has sold any shares of Common Stock of the Issuer.
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
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Page 10 of 13 Pages
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.
March 29, 1999 BISCOUNT OVERSEAS, LTD.
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[Date]
By: s/J. Owadyeh
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J. OWADYEH
Title: President
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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.
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Page 11 of 13 Pages
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.
March 29 , 1999 RESONANCE LIMITED
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[Date]
By: s/Moshe Mandel
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Title: President
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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.
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Page 12 of 13 Pages
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.
March 29, 1999 COMBINATION, INC.
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[Date]
By: s/David Freund
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DAVID FREUND
Title: President
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March 29, 1999 s/David Freund
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[Date] DAVID FREUND
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.
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Page 13 of 13 Pages
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.
March 29, 1999 s/Abraham Ziskind
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[Date] ABRAHAM ZISKIND
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.
