SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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., Suite 1440, 39 Broadway, New York, New York 10006
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(Name, address and telephone number of person
authorized to receive notices and communications)
October 14, 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 7 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)
<PAGE>
CUSIP No. 795427202 SCHEDULE 13D Page 2 of _ Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Biscount Overseas, Ltd. ("Reporting Entity")
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
SEE ITEM 5 BELOW (b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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7 SOLE VOTING POWER
SEE ITEM 5 BELOW Reporting Entity: 10,960,338
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON SEE ITEM 5 BELOW Reporting Entity: 10,960,338
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5 BELOW Reporting Entity: 10,960,338
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5 BELOW Reporting Entity: 59%
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14 TYPE OF REPORTING PERSON*
Reporting Entity: CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. Security and Issuer
Common Stock, $.01 par value
SALIVA DIAGNOSTIC SYSTEMS, INC.
4th Floor, 419 Park Avenue South
New York, New York 10016
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
ITEM 3. Source and Amount of Funds or Other Consideration
Source: Working capital of Reporting Entity
Amount: $2,000,000
Reporting Entity acquired $2,000,000 in liquidation
value of Class B convertible preferred stock of the
Issuer together with $145,000 in Class B Preferred Stock
for penalties and has, to the date of this Schedule 13D,
converted $2,145,000 in liquidation value of such shares
into10,860,338 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 were
acquired for, and are being held for, investment purposes. The Reporting Entity
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.&b. All of the information given below is as of April 13,2000.
Percentages are based on the information supplied by the Issuer's counsel that,
as of April 13, 2000 there were 8,960,386 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.
Name Shares Warrants(1) Total Per Cent(2)
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Reporting Entity 10,860,338 100,000 10,960,338 59%
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(1) Included although the exercise price of $3.375 per share is currently
substantially above the current market price of approximately $0.75 per
share of Common Stock and it is currently unlikely that the warrants will
be exercised.
(2) For Reporting Entity, taking into account shares to be issued on
the exercise of the warrants.
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, which were sold by the Reporting Entity in March 2000.
On October 14, 1999, the Reporting Entity converted 1,645,000 shares
of Class B Preferred Stock, having an aggregate liquidation preference of
$1,645,000, into 9,495,822.4 shares of Common Stock based on a conversion rate
of $0.1788 per share.
The Company is also obligated to pay the Reporting Entity penalties
for its failure to timely cause a Registration Statement for the Reporting
Person to become effective.
None of the executive officers, directors or other persons
controlling the Reporting Entity, 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.)
Except as set forth above the Reporting Entity has not 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
<PAGE>
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.
April 30, 2000 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.
