UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
HI-TECH PHARMACAL CO., INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
42840B101
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(CUSIP Number)
Mr. Bernard Seltzer
Hi-Tech Pharmacal Co., Inc.
369 Bayview Avenue
Amityville, New York 11701
(516) 789-8228
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy To: Martin M. Goldwyn, Esq.
Tashlik, Kreutzer & Goldwyn P.C.
833 Northern Boulevard
Great Neck, NY 11021
(516) 466-8005
December 31, 1996
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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 the 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 less than five percent 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
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).
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Schedule 13D
CUSIP No. 42840B101 13D Page 2 of 10 pages
1. Name of Reporting Person: Bernard Seltzer
S.S. or I.R.S. Identification No. of Above Individual:
2. Check the Appropriate Box if a Member of a Group (a) | |
(b) |X|
3. SEC Use Only
4. Source of Funds not applicable
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
7. Sole Voting Power
NUMBER OF SHARES 883,368
BENEFICIALLY 8. Shared Voting Power
-0-
OWNED BY EACH 9. Sole Dispositive Power
883,368
REPORTING PERSON 10. Shared Dispositive Power
-0-
WITH
11. Aggregate Amount Beneficially Owned by Each Reporting Person
883,368
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares | |
13. Percent of Class Represented by Amount in Row (11)
19.7%
14. Type of Reporting Person: IN
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Schedule 13D
CUSIP No. 42840B101 13D Page 3 of 10 pages
1. Name of Reporting Person: The Bernard Seltzer Retained
Annuity Trust
S.S. or I.R.S. Identification No. of Above Individual:
2. Check the Appropriate Box if a Member of a Group (a) | |
(b) |X|
3. SEC Use Only
4. Source of Funds not applicable
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) | |
6. Citizenship or Place of Organization: New York
NUMBER OF SHARES 7. Sole Voting Power
-0-
BENEFICIALLY 8. Shared Voting Power
-0-
OWNED BY EACH 9. Sole Dispositive Power
-0-
REPORTING PERSON 10. Shared Dispositive Power
-0-
WITH
11. Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares | |
13. Percent of Class Represented by Amount in Row (11)
-0-
14. Type of Reporting Person: 00
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CUSIP NO. 42840B101 Page 4 of 10 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
HI-TECH PHARMACAL CO., INC.
(Name of Issuer)
ITEM 1. Security and Issuer.
The title of the class of equity security to which this statement
relates is the Common Stock, $.01 par value per share (the "Common Stock") of
Hi-Tech Pharmacal Co., Inc., a New York corporation (the "Issuer"), whose
principal executive offices are located at 369 Bayview Avenue, Amityville, New
York 11701.
ITEM 2. Identity and Background.
This statement is filed by Bernard Seltzer, a United States citizen
with a business address at c/o Hi-Tech Pharmacal Co., Inc., 369 Bayview Avenue,
Amityville, New York 11701 and The Bernard Seltzer Retained Annuity Trust, a New
York trust, dated November 1, 1994 (the "Trust") with an address at c/o Miriam
Seltzer, 707 Virginia Street, Far Rockaway, New York 11691. The trustees of the
Trust (the "Trustees") are Miriam Seltzer and David S. Seltzer, who are Bernard
Seltzer's wife and son, respectively. The business address of the Trustees is at
c/o Hi-Tech Pharmacal Co., Inc., 369 Bayview Avenue, Amityville, New York 11701.
Bernard Seltzer's present principal occupation is Chairman of the
Board, Chief Executive Officer and President of the Company. Miriam Seltzer's
present principal occupation is being a housewife. David S. Seltzer's present
principal occupation is Director, Executive Vice President - Administration,
Treasurer, Secretary and Chief Operating Officer of the Company. During the last
five years, neither Bernard Seltzer, Miriam Seltzer, David Seltzer nor the Trust
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction subjecting them to a judgment,
decree or final order enjoining future violations of, or prohibiting or
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CUSIP NO. 42840B101 Page 5 of 10 Pages
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
On December 31, 1996 Bernard Seltzer acquired 399,943 shares of the
Common Stock from the Trust as payment of an annuity due to Mr. Seltzer under
the Trust. No cash consideration was paid for any of such shares of Common
Stock.
ITEM 4. Purpose of Transaction.
The purpose of the transaction is the payment of an annuity due to
Bernard Seltzer as grantor under the Trust.
ITEM 5. Interest in Securities of the Issuer.
(a) Bernard Seltzer is the beneficial and sole owner of 883,368 shares
of Common Stock of the Company. Based on the Issuer's representation that it had
4,475,707 shares of Common Stock issued and outstanding as of December 31, 1996
(excluding shares of outstanding warrants and stock options), Bernard Seltzer
has in the aggregate a beneficial ownership of 19.7% of the Issuer's outstanding
shares of Common Stock.
As of the date hereof, the Trust owns of record no shares of Common
Stock of the Issuer's outstanding shares of Common Stock.
(b) Bernard Seltzer has the sole right to vote or dispose of 883,368
shares of Common Stock. The Trust does not own any shares of Common Stock.
Miriam Seltzer is the beneficial and sole owner of 60,000 shares of Common
Stock. David S. Seltzer is the beneficial and sole owner of 540,482 shares of
the Company, which amount includes options to purchase 84,375 shares of Common
Stock of the Company exercisable within sixty days of the date hereof and 57,256
shares of Common Stock owned by his wife and children.
(c) Except as disclosed above with respect to the 399,943 contributed
shares, the Trust has not engaged in any transactions in the Company's Common
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CUSIP NO. 42840B101 Page 6 of 10 Pages
Stock in the past sixty days. During the past sixty days, Bernard Seltzer has
made the following purchases of the Common Stock in the open market:
DATE # OF SHARES PRICE
________________________ __________________________ ________________________
9/10/96 100 $ 6.00
9/17/96 100 5.75
9/18/96 100 5.75
9/25/96 100 5.625
9/27/96 100 5.50
11/26/96 9,000 4.125
(d) The beneficiaries of the Trust are The David S. Seltzer Trust, of
which David S. Seltzer is the sole beneficiary; The Reuben Seltzer Trust, of
which Reuben Seltzer is the sole beneficiary; and The Rebecca L. Seltzer Trust,
of which Rebecca L. Seltzer is the sole beneficiary. The Trust Agreement for the
Trust, incorporated herein by reference as an exhibit, provides that two years
after the date of the Trust Agreement the remainder of the Trust's assets are to
be equally distributed to such named trusts, so long as the above-named
beneficiaries of such trusts shall then be living. Insofar the remainder of the
Trust's assets on the date of such distribution will consist of all or a portion
of the subject shares or the proceeds of same, the above-named beneficiaries may
under such circumstances receive the subject shares and/or the proceeds of same.
Since the Trust had insufficient funds to pay the annuity due Bernard Seltzer,
all remaining shares of the Trust were transferred to Bernard Seltzer in payment
of such annuity.
(e) Not applicable.
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 Company between the persons identified in Item
2, or otherwise. Notwithstanding the foregoing, insofar as Miriam Seltzer, is a
Trustee of the Trust, as well as Bernard Seltzer's wife, the Trust and Bernard
Seltzer may be deemed to constitute a group for the purposes of this filing.
Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended,
Mr. Seltzer and the Trust each disclaim beneficial ownership of the shares of
Common Stock held by the other.
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CUSIP NO. 42840B101 Page 7 of 10 Pages
ITEM 7. Material to Be Filed as Exhibits.
The following are filed as exhibits to this Statement on Schedule 13D:
(a) The Bernard Seltzer Retained Annuity Trust, dated November 1, 1994,
incorporated herein by reference from Schedule 13D dated November 11, 1994.
(b) Exhibit 7.1. Agreement of Joint Filing.
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CUSIP NO. 42840B101 Page 8 of 10 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.
Dated: December 31, 1996
/s/ Bernard Seltzer
------------------------------
Bernard Seltzer
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CUSIP NO. 42840B101 Page 9 of 10 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.
Dated: December 31, 1996
The Bernard Seltzer Retained
Annuity Trust
By: /s/ David S. Seltzer
-------------------------
David S. Seltzer, Trustee
By: /s/ Miriam Seltzer
-------------------------
Miriam Seltzer, Trustee
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CUSIP NO. 42840B101 Page 10 of 10 Pages
EXHIBIT 7.1
AGREEMENT OF JOINT FILING
Bernard Seltzer and The Bernard Seltzer Retained Annuity Trust hereby
agree that Amendment No. 2 to the Statement on Schedule 13D to which this
Agreement is attached as an exhibit, as well as all future amendments to such
Statement, shall be filed jointly on behalf of each of them. This agreement is
intended to satisfy the requirements of Rule 13d-1(f)(1)(iii) under the
Securities Exchange Act of 1934, as amended.
Dated: December 31, 1996
/s/ Bernard Seltzer
----------------------------------------
Bernard Seltzer
The Bernard Seltzer Retained Annuity
Trust
By: /s/ Miriam Seltzer
-----------------------------------
Miriam Seltzer, Trustee
By: /s/ David Seltzer
-----------------------------------
David Seltzer, Trustee
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