UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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
October 14, 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
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CUSIP No. 42840B101 13D Page 2 of 10 pages
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1. Name of Reporting Person: Bernard Seltzer
S.S. or I.R.S. Identification No. of Above Individual:
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2. Check the Appropriate Box if a Member of a Group (a) |_|
(b) |X|
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3. SEC Use Only
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4. Source of Funds not applicable
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization: United States
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7. Sole Voting Power
NUMBER OF SHARES 523,925
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BENEFICIALLY 8. Shared Voting Power
-0-
OWNED BY EACH -------------------------------------------
9. Sole Dispositive Power
REPORTING PERSON 523,925
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WITH 10. Shared Dispositive Power
-0-
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
523,925
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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)
11.7%
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14. Type of Reporting Person: IN
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Schedule 13D
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CUSIP No. 42840B101 13D Page 3 of 10 pages
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1. Name of Reporting Person: The Bernard Seltzer Retained Annuity
Trust S.S. or I.R.S. Identification No. of Above Individual:
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2. Check the Appropriate Box if a Member of a Group (a) |_|
(b) |X|
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3. SEC Use Only
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4. Source of Funds not applicable
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization: New York
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7. Sole Voting Power
NUMBER OF SHARES 399,943
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BENEFICIALLY 8. Shared Voting Power
-0-
OWNED BY EACH -------------------------------------------
9. Sole Dispositive Power
REPORTING PERSON 399,943
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WITH 10. Shared Dispositive Power
-0-
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
399,943
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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)
8.9%
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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. 1)
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 Law Offices of Mark S. Charwat, 600 Old Country Road, Garden City, New York
11530. 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
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CUSIP NO. 42840B101 Page 5 of 10 Pages
subjecting them 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 any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
On October 14, 1996 Bernard Seltzer acquired 200,057 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
523,925 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 September 24, 1996 (excluding shares of outstanding warrants
and stock options), Bernard Seltzer has in the aggregate a beneficial ownership
of 11.7% of the Issuer's outstanding shares of Common Stock.
As of the date hereof, the Trust owns of record 399,943 shares
of Common Stock, or a beneficial ownership of 8.9%, of the Issuer's outstanding
shares of Common Stock.
(b) Bernard Seltzer has the sole right to vote or dispose of
523,925 shares of Common Stock. The Trust is the sole beneficial owner of
399,943 shares of Common Stock. Such 399,943 shares constitute approximately
8.9% of the shares of the Company's Common Stock outstanding as of September 24,
1996. Miriam Seltzer and David S. Seltzer, the Trustees of the Trust, together
share the right to vote or dispose of such 399,943 shares. 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 536,482 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 37,256 shares of Common
Stock owned by his wife and children.
(c) Except as disclosed above with respect to the 200,057
contributed shares, the Trust has not engaged in any transactions in the
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CUSIP NO. 42840B101 Page 6 of 10 Pages
Company's Common 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
- ----------------------- --------------------- ------------------------------
8/1/96 100 $ 6.125
8/2/96 100 6.375
8/5/96 100 6.375
8/6/96 100 6.375
8/9/96 100 6.375
8/14/96 100 5.984
8/15/96 100 5.984
8/16/96 100 5.984
8/19/96 100 5.875
8/20/96 100 5.875
8/21/96 100 5.875
8/23/96 100 5.50
8/26/96 100 5.875
8/29/96 100 6.00
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
(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
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CUSIP NO. 42840B101 Page 7 of 10 Pages
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.
(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.
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, dated the
date hereof, by and between Bernard Seltzer and The Bernard Seltzer Retained
Annuity Trust.
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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: October 14, 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: October 14, 1996
The Bernard Seltzer Retained
Annuity Trust
By:/s/ David S. Seltzer
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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. 1 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 October 14, 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
