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UNITED STATES OMB Number:
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
171116106
- --------------------------------------------------------------------------------
(CUSIP Number)
Darby Simpson Macfarlane
5 East 80th Street
N.Y, N.Y. 10021
(212) 717-6544
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 23, 1997
- --------------------------------------------------------------------------------
(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 five percent or less 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).
(continued on following pages)
(Page 1 of 9 Pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 171116106 Page 2 of 9 Pages
--------- --- ---
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Darby Simpson Macfarlane ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 590,813 (See response to Item 5)
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 590,813 (See response to Item 5)
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
590,813 (See response to Item 5 and Item 6)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.5)*
CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
171116106
- --------------------------------------------------------------------------------
(CUSIP Number)
David Kenneth Macfarlane
5 East 80th Street
N.Y., N.Y. 10021
(212) 717-6544
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 23, 1997
- --------------------------------------------------------------------------------
(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 five percent or less 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).
Page 3 of 9 pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 171116106 Page 4 of 9 Pages
----------- --- ---
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Kenneth Macfarlane ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
South Africa
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0- (See response to Item 5)
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0- (See response to Item 5)
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
590,813 (See response to Item 5 and Item 6)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
- --------------------------------------------------------------------------------
This Amendment No. 5 amends the Schedule 13D dated September 19, 1993 filed by
Mrs. Darby Simpson Macfarlane and Mr. David Kenneth Macfarlane as amended by
Amendment No.1 thereto as dated December 28, 1993, as amended by Amendment No. 2
thereto as dated July 21, 1994, as amended by Amendment No. 3 thereto as dated
March 31, 1995 and as amended by Amendment No.4 as dated February 12, 1996.
- --------------------------------------------------------------------------------
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.001 per share (the
"Common Stock"), of Chromatics Color Sciences International, Inc., a New York
corporation (the "Company"). The Company's principal executive offices are
located at 5 East 80th Street, New York, New York 10021.
Item 2. Identity and Background.
(a) Pursuant to Rule 13d-1(f)(1) promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), this Schedule 13D is being filed
by Darby Simpson Macfarlane and David Kenneth Macfarlane. Mrs. and Mr.
Macfarlane are making this single, joint filing.
(b) The address of the principle place of business of the Reporting Persons
is 5 East 80th Street, New York, New York 10021.
(c) Mrs. Macfarlane's positions at the Company are Director, Chief
Executive Officer, Chairman of the Board and Assistant Treasurer. Mr.
Macfarlane's positions at the Company are Director and Vice President of
Research and Development.
Neither Mrs. Macfarlane nor Mr. Macfarlane has:
(d) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or
(e) been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
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.
Not Applicable.
Item 4. Purpose of Transaction.
Not Applicable.
Page 5 of 9 pages
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of Common Stock beneficially owned by
Mrs. and Mr. Macfarlane is 590,813 (6.4% of the total shares of Common Stock
outstanding). This amount does not include 1,380,000 shares of Class A Preferred
Stock owned by Mrs. Macfarlane, which may be convertible into shares of Common
Stock upon the occurrence of certain events.
(b) Mrs. Macfarlane has the sole power to vote or dispose of the ownership
of 590,813 shares of Common Stock.
Mrs. Macfarlane also owns and has the sole power to vote or dispose of the
ownership of 1,380,000 shares of redeemable convertible preferred stock.
(c) The following sales were effected on open market transactions:
On June 6, 1997, Mrs. Macfarlane sold 10,000 shares of Common Stock at a
price of $7.00 per share. On August 1, 1997, Mrs. Macfarlane sold 10,000 shares
of Common Stock at a price of $10.125 per share. On August 19, 1997, Mrs.
Macfarlane sold 5,000 shares of Common Stock at a price of $11.00 per share. On
August 20, 1997, Mrs. Macfarlane sold 2,500 shares of Common Stock at a price of
$10.75 per share. On August 20, 1997, Mrs. Macfarlane sold 2,500 shares of
Common Stock at a price of $11.00 per share. On August 20, 1997, Mrs. Macfarlane
sold 5,000 shares of Common Stock at a price of $11.375 per share. On August 20,
1997, Mrs. Macfarlane sold 2,500 shares of Common Stock at a price of $11.25 per
share. On August 20, 1997, Mrs. Macfarlane sold 2,500 shares of Common Stock at
a price of $11.125 per share. On August 21, 1997, Mrs. Macfarlane sold 4,000
shares of Common Stock at a price of $11.875 per share. On August 25, 1997, Mrs.
Macfarlane sold 6,000 shares of Common Stock at a price of $11.625 per share. On
August 27, 1997, Mrs. Macfarlane sold 10,000 shares of Common Stock at a price
of $11.50 per share. On September 9, 1997, Mrs. Macfarlane sold 10,000 shares of
Common Stock at a price of $12.75 per share. On October 23, 1997, Mrs.
Macfarlane sold 20,000 shares of Common Stock at a price of $17.75 per share. On
December 9, 1997, Mrs. Macfarlane sold 30,000 shares of Common Stock at $15.50
per share.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of The Issuer.
Pursuant to a Separation Agreement dated December 13, 1995, Mr. Macfarlane
has given Mrs. Macfarlane sole voting power and power of disposition over all
Common Stock or options to acquire Common Stock hereafter acquired by Mr.
Macfarlane. The Separation Agreement, the Proxy and the Voting Trust Agreement
are hereinafter referred to collectively as the "Agreements."
Under the Agreements, upon sale of any Common Stock or options to acquire
Common Stock of the Company by Mrs. Macfarlane or Mr. Macfarlane, Mrs.
Macfarlane can elect to allocate and/or distribute specified portions of the
proceeds from such sale in specified amounts to herself and to Mr. Macfarlane
and/or to trusts established for her daughter and her step-daughter. The
specific terms of such allocations and/or
Page 6 of 9 pages
<PAGE>
distributions, and the amounts to be so distributed and/or allocated, are as set
forth in Articles VII and X of the Separation Agreement, copies of which are
available for inspection at the Company's executive offices. The terms of the
Proxy and Voting Trust Agreement are hereby incorporated by reference as if set
forth in full herein.
Item 7. Materials Filed as Exhibits.
Exhibit 1: Joint Filing Agreement of Darby Simpson Macfarlane and David Kenneth
Macfarlane filed as an exhibit to Schedule 13D dated October 26, 1993, and
hereby incorporated by reference thereto.
Exhibit 2: Voting Proxy dated December 13, 1995 of David Kenneth Macfarlane to
Darby Simpson Macfarlane filed as an exhibit to Schedule 13D dated February 12,
1996, and hereby incorporated by reference thereto.
Exhibit 3: Voting Trust Agreement dated December 13, 1995 between David Kenneth
Macfarlane and Darby Simpson Macfarlane (as trustee) filed as an exhibit to
Schedule 13D dated February 12, 1996, and hereby incorporated by reference
thereto.
Page 7 of 9 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of her or his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 22, 1997
/s/ Darby S. Macfarlane
-----------------------
Darby S. Macfarlane
/s/ David Kenneth Macfarlane
----------------------------
David Kenneth Macfarlane
Page 8 of 9 pages
<PAGE>
EXHIBIT INDEX
Exhibit 1 -- Joint Filing Agreement of Darby Simpson Macfarlane and David
Kenneth Macfarlane filed as an exhibit to Schedule 13D dated
October 26, 1993, and hereby incorporated by reference thereto.
Exhibit 2 -- Voting Proxy dated December 13, 1995 of David Kenneth
Macfarlane to Darby Simpson Macfarlane filed as an exhibit to
Schedule 13D dated February 12, 1996, and hereby incorporated
by reference thereto.
Exhibit 3 -- Voting Trust Agreement dated December 13, 1995 between David
Kenneth Macfarlane and Darby Simpson Macfarlane (as trustee)
filed as an exhibit to Schedule 13D dated February 12, 1996,
and hereby incorporated by reference thereto.
Page 9 of 9 pages
