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OMB APPROVAL
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OMB NUMBER: 3235-0145
EXPIRES: DECEMBER 31, 1997
ESTIMATED AVERAGE BURDEN HOURS
PER RESPONSE: 14.90
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
CYCLO(3)PSS CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
232 537 209
(CUSIP Number)
JACK A. BENAROYA, 1001 FOURTH AVENUE PLAZA, SUITE 4700
SEATTLE, WASHINGTON 98154 (206) 343-4750
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
JULY 14, 1993
(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 /X/. (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).
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CUSIP NO. 232 537 209 Page 2 of 6
SCHEDULE 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JACK A. BENAROYA
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 729,018
SHARES
BENEFICIALLY ----------------------------------------------------------------
OWNED 8 SHARED VOTING POWER
BY EACH -0-
REPORTING ----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 729,018
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
729,018
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
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CUSIP NO. 232 537 209 Page 3 of 6
Item 1. Security and Issuer.
This Schedule relates to the common stock, $.001 par value (the "Common
Stock"), of Cyclo(3)pss Corporation (the "Company"), which has its principal
executive offices at 3646 West 2100 South, Salt Lake City, Utah 84120.
Item 2. Identity and Background.
(a) This Schedule 13D is filed by Jack A. Benaroya.
(b) Mr. Benaroya's business address is 1001 Fourth Avenue Plaza,
Suite 4700, Seattle, Washington 98154.
(c) Mr. Benaroya's principal occupation or employment is acting as
a private investor and as President of The Benaroya Company, 1001 Fourth Avenue
Plaza, Suite 4700, Seattle, Washington 98154.
(d)-(e) During the last five years, Mr. Benaroya has not been convicted
in a criminal proceeding (excluding traffic violations and similar misdemeanors)
and has not been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in or caused him to be 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.
(f) Mr. Benaroya is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of Common Stock and warrants reported herein were acquired
in the following transactions:(1)
Mr. Benaroya acquired 478,800 shares of Common Stock between June 1 and
July 14, 1993 in private placement transactions from the Company for $837,900 in
cash.
Mr. Benaroya acquired 31,200 shares of Common Stock between June 8,
1994 and January 13, 1995 in open market transactions for an aggregate purchase
price of $189,680 in cash.
- -------------------------
(1)Mr. Benaroya mistakenly believed that all necessary SEC filings in
connection with these transactions had been made on his behalf; however, it has
recently come to his attention that due to oversight, a Schedule 13D was not
filed.
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CUSIP NO. 232 537 209 Page 4 of 6
Mr. Benaroya acquired 125,000 units, each comprised of one share of
Common Stock and one warrant, between July 24, 1995 and September 6, 1995 in
private placement transactions from the Company for $437,000 in cash. Each
warrant is exercisable for one share of Common Stock at an exercise price of
$4.00. Warrants to purchase 90,000 shares expired unexercised on July 26, 1996.
Mr. Benaroya acquired a promissory note from the Company in the
principal amount of $100,000, together with warrants to purchase 28,571 shares
at an exercise price of $4.00 per share, in a private placement from the Company
on January 17, 1996. The outstanding balance of principal and interest on the
note is convertible into shares of Common Stock at a rate of $3.50 per share.
Item 4. Purpose of Transaction.
Mr. Benaroya acquired the shares of Common Stock and warrants reported
herein for investment purposes, and with the intention that, as with all
investments in his portfolio, he would from time to time conduct a review of the
performance and condition of particular investments, of the performance and
balance of his entire portfolio, of potential investment or liquidity
opportunities and his needs for liquidity, and of conditions in the securities
markets and general economic conditions. Mr. Benaroya will continue to consider
various alternative courses of action and will in the future either maintain his
current equity position in the Company or take such other actions with respect
to the Company (which may likely include periodic liquidations or distributions
of the Common Stock and warrants reported herein) as he deems appropriate in
light of the circumstances existing from time to time.
Mr. Benaroya has no current plans or proposals that relate to or would
result in any of the transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Benaroya beneficially owns an aggregate of 729,018 shares of
the Common Stock representing approximately 6.9% of the Common Stock
outstanding. The 729,018 figure includes 635,000 shares owned currently, 63,571
shares which may be purchased by Mr. Benaroya pursuant to currently exercisable
warrants and 30,447 shares (as of August 1, 1996) which may be acquired by him
upon conversion of the $100,000 promissory note described herein and interest
thereunder. All of the warrants are currently exercisable and the promissory
note and accrued interest is currently convertible. The percentages in this
Schedule 13D are based on the 10,524,338 shares of Common Stock
<PAGE> 5
CUSIP NO. 232 537 209 Page 5 of 6
outstanding as of July 14, 1996, as reported in the Company's Form 10-QSB for
the quarter ending May 31, 1996.
(b) Mr. Benaroya has the sole power to vote or to direct the vote
and to dispose or direct the disposition of the shares of Common Stock
referenced in Item 5(a).
(c) None.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as set forth in this Schedule 13D, Mr. Benaroya does not have
any contracts or arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the Company,
including but not limited to any contracts, arrangements, understandings or
relationships concerning the transfer or voting of any such securities, finders
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profit or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
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CUSIP NO. 232 537 209 Page 6 of 6
SIGNATURES
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: August 2, 1996
/s/ Jack A. Benaroya
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Jack A. Benaroya
