<PAGE> 1
OMB APPROVAL
OMB NUMBER: 3235-0145
EXPIRES: DECEMBER 31, 1997
ESTIMATED AVERAGE BURDEN HOURS
PER RESPONSE: 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
CYCLO(3)PSS CORPORATION
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(Name of Issuer)
COMMON STOCK
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(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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
OCTOBER 13, 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> 2
SCHEDULE 13D
CUSIP No. 594 907 107 PAGE 2 OF 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JACK A. BENAROYAL.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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
USA
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7 SOLE VOTING POWER
504,605 shares
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 504,605 shares
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
504,605 shares
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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)
3.9%
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14 TYPE OF REPORTING PERSON*
IN
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*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> 3
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 Cyclo3pss 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 Amendment No. 1 to 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
transactions previously described in Item 3 of Mr. Benaroya's Schedule 13D
filing dated August 2, 1996, which is incorporated herein by this reference.
Additional shares of Common Stock were acquired on August 28, 1997, as described
in Item 5(c) below, which is incorporated herein by reference.
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
<PAGE> 4
CUSIP NO. 232 537 209 Page 4 of 6
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) As of the close of business on October 15, 1997, Mr. Benaroya
beneficially owns an aggregate of 504,605 shares of the Common Stock,
representing approximately 3.9% of the Common Stock outstanding. The 504,605
figure includes 476,034 shares owned currently, and 28,571 shares which may be
purchased by Mr. Benaroya pursuant to currently exercisable warrants. The
percentages in this Schedule 13D are based on the 12,798,340 shares of Common
Stock outstanding as of July 14, 1997, as reported in the Company's Form 10- QSB
for the quarter ending May 31, 1997 (which is the most recent quarterly report
available as of the date of this filing).
(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) On August 28, 1997, Mr. Benaroya converted $119,434 of principal and
interest owing to him under a promissory note from the Company into 119,434
shares of the Common Stock. At the same time, the exercise price of 28,571
warrants received by Mr. Benaroya in connection with the original loan
transaction was reduced from $4.00 to $2.00 per share. Mr. Benaroya also
effected sales on NASDAQ of the following amounts of Common Stock on the
following dates and at the following prices:
<TABLE>
<CAPTION>
========================================================================
DATE No. of Shares Price Per Share
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<S> <C> <C> <C> <C>
October 10, 1997 10,000 1.919
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October 10, 1997 25,000 2.125
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October 10, 1997 10,000 2.344
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October 10, 1997 10,000 2.500
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</TABLE>
<PAGE> 5
CUSIP NO. 232 537 209 Page 5 of 6
<TABLE>
<CAPTION>
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<S> <C> <C> <C>
October 10 1997 10,000 2.750
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October 10, 1997 5,000 2.625
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October 10, 1997 5,000 2.938
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October 10, 1997 10,000 3.125
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October 10, 1997 10,000 2.844
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October 10, 1997 2,000 2.594
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October 10, 1997 10,000 2.625
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October 10, 1997 5,000 2.625
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October 13, 1997 10,800 3.545
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October 13, 1997 14,200 3.000
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October 13, 1997 25,000 2.875
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October 13, 1997 10,000 3.063
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October 13, 1997 10,000 3.250
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October 13, 1997 10,000 3.375
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October 13, 1997 10,000 3.500
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October 13, 1997 10,000 3.188
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October 13, 1997 17,500 3.250
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October 13, 1997 2,500 3.256
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October 14, 1997 3,800 3.500
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October 14, 1997 6,200 3.375
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October 14, 1997 2,000 3.250
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October 14, 1997 20,000 2.720
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October 15, 1997 4,400 2.695
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October 15, 1997 10,000 2.281
========================================================================
</TABLE>
As a result of these sales, Mr. Benaroya's beneficial ownership has been reduced
below five percent of the outstanding shares of Common Stock. This change in
beneficial ownership terminates Mr. Benaroya's obligation to continue reporting
under Section 13(d).
<PAGE> 6
CUSIP NO. 232 537 209 Page 6 of 6
(d) Not applicable.
(e) Mr. Benaroya ceased to be the beneficial owner of more than five
percent of the outstanding shares of Common Stock on October 13, 1997.
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.
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: October 15, 1997.
/s/ JACK A. BENAROYA
-----------------------------
Jack A. Benaroya
