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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Magna-Lab, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
559235 10 6
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(CUSIP Number)
Daniel Mulvena, 6800 Jericho Turnpike, #120W, Syosset, NY 11797
Phone No. (516) 393-5874
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 1, 2000
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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(e), 13d-1(f) or 13d-1(g), 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: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) 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. 559235 10 6 13D PAGE 2 OF 7 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Allen Perres
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
CO/PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER OF
3,500,000
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
3,500,000
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,500,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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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 (See Instructions)
IN
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CUSIP No. 559235 10 6 PAGE 3 OF 7 PAGES
ITEM 1. Security and Issuer.
This statement relates to the Class A Common Stock, $0.001 par value per
share (the "Common Stock"), of Magna-Lab Inc., a New York corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 6800
Jericho Turnpike, #120W, Syosset, NY 11797.
ITEM 2. Identity and Background.
(A) Pursuant to the Rules of Regulation 13D-G of the General Rules and
Regulations under the Securities and Exchange Act of 1934, as amended (the
"Act"), this Schedule 13D statement is hereby filed on behalf of Allen Perres
("Perres"). Mr. Perres has not previously filed a Schedule 13D.
Mr. Perres has certain contractual relationships involving the Issuer with RKP
Capital Partners, LLC, a Delaware limited liability company ("RKP"), as set
forth in detail in Item 6 hereof. While Mr. Perres and RKP could be deemed to
constitute a "group" within the meaning of the Act, neither the fact of this
filing nor anything contained herein shall be deemed to be an admission by Mr.
Perres that a group exists or that Mr. Perres makes any representations with
respect to RKP.
(B) -(C)
Allen Perres
Mr. Perres is a principal and a 33.33% owner of RKP. His business address
is 980 North Michigan Avenue, Suite 1120, Chicago, IL 60611.
(D) Mr. Perres has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(E) Mr. Perres has not, during the last five years, 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 judgement, 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. Perres is a citizen of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration.
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CUSIP No. 559235 10 6 PAGE 4 OF 7 PAGES
Mr. Perres acquired the Common Stock of the Issuer pursuant to the exercise of
an option granted to him per an agreement with the Issuer entered into on or
about December 6, 1999 (See Item 6; See Exhibit A). Subsequent to that
agreement, on or about July 27, 2000, Perres was awarded a performance bonus of
$100,000 for services rendered to the Issuer (See Item 6; See Exhibit B). Mr.
Perres used $70,000 out of that $100,000 performance bonus to exercise his
option to purchase 3,500,000 shares of Common Stock of the Issuer at an exercise
price of $0.02 per share. Such shares of Common Stock have not been issued by
the Issuer to date.
ITEM 4. Purpose of Transaction.
Mr. Perres has pledged all of his interest in the Common Stock of the Issuer to
RKP (See Item 6; See Exhibit C), and it is anticipated that ownership of such
Common Stock will be transferred to RKP at some later date.
Pending such transfer, Mr. Perres has acquired the Common Stock of the Issuer
for the purposes of investment, and is presently considering, among other
options, selling the Common Stock on the public market, holding the Common Stock
as an investment, and/or negotiating a sale of his interest in the Issuer in a
private sale to a third party.
Mr Perres (and/or RKP) may also distribute some of the Common Stock of the
Issuer to various third parties. In the future, Mr. Perres may make additional
investments in the Issuer.
Pending any subsequent transfer to RKP, Mr. Perres is a significant stockholder
of the Issuer and Mr. Perres, by virtue of his position as a Vice President of
the Issuer and as a principal in RKP (in which one of the Issuer's directors is
also a principal), can be expected to exercise a degree of control over the
affairs of the Issuer.
ITEM 5. Interest in Securities of the Issuer.
(A) (B) The aggregate number and percentage of Common Stock beneficially owned
by Mr. Perres and the nature of such beneficial ownership are as follows:
Allen Perres. In the aggregate, Mr. Perres beneficially owns, whether directly
or indirectly, and retains voting and dispositive power over, 3,500,000 shares
of Common Stock, representing approximately 8.9% of the Class (assuming issuance
of Mr. Perres' stock but no additional issuances). Mr. Perres' ownership
interest consists of 3,500,000 shares owned of record and beneficially. Also,
see Item 6.
C) Effective as of October 16, 2000, Mr. Perres commenced serving
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CUSIP No. 559235 10 6 PAGE 5 OF 7 PAGES
as a Manager of Magna Holdings, LLC in connection with a currently pending
private placement of preferred interests in Magna Holdings, LLC, a Delaware
limited liability company (See Item 6). Magna Holdings, LLC was formed for the
sole purpose of acquiring certain stock of the Issuer at a price of $0.22 per
share. The stock of the Issuer being offered by Magna Holdings, LLC is the
9,090,909 shares of Issuer stock referenced in that certain Letter Agreement
dated July 27, 2000 among, Mr. Perres, the Issuer and Noga Investments in
Technologies, Inc. (See Exhibit B; See Item 6). As indicated in that July 27th
letter Agreement, Mr. Perres has a contingent obligation to purchase such Issuer
stock (subject to various terms and conditions) in the event that such Issuer
stock is not otherwise placed (See Exhibit B; See Item 6). Mr. Perres has also
engaged in the transactions set forth under Item 6 hereof.
(D) As indicated (See Item 6; See Exhibit C), Perres has pledged his interest in
the Issuer's Common Stock to RKP, and pursuant to that pledge RKP has the right
to any and all dividends related to such Common Stock. Perres affirms that,
except as set forth in this filing with respect to RKP, no other person other
than Perres (with respect only to the Shares owned by Perres) has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock owned by Perres.
As indicated, the shares of Common Stock owned by Perres have been pledged
to RKP and it is anticipated that RKP will eventually obtain ownership of the
Common Stock (See Item 6; See Exhibit C). Pending any such ownership transfer,
Perres retains full voting control of the Common Stock of the Issuer owned by
him.
(E) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
See Items 4 and 5.
In December, 1999, Mr. Perres entered into a letter agreement (as subsequently
amended) with the Issuer (See Exhibit A) in connection with Mr. Perres'
assistance in raising financing for the Issuer in connection with its than
pending $2,000,000 private placement. Under that agreement, as amended, the
Issuer agreed to elect Dr. Seymour Kessler (See Exhibits A and C) as a member of
its Board to fill a vacancy. The Issuer also agreed to nominate Mr. Perres as a
director in the event that Mr. Perres assisted the Issuer in rasing funds in
excess of $2,000,000 in that particular private placement. Upon completion of
the private placement, Mr. Perres declined the Issuer's invitation to serve as a
director. In addition, the Issuer agreed that any increase in the size of its
Board must be approved by Messrs. Perres and Kessler so long as they are
directors. Under
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CUSIP No. 559235 10 6 PAGE 6 OF 7 PAGES
the December, 1999 letter agreement (as subsequently amended), the Issuer also
agreed to create an Executive Committee consisting of Messrs. Kessler, Minkoff
and Mulvena. The Issuer also agreed to pay Mr. Perres for his services a base
salary of $90,000 per year for two years (of which, $164,000 has been paid) and
to provide him with options to purchase 3,500,000 shares of the Issuer's common
stock at $0.02 per share.
On July 27, 2000, Mr. Perres entered into a subsequent amendment of his
agreement with the Issuer (See Exhibit B) pursuant to which Mr. Perres agreed to
exercise his options to purchase 3,500,000 shares at an exercise price of $0.02
per share (an aggregate of $70,000). The July 27, 2000 letter agreement also
provided that Mr. Perres assumed a contingent obligation to purchase 9,090,909
shares of Common Stock of the Issuer at a price of $0.22 per share to the extent
that such shares of Common Stock were not first offered and accepted by other
purchasers. Such contingent obligation was conditioned upon various terms and
conditions.
In August, 2000, Mr. Perres was granted a discretionary bonus of $100,000 for
services rendered to the Issuer (See Exhibits A and B). Mr. Perres used $70,000
out of that $100,000 performance bonus to exercise his option to purchase
3,500,000 shares of Common Stock of the Issuer at an exercise price of $0.02 per
share.
Effective as of October 1, 2000, Mr. Perres pledged all of his interest in the
3,500,000 shares of Common Stock of the Issuer to RKP (See Exhibit C), and it is
anticipated that formal ownership of such Common Stock will be transferred to
RKP at some later date.
Effective as of October 16, 2000, Mr. Perres commenced serving as a Manager of
Magna Holdings, LLC in connection with a currently pending private placement of
preferred interests in Magna Holdings, LLC, a Delaware limited liability
company. Magna Holdings, LLC was formed for the sole purpose of acquiring
certain stock of the Issuer at a price of $0.22 per share. The stock of the
Issuer being offered by Magna Holdings, LLC is the 9,090,909 shares of Issuer
stock referenced in that certain Letter Agreement dated July 27, 2000 among, Mr.
Perres, the Issuer and Noga Investments in Technologies, Inc. (See Exhibit B).
As indicated in that July 27th letter Agreement, Mr. Perres has a contingent
obligation to purchase such Issuer stock (subject to various terms and
conditions) in the event that such Issuer stock is not otherwise placed (See
Exhibit B).
ITEM 7. Material Filed as Exhibits.
Exhibit A - Letter Agreement dated December 6, 1999 between Allen
Perres and Magna-Lab, Inc.
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CUSIP No. 559235 10 6 PAGE 7 OF 7 PAGES
Exhibit B - Letter Agreement dated July 27, 2000 among Allen Perres, Noga
Investments in Technologies, Inc., and Magna-Lab, Inc.
Exhibit C - Pledge Agreement dated as of October 1, 2000 by and between
Allen Perres and RKP Capital Partners, LLC.
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: November __, 2000
/s/
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Allen Perres,
individually
