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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No._______)*
Styling Technology Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
8639051
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(CUSIP Number)
June 22, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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).
CUSIP No. 8639051
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (entities only)
Laifer Capital Management, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
243,800
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING
PERSON ----------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
243,800
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8 SHARED DISPOSITIVE POWER
64,600
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
308,400
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6%
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12 TYPE OF REPORTING PERSON (See Instructions)
CO, IA
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<PAGE>
CUSIP No. 8639057
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Lance Laifer
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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5 SOLE VOTING POWER
243,800
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING
PERSON ----------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
243,800
----------------------------------------------------
8 SHARED DISPOSITIVE POWER
64,600
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
308,400
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6%
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12 TYPE OF REPORTING PERSON (See Instructions)
IN
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<PAGE>
CUSIP No. 8639051
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Hilltop Partners, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
215,600
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING
PERSON ----------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
215,600
----------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,600
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
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12 TYPE OF REPORTING PERSON (See Instructions)
PN
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<PAGE>
Item 1. (a) Name of Issuer:
Styling Technology Corporation
(b) Address of Issuer's Principal Executive Offices:
7400 East Tierra Buena
Scottsdale, AZ 85260
Item 2. (a)(b)(c)Name of Person Filing; Address of Principal Business
Office or, if none Residence; Citizenship:
This Schedule 13G is being filed jointly by Hilltop Partners,
L.P., a Delaware limited partnership ("Hilltop"), Laifer Capital
Management, Inc., a Delaware corporation ("Laifer Capital") and
the general partner of Hilltop, and Lance Laifer, the president,
sole director and principal stockholder of Laifer Capital
(collectively, the "Reporting Persons"). The business address of
each of Hilltop, Laifer Capital and Lance Laifer is 450 Seventh
Avenue, Suite 1604, New York, New York 10123. Laifer is a United
States citizen. This Schedule 13G amends and supplements
Amendment No. 7 to a Statement on Schedule 13D filed by the
Reporting Persons with respect to the event date of May 22, 1998.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
8639051
Item 3. If this statement is being filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is an:
(a)[ ] Broker or Dealer registered under Section 15 of the Act
(b)[ ] Bank as defined in section 3(a)(6) of the Act
(c)[ ] Insurance Company as defined in section 3(a)(19) of the Act
(d)[ ] Investment Company registered under section 8 of the
Investment Company Act of 1940
(e)[ ] An Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
(f)[ ] An Employee Benefit Plan or Endowment Fund in accordance with
Rule 13d-1(b)(1)(ii)(F)
(g)[ ] A Parent Holding Company or Control Person in accordance with
Rule 13d-1(b)(ii)(G)
<PAGE>
(h)[ ] A Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act
(i)[ ] A Church Plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act of 1940
(j)[ ] Group, in accordance with 13d-1(b)(1)(ii)(J)
Item 4. Ownership:
(a) Amount Beneficially Owned: 308,400*
(b) Percent of Class: 7.6%
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote - 243,800*
(ii) shared power to vote or direct the vote - 0
(iii) sole power to dispose or direct the disposition of -
243,800*
(iv) shared power to dispose or direct the disposition of -
64,600*
*See Attachment A
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities check the following [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7. Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on by the Parent Holding Company:
N/A
<PAGE>
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
<PAGE>
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.
HILLTOP PARTNERS, L.P.
By: LAIFER CAPITAL MANAGEMENT, INC.,
as General Partner
By: /s/ Lance Laifer
---------------------------------
Lance Laifer
President
LAIFER CAPITAL MANAGEMENT, INC.
By: /s/ Lance Laifer
---------------------------------
Lance Laifer
President
/s/ Lance Laifer
---------------------------------
Lance Laifer
Dated: January 18, 2001
<PAGE>
ATTACHMENT A
Hilltop is the beneficial owner of 215,600 shares (5.3%) of Common
Stock.
Laifer Capital is the beneficial owner of 308,400 shares (7.6%) of
Common Stock. The 308,400 shares of Common Stock beneficially owned by Laifer
Capital includes:
(i) 215,600 shares of Common Stock beneficially owned by Laifer Capital
in its capacity as General Partner and investment advisor to Hilltop, which
shares have been described above; and
(ii) 64,600 shares of Common Stock beneficially owned by Laifer Capital
in its capacity as investment advisor to various other clients. These clients
include: (a) various Wolfson family entities ("Wolfson") and (b) Hilltop
Offshore Limited, a Cayman Islands company ("Offshore").
Lance Laifer, as president, sole director and principal stockholder of
Laifer Capital is deemed to have the same beneficial ownership as Laifer
Capital.
Hilltop has the sole power (i) to vote or to direct the voting of and
(ii) to dispose and to direct the disposition of the 215,600 shares of Common
Stock beneficially owned by it. Hilltop's power to vote and dispose of its
shares rests with Laifer Capital, in its capacity as the General Partner of
Hilltop.
Laifer Capital has the sole power (i) to vote and to direct the voting
of and (ii) to dispose and direct the disposition of the 215,600 shares of
Common Stock beneficially owned by it in its capacity as the General Partner of
Hilltop. Laifer Capital (i) has sole power to vote and to direct the voting of
and sole power to dispose and direct the disposition of 28,200 shares of Common
Stock owned by Offshore and (ii) shares with Wolfson the power to dispose and
direct the disposition of 64,600 shares of Common Stock owned by Laifer Capital
in its capacity as investment advisor to Wolfson. Wolfson retains the sole power
to vote and to direct the voting of the shares of Common Stock owned by it.
<PAGE>
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other persons signatory below of a statement on Schedule 13G or any amendments
thereto, with respect to the Common Stock of Styling Technology Corporation, and
that this Agreement be included as an attachment to such filing.
This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on
the 18th day of January, 2001.
HILLTOP PARTNERS, L.P.
By: LAIFER CAPITAL MANAGEMENT, INC.,
as General Partner
By: /s/ Lance Laifer
---------------------------------
Lance Laifer
President
LAIFER CAPITAL MANAGEMENT, INC.
By: /s/ Lance Laifer
---------------------------------
Lance Laifer
President
/s/ Lance Laifer
---------------------------------
Lance Laifer
<PAGE>
[Letterhead of Swidler Berlin Shereff Friedman, LLP]
(212) 891-9224
January 18, 2001
VIA EDGAR
---------
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549-1004
Re: Styling Technology Corporation (the "Company")
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Commissioners:
On behalf of our clients, Laifer Capital Management, Inc., Hilltop
Partners, L.P. and Lance Laifer, we hereby transmit electronically for filing,
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and the rules promulgated thereunder, a statement on Schedule 13G
relating to the Company (the "Statement").
Pursuant to Rule 13d-2, a copy of the Statement has been sent by
certified mail to the Company at its principal executive office.
If you have any questions concerning the Statement, kindly telephone
the undersigned at (212) 891-9224.
Very truly yours,
/s/ James Rieger
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James Rieger
JR:db
Encls.
cc: Styling Technology Corporation
Lance Laifer
Gerald Adler, Esq.
