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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. 2)*
ELECTROPHARMACOLOGY, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
286128
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(CUSIP Number)
Jonathan L. Awner, Esq.
Akerman, Senterfitt & Eidson, P.A.
One S.E. 3rd Avenue, 28th Floor, Miami, Florida 33131; (305) 374-5600
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 5, 1997
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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
statement because of Rule 13d-1(b)(3) or (4), check the following box: |_|
*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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SCHEDULE 13D
CUSIP NO. 286128
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NORTON HERRICK
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
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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
United States
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7 SOLE VOTING POWER
NUMBER OF 1,901,900
SHARES --------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 952,663
REPORTING --------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,901,900
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,901,900
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.4%
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14 TYPE OF REPORTING PERSON*
IN
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The reporting person listed on the cover page to this Schedule 13D hereby
makes the following statement pursuant to Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rules and
regulations promulgated thereunder. This statement is an amendment of the
Schedule 13D dated November 13, 1995, as amended and restated by Amendment No. 1
to Schedule 13D dated October 15, 1996 (the "Original Schedule 13D"). For
further information regarding any of the items amended herein, reference is made
to the Original Schedule 13D. Capitalized terms used herein and not defined have
the meanings ascribed to them in the Original Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Original Schedule 13D is hereby amended by adding the
following additional paragraph:
On May 1, 1997, Mr. Herrick converted 179,000 shares of Preferred Stock
into 179,000 shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Original Schedule 13D is hereby amended in its entirety as
follows:
(a) and (b) As of June 5, 1997, Mr. Herrick may be deemed to beneficially
own, on an individual basis before attribution of shares beneficially owned as
part of a "group" as described below, 1,901,900 shares of Common Stock (which
includes 242,950 shares of Common Stock issuable upon conversion of the
Preferred Stock and 1,300,000 shares of Common Stock issuable upon exercise of
the Warrants), representing approximately 37.4% of the outstanding shares of
Common Stock, calculated in accordance with Rule 13d-3 under the Exchange Act
(based on 3,540,179 shares of Common Stock issued and outstanding as of March
27, 1997, as reported on the Issuer's annual report on Form 10-KSB for the
fiscal year ended December 31, 1996, plus the 1,542,950 shares of Common Stock
issuable upon conversion of the Preferred Stock and upon exercise of the
Warrants that Mr. Herrick may be deemed to beneficially own and which are deemed
outstanding for purposes of this computation). Mr. Herrick has the sole power to
vote and the sole power to dispose of the 1,901,900 shares of Common Stock which
he may be deemed to beneficially own.
To the extent that Mr. Herrick may be deemed to be a member of a "group"
with Mr. Saloff pursuant to Rule 13d-5 under the Exchange Act, Mr. Herrick may
be deemed to beneficially own the 952,663 shares of Common Stock currently
beneficially owned by Mr. Saloff, for which Mr. Herrick shares voting power
pursuant to a Stockholders Agreement more fully described in Item 6 of the
Original Schedule 13D. Mr. Saloff's 952,663 shares of Common Stock together with
the 1,901,900 shares of Common Stock beneficially owned by Mr. Herrick described
above represent
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approximately 56.2% of the outstanding shares of Common Stock, calculated in
accordance with Rule 13d-3 under the Exchange Act (based on 3,540,179 shares of
Common Stock issued and outstanding as of March 27, 1997, as reported on the
Issuer's annual report on Form 10-KSB for the fiscal year ended December 31,
1996, plus the 1,542,950 shares of Common Stock issuable to Mr. Herrick upon
conversion of the Preferred Stock and upon exercise of the Warrants that Mr.
Herrick may be deemed to beneficially own and which are deemed outstanding for
purposes of this computation). Mr. Herrick shares voting power of 952,663 shares
of Common Stock beneficially owned by Mr. Saloff, but has no other rights with
respect to such shares and disclaims beneficial ownership of such shares and the
existence of a "group."
(c) The only transactions in any securities of the Issuer that were
affected during the past sixty days by Mr. Herrick are the following
transactions:
(1) On May 1, 1997, Mr. Herrick acquired 179,000 shares of Common
Stock from the Issuer upon the conversion of 179,000 shares of
Preferred Stock held by him.
(2) On May 1, 1997, Mr. Herrick sold 5,000 shares of Common Stock at
$3.00 per share on the open market.
(3) On May 2, 1997, Mr. Herrick sold 5,000 shares of Common Stock at
$2 7/8 per share on the open market.
(4) On May 5, 1997, Mr. Herrick sold 2,500 shares of Common Stock at
$2 7/8 per share on the open market.
(5) On May 8, 1997, Mr. Herrick sold 53,500 shares of Common Stock at
$2 47/64 per share on the open market.
(6) On May 14, 1997, Mr. Herrick sold 3,000 shares of Common Stock at
$3.00 per share on the open market.
(7) On May 16, 1997, Mr. Herrick sold 3,000 shares of Common Stock at
$3.00 per share on the open market.
(8) On May 22, 1997, Mr. Herrick sold 2,000 shares of Common Stock at
$2 9/16 per share on the open market.
(9) On May 23, 1997, Mr. Herrick sold 2,000 shares of Common Stock at
$2 9/16 per share on the open market.
(10) On May 27, 1997, Mr. Herrick sold 2,000 shares of Common Stock at
$2 9/16 per share on the open market.
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(11) On May 29, 1997, Mr. Herrick sold 2,000 shares of Common Stock at
$2 9/16 per share on the open market.
(12) On June 2, 1997, Mr. Herrick sold 2,000 shares of Common Stock at
$2 5/8 per share on the open market.
(13) On June 3, 1997, Mr. Herrick sold 2,000 shares of Common Stock at
$2 5/8 per share on the open market.
(14) On June 4, 1997, Mr. Herrick sold 2,000 shares of Common Stock at
$2 5/8 per share on the open market.
(15) On June 5, 1997, Mr. Herrick sold 6,000 shares of Common Stock at
$2 5/8 per share on the open market.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Original Schedule 13D is hereby amended by adding the
following additional paragraph:
As of April 7, 1997, Mr. Herrick released the 130,000 shares of Common
Stock owned by RIH and pledged by RIH to Mr. Herrick in connection with the
promissory note described in Item 6 of the Original Schedule 13D.
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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.
DATED: June 9, 1997 /S/ NORTON HERRICK
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NORTON HERRICK
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