SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)
AQUAGENIX, INC.
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(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of class of securities)
03838R102
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(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
June 16, 1998
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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(b)(3) or (4), check the following box
/ /.
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.
(Continued on following pages)
(Page 1 of 4 Pages)
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(1) 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 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>
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CUSIP No. 03838R102 13D Page 2 of 4 Pages
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The following constitutes Amendment No. 1 to the Schedule 13D filed by
the undersigned on June 25, 1998 (the "Schedule 13D").
Item 3 is hereby amended in its entirety to read as follows:
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of 300,000 of the Shares of
Common Stock owned by Steel Partners II and purchased in the open market is
$376,584. All of such 300,000 Shares were acquired with partnership funds. The
balance of the Shares owned by Steel Partners II were acquired as a capital
contribution to Steel Partners II effective June 16, 1998.
Item 5(a) is hereby amended in its entirety to read as follows:
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares of Common Stock
reported owned by each person named herein is based upon 5,312,575 Shares
outstanding, which is the total number of Shares of Common Stock outstanding as
reported in the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1998.
As of the close of business on June 24, 1998, Steel Partners
II beneficially owns 790,650 Shares of Common Stock, constituting approximately
14.9% of the Shares outstanding. Mr. Lichtenstein beneficially owns 790,650
Shares, representing approximately 14.9% of the Shares outstanding. Mr.
Lichtenstein has sole voting and dispositive power with respect to the 790,650
Shares owned by Steel Partners II by virtue of his authority to vote and dispose
of such Shares. 300,000 of such Shares were acquired in open-market
transactions. The balance of the Shares owned by Steel Partners II were acquired
as a capital contribution to Steel Partners II effective June 16, 1998.
Item 5(c) is hereby amended in its entirety to read as follows:
(c) Schedule A annexed hereto lists all transactions in the
Issuer's Common Stock in the last sixty days by the Reporting Persons.
<PAGE>
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CUSIP No. 03838R102 13D Page 3 of 4 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 28, 1998 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By:/s/ Warren G. Lichtenstein
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Warren G. Lichtenstein
Chief Executive Officer
/s/ Warren G. Lichtenstein
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WARREN G. LICHTENSTEIN
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SCHEDULE A
Transactions in the Shares Within the Past 60 Days
Shares of Common Price Per Date of
Stock Purchased Share Purchase
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STEEL PARTNERS II, L.P.
25,500 1.40500 5/14/98
1,000 1.12875 6/5/98
288,000 1.25000 6/16/98
490,650 * *
WARREN LICHTENSTEIN
None.
Shares of Common Price Per Date of
Stock Sold Share Sale
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STEEL PARTNERS II, L.P.
11,500 1.60984 5/15/98
3,000 1.53245 5/20/98
WARREN LICHTENSTEIN
None.
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*Acquired pursuant to a capital contribution effective June 16, 1998.
