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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. )*
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IVC Industries, Inc.
- -------------------------------------------------------------------------------
(Name of lssuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
45070M 10 1
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(CUSIP Number)
E. Joseph Edell, Chairman and Chief Executive Officer
500 Halls Mill Road
Freehold, New Jersey 07728
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 30, 1996
- -------------------------------------------------------------------------------
(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-l(b)(3) or (4), 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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(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>
SCHEDULE 13D
CUSIP NO. 45070M 10 1 Page 2 of 10 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Andrew M. Pinkowski
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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*
00 (See Item 3)
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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 of America
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(7) SOLE VOTING POWER
1,817,020 (See Item 5)
NUMBER OF
SHARES ----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 0 (SEE ITEM 5)
REPORTING ----------------------------------------------------------------
PERSON (9) SOLE DISPOSITIVE POWER
WITH 1,817,020 (See Item 5)
----------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0 (See Item 5)
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,817,020 (See Item 5)
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.64%
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14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*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.
2 of 7
<PAGE>
SCHEDULE 13D
CUSIP NO. 45070M 10 1 Page 3 of 10 Pages
- -------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Rita S. Pinkowski
- -------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3) SEC USE ONLY
- -------------------------------------------------------------------------------
4) SOURCE OF FUNDS*
00 (See Item 3)
- -------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
1,013,118 (See Item 5)
NUMBER OF
SHARES ----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0 (See Item 5)
EACH
REPORTING ----------------------------------------------------------------
PERSON (9) SOLE DISPOSITIVE POWER
WITH 1,013,118 (See Item 5)
----------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0 (See Item 5)
- -------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,013,118 (See Item 5)
- -------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- -------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.93%
- -------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
*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.
3 of 7
<PAGE>
Item 1. Security and Issuer.
-------------------
This Schedule 13D relates to the Common Stock, $.01 par value per
share, CUSIP Number 45070M 10 1 (the "Common Stock"), of IVC Industries, Inc., a
------------
Delaware corporation ("Issuer"), having its principal executive offices of
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500 Halls Mill Road, Freehold, New Jersey 07728.
Item 2. Identity and Background.
-----------------------
This Schedule 13D is filed on behalf of Andrew M. Pinkowski and
Rita S. Pinkowski (collectively, the "Filing Persons"). The business addresses,
--------------
present principal occupations and the principal addresses of their respective
employers are as follows:
Name Business Address Principal Occupation
---- ---------------- --------------------
Andrew M. Pinkowski c/o IVC Industries, Director and
Inc. Vice Chairman
3580 N.E. Broadway of Issuer
Portland, Oregon 97232
Rita S. Pinkowski c/o IVC Industries, Administrative
Inc. Assistant
3580 N.E. Broadway
Portland, Oregon 97232
Under the definition of "beneficial owner" ("Beneficial Owner
----------------
Definition") provided in Rule 13d-3 promulgated under the Securities Exchange
- ----------
Act of 1934, as amended (the "Exchange Act"), each Filing Person, by virtue of
------------
their spousal relationship to the other, may be deemed to beneficially own the
shares of Common Stock owned by the other.
Notwithstanding the immediately foregoing paragraph, each Filing
Person hereby expressly declares that the filing on behalf of such Filing Person
of this Schedule 13D shall not be construed as an admission that such Filing
Person is, for the purposes of Section 13(d) and 13(g) of the Exchange Act, the
beneficial owner of the securities of the other Filing Person covered by this
Schedule 13D.
During the last five years, to the knowledge of the Filing Persons,
neither of such Filing Persons has been convicted
Page 4 of 10 Pages
<PAGE>
in a criminal proceeding (excluding traffic violations and similar misdemeanors)
or was 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
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.
The Filing Persons are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The Filing Persons, shareholders in Hall Laboratories, Inc., an Oregon
corporation ("Hall"), received the shares of Common Stock covered by this
----
Schedule 13D as a result of the merger of Hall with and into the Issuer with the
Issuer as the surviving corporation, effective as of April 30, 1996 and pursuant
to an Agreement and Plan of Merger, dated November 13, 1995, amended and
restated as of February 13, 1996 (the "Merger Agreement"), between the Issuer,
----------------
Hall, each of the Filing Persons, Vicki Welsh Jones and The Amelia Welsh Jones
Trust under a Trust Agreement dated 6/4/93.
Item 4. Purpose of Transaction.
----------------------
The Filing Persons have acquired their shares of Common Stock pursuant
to the Merger Agreement.
Neither Filing Person presently has any plans or proposals which
relate to or would result in:
(a) The acquisition by any person of additional securities, or
disposition of securities, of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
Page 5 of 10 Pages
<PAGE>
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or any actions which may impede the acquisition of control
of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) Any similar action to any of those enumerated above.
Each Filing Person intends to continually review the Issuer's business
affairs and financial position, as well as conditions in the securities markets
and general economic and industry conditions. Based on such evaluation and
review, each Filing Person will continue to consider various alternative courses
of action and will in the future take such actions with respect to the Issuer as
they deem appropriate in light of the circumstances existing from time to time.
Such actions may include, but are not limited to, purchasing additional shares
of the Common Stock, either in the open market or in privately negotiated
transactions, or selling its shares of Common Stock, either in the open market
or in privately negotiated transactions. The foregoing actions may be taken by
each Filing Person alone or with other persons.
Page 6 of 10 Pages
<PAGE>
Item 5. Interest in Securities of The Issuer.
------------------------------------
(a) The percentages of outstanding Common Stock reported in this Item
5(a) are based on the assumption that there are 17,078,742 shares of Common
Stock outstanding, which number is inclusive of shares of Common Stock issued
pursuant to the Merger Agreement and shares outstanding as reported by the
Issuer in its Proxy Statement and Annual Report to Shareholders as filed with
the Securities and Exchange Commission and mailed to shareholders on March 5,
1996.
As of April 30, 1996, Andrew M. Pinkowski was the direct owner of
1,817,020 shares of Common Stock, which represents approximately 10.64% of the
outstanding Common Stock of the Issuer. Under the Beneficial Ownership
Definition, Andrew M. Pinkowski also is deemed beneficially to own the Common
Stock held by Rita S. Pinkowski. Accordingly, Andrew M. Pinkowski is deemed the
beneficial owner of the 1,817,020 shares of Common Stock he owns directly and
the 1,013,118 shares of Common Stock which Rita S. Pinkowski owns directly.
Accordingly, Andrew M. Pinkowski owns directly and beneficially 2,830,138
shares, or 16.57% of the outstanding Common Stock of the Issuer.
As of April 30, 1996, Rita S. Pinkowski was the direct owner of
1,013,118 shares of Common Stock, which represents approximately 5.93% of the
outstanding Common Stock of the Issuer. Under the Beneficial Ownership
Definition, Rita S. Pinkowski also is deemed beneficially to own the Common
Stock held by Andrew M. Pinkowski. Accordingly, Rita S. Pinkowski is deemed the
beneficial owner of the 1,013,118 shares of Common Stock she owns directly and
the 1,817,020 shares of Common Stock which Andrew M. Pinkowski owns directly.
Accordingly, Rita S. Pinkowski owns directly and beneficially 2,830,138 shares,
or 16.57% of the outstanding Common Stock of the Issuer.
(b) Andrew M. Pinkowski has sole power to vote or to direct the vote
and to dispose of or to direct the disposition with respect to the 1,817,020
shares of Common Stock owned by him.
Rita S. Pinkowski has sole power to vote or to direct the vote and to
dispose of or to direct the disposition with respect to the 1,013,118 shares of
Common Stock owned by her.
Page 7 of 10 Pages
<PAGE>
(c) As described in the response to Item 3 of this Schedule 13D,
Andrew M. Pinkowski and Rita S. Pinkowski received 1,817,020 and 1,013,118
shares, respectively, of Common Stock as consideration pursuant to the Merger
Agreement.
(d) No person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities of the Filing Persons covered by this Schedule 13D except for each
Filing Person with respect to the securities directly owned by him or her, as
the case may be.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
------------------
to Securities of the Issuer.
---------------------------------
The Filing Persons have executed a Joint Reporting Agreement dated
May 7, 1996, which is attached hereto as Exhibit 1 and incorporated herein by
---------
reference, pursuant to which they have agreed to file one joint statement on
behalf of each of them with respect to the subject matter of this Schedule 13D.
Item 7. Material to be Filed as Exhibits.
--------------------------------
The Filing Persons file as exhibits the following:
Exhibit 1. Joint Reporting Agreement between Andrew M. Pinkowski and
---------
Rita S. Pinkowski, dated May 7, 1996 (appears at page 10).
Page 8 of 10 Pages
<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.
Dated: May 7, 1996
/s/ Andrew M. Pinkowski
------------------------------
Andrew M. Pinkowski
/s/ Rita S. Pinkowski
------------------------------
Rita S. Pinkowski
Page 9 of 10 Pages
EXHIBIT 1
JOINT REPORTING AGREEMENT
-------------------------
In consideration of the mutual covenants herein contained, each of the
parties hereto represents to and agrees with the other party as follows:
1. Such party is eligible to file a statement or statements on
Schedule 13D pertaining to the Common Stock, $.01 par value per share, of IVC
Industries, Inc., a Delaware corporation, to which this agreement is an exhibit,
for filing of the information contained herein.
2. Such party is responsible for timely filing of such statement and
any amendments thereto and for the completeness and accuracy of the information
concerning such party contained therein, provided that such party is not
--------
responsible for the completeness or accuracy of the information concerning the
other party making the filing, unless such party knows or has reason to believe
that such information is inaccurate.
3. Such party agrees that such statement is filed by and on behalf
of each such party and that any amendment thereto will be filed on behalf of
each such party.
This agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original instrument, but all of such counterparts
together shall constitute but one agreement.
Dated: May 7, 1996
/s/ Andrew M. Pinkowski
------------------------------
Andrew M. Pinkowski
/s/ Rita S. Pinkowski
------------------------------
Rita S. Pinkowski
Page 10 of 10 Pages
