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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
H.E.R.C. Products Incorporated
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(Name of Issuer)
Common Stock, $.01 par value
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(Title Class of Securities)
404156-10-2
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(CUSIP Number)
David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue, New York, New York 10016-2097
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 23, 1996
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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 |_|.
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-1(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 1 of 6 pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 404156-10-2 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Thalheim
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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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
SHARES 58,824
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 117,648
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
58,824
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10 SHARED DISPOSITIVE POWER
117,648
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
176,472 shares (See Item 5(a)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
The reporting person disclaims beneficial ownership of 94,654 shares
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
- ------------------------------------------------------------------------------
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.
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this statement relates
is the common stock, $.01 par value (the "Common Stock"), of H.E.R.C. Products
Incorporated (the "Issuer"), a Delaware corporation, whose principal executive
offices are located at 3622 North 34th Avenue, Phoenix, Arizona 85017.
The percentage of beneficial ownership reflected in this
statement is based upon 6,253,277 shares of Common Stock outstanding on August
23, 1996, which number has been provided to the Reporting Person by the Issuer.
Item 2. Identity and Background.
No change to this Item.
Item 3. Source and Amount of Funds or other Consideration.
The transactions covered by this Amendment No. 1 ("Amendment")
to the Schedule 13D of Thalheim were sales of Common Stock. Therefore, Item 3 is
not currently applicable.
Item 4. Purpose of Transactions.
The following replaced prior Item 4:
The transactions covered by this Amendment were sales in order
to realize a profit on a portion of Thalheim's investment represented by the
Common Stock.
Thalheim may acquire or dispose of additional shares of the
Issuer, but does not presently intend to do so, although this intention may
change depending upon market conditions. Thalheim has no present plans which
relate to or would result in: an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the issuer or any of its
subsidiaries; a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries; 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; any
material change in the present capitalization or dividend policy of the Issuer;
any other material change in the Issuer's business or corporate structure;
changes in the Issuer's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; 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 system of a registered national securities association;
causing a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities and
Exchange Act of 1934; or any action similar to the above.
3 of 6
<PAGE>
Item 5. Interest in Securities of the Issuer.
The following replaces prior Item 5:
(a) Thalheim directly owns 58,824 Common Stock Purchase
Warrants ("Warrants"). Each Warrant entitles the holder thereof to purchase one
share of Common Stock at an exercise price of $2.00 per share at any time
through and including April 3, 1999.
Dalewood Associates, L.P. directly owns 117,648 Warrants. Dalewood
Associates, L.P. is a limited partnership of which the corporate general partner
is Dalewood Associates, Inc. Thalheim is the owner of 50% of the common stock of
Dalewood Associates, Inc. and is an officer and director of Dalewood Associates,
Inc.; therefore Thalheim shares voting and dispositive powers with the other
officers and directors over the Common Stock beneficially owned by Dalewood
Associates, L.P. Each of Dalewood Associates, Inc. and Thalheim is a limited
partner of Dalewood Associates, L.P. Thalheim disclaims beneficial ownership of
94,654 Warrants owned by Dalewood Associates, L.P. representing shares of Common
Stock and Warrants owned by the other officers and directors of Dalewood
Associates, Inc. and the limited partners of Dalewood Associates, L.P., other
than Thalheim.
(b) Thalheim has sole voting and dispositive powers over the
58,824 shares of Common Stock beneficially owned by Thalheim and shared voting
and dispositive powers over the 117,648 shares of Common Stock beneficially
owned by Dalewood Associates, L.P., as described in Item 5(a). Thalheim
disclaims beneficial ownership of 94,654 shares of Common Stock.
(c) The following listed sales of Common Stock were made by
Thalheim and Dalewood Associates, L.P. on The Nasdaq SmallCap Market. Each
transaction was an open market sale at the then current market price:
Thalheim:
Number of Shares of
Date Common Stock Sold Price Per Share
June 18, 1996 20,000 $1.35
July 23, 1996 10,000 $1.50
August 20, 1996 10,000 $1.50
August 23, 1996 18,824 $1.50
4 of 6
<PAGE>
Dalewood Associates, L.P.
Number of Shares of
Date Common Stock Sold Price Per Share
June 18, 1996 50,000 $1.35
July 1, 1996 10,000 $1.55
July 23, 1996 30,000 $1.50
August 20, 1996 10,000 $1.50
August 23, 1996 17,648 $1.50
Item 6. Contracts, Agreements, Understandings or
Relationships with Respect to Securities of Issuer.
No change to this Item.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1: Form of Subscription Agreement, dated
April 3, 1996, between the Issuer and
investors. (Incorporated by reference from
Exhibit (10)(11) to Issuer's Annual Report
on Form 10-KSB for the fiscal year ended
December 31, 1996 - File No. 1-13012.)
Exhibit 2: Form of Warrant to purchase shares of
Common Stock of the Issuer issued to
investors. (Incorporated by reference from
Exhibit (10)(10) to Issuer's Annual Report
on Form 10-KSB for the fiscal year ended
December 31, 1996 - File No. 1-13012.)
Exhibit 3: Schedule of Differences of agreements with
Thalheim and Dalewood Associates, L.P. from
the forms. (Previously filed)
5 of 6
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, it is certified that the information set forth in this statement is
true, complete and correct.
Dated: September 9, 1996
/s/ David Thalheim
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David Thalheim
6 of 6
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