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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
H.E.R.C. PRODUCTS INCORPORATED
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
404165 10 2
(CUSIP Number)
Murray Huberfeld
152 West 57th Street, New York, New York 10019
212-581-0500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 28, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-I(b)(3) or (4), check the following
box [ ]
Check the following box if a fee is being paid with the statement. [ ]
(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.
(Continued on following pages)
(Page 1 of Pages)
*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. 404165 10 2 13D Page ___ of ____ Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laura Huberfeld ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
N/A
8. SHARED VOTING POWER
152,576
9. SOLE DISPOSITIVE POWER
4,286
10. SHARED DISPOSITIVE POWER
156,862
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
156,862
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
Ms. Huberfeld disclaims beneficial ownership of 152,576
shares included in Rows 8, 10 and 11
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Schedule 13D
CUSIP No. 404165 10 2 13D Page ___ of ____ Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Naomi Bodner ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
N/A
8. SHARED VOTING POWER
152,576
9. SOLE DISPOSITIVE POWER
4,286
10. SHARED DISPOSITIVE POWER
156,862
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
156,862
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
Ms. Bodner disclaims beneficial ownership of 152,576 shares
included in Rows 8, 10 and 11
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Schedule 13D
CUSIP No. 404165 10 2 13D Page ___ of ____ Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laura Huberfeld/Naomi Bodner Partnership 13-3747316
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
N/A
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Schedule 13D
CUSIP No. 404165 10 2 13D Page ___ of ____ Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Huberfeld-Bodner Family Foundation, Inc. 13-3682951
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) [x]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
152,576
8. SHARED VOTING POWER
N/A
9. SOLE DISPOSITIVE POWER
152,576
10. SHARED DISPOSITIVE POWER
N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
152,576
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.05%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page _ of _ Pages
Item 1. Security and Issuer
This statement relates to Common Stock, $.01 par value per share (the
"Common Stock"), of H.E.R.C. Products Incorporated (the "Company"). The address
of the principal executive office of the Company is 3622 North 34th Avenue,
Phoenix, Arizona 85017.
Item 2. Identity and Background
(a) This statement is filed on behalf of Laura Huberfeld, Naomi Bodner,
the Laura Huberfeld/Naomi Bodner Partnership of which Laura Huberfeld and Naomi
Bodner are the sole general partners ("Partnership"), and the Huberfeld-Bodner
Family Foundation, Inc. of which Laura Huberfeld and Naomi Bodner are officers
("Foundation")(collectively the "Reporting Persons").
(b) The business address for all Reporting Persons is 152 West 57th
Street, New York, New York 10019.
(c) Mmes. Huberfeld and Bodner's principal occupation is personal
investments. Partnership is a New York general partnership engaged in
investments and financial advice. Foundation, a New York corporation, is a
charitable foundation. All Reporting Persons conduct their respective businesses
primarily at the address above.
(d) On January 7, 1993, David Bodner, President of Foundation and
Murray Huberfeld, Vice-President of Foundation pled guilty in Federal District
Court in the Eastern District of New York to illegal possession of a false
identification document in connection with taking a government administered
examination. Each of Messrs. Huberfeld and Bodner were fined $5,000 for
this misdemeanor offense.
(e) During the last five years, none of the Reporting Persons has been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction relating to the violation of any federal or state securities law.
(f) Each of the individual Reporting Persons is a US citizen.
Item 3. Source and Amount of Funds or other Consideration
N/A
Item 4. Purpose of Transaction
All securities listed under Item 5 below have been acquired for
investment. None of the Reporting Persons has any plans with respect to any of
such securities which is referred to in Items 4(a)-4(j) of Schedule 13D.
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Page _ of _ Pages
Item 5. Interest in Securities of the Issuer.
(a) As a result of the transaction set forth under item 5(c) and the
expiration of 400,000 warrants, Partnership no longer owns any shares of Common
Stock. Mmes. Bodner and Huberfeld each own warrants to purchase 4,286 shares of
Common Stock. Foundation owns 152,576 shares of Common Stock. Assuming that the
total number of outstanding shares of Common Stock is 3,018,750, this
constitutes 5.05%. Together, the Reporting Persons own 5.32% of the Common
Stock. Mmes. Huberfeld and Bodner disclaim beneficial ownership of any of the
Common Stock owned by the Foundation of which they are officers.
(b) There is no written arrangement respecting the disposition of the
warrants or the voting or disposition of the shares issuable upon the exercise
thereof.
(c) On December 28, 1995, Partnership donated 100,000 shares to a
charity.
(d) None.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits*
(1) Subscription Agreement between the Company and
Partnership, dated March 29, 1995.
(2) Warrant of the Company for the purchase of 400,000
shares issued to Laura Huberfeld/Naomi Bodner Partnership,
dated April 6, 1995.
(3) Agreement among Reporting Persons to Joint Filing of
Schedule 13D.
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* Previously filed
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Page _ of _ Pages
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: December 28, 1995
LAURA HUBERFELD/NAOMI BODNER
PARTNERSHIP
By: /s/ Laura Huberfeld
Title: General Partner
/s/
Laura Huberfeld
/s/
Naomi Bodner
HUBERFELD-BODNER FAMILY
FOUNDATION, INC.
By: /s/ Murray Huberfeld
Vice President
