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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. )*
H.E.R.C. PRODUCTS INCORPORATED
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
404165 10 2
(CUSIP Number)
Oscar D. Folger, Esq.
521 Fifth Avenue, New York, NY 10175
212-697-6464
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 1994
(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.
[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.
(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
252,576
9. SOLE DISPOSITIVE POWER
4,286
10. SHARED DISPOSITIVE POWER
652,576
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
504,286
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 and 10
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3%
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
252,576
9. SOLE DISPOSITIVE POWER
4,286
10. SHARED DISPOSITIVE POWER
652,576
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
504,286
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 and 10
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3%
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
100,000
8. SHARED VOTING POWER
N/A
9. SOLE DISPOSITIVE POWER
500,000
10. SHARED DISPOSITIVE POWER
N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.2%
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)
6.5%
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
All of the funds used in the acquisition of Common Stock or warrants to
acquire Common Stock came from personal or internal working capital of the
Reporting Persons. Foundation's ownership of Common Stock is the result of a
donation by Mmes. Huberfeld and Bodner.
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Page _ of _ Pages
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.
Item 5. Interest in Securities of the Issuer.
(a) The following table shows the beneficial ownership of each of the
Reporting Persons in the Company's Common Stock, the basis of such ownership,
and the percentage of the total number of outstanding shares of Common Stock as
of April 28, 1995. The table assumes that the total number of outstanding shares
of the Company's Common Stock is 2,350,000.
Number of Shares Percentage of
Name Beneficially Owned Outstanding Shares
- ---- ------------------ ------------------
Laura Huberfeld/
Naomi Bodner
Partnership(1) 500,000 18.2%
Laura Huberfeld(2) 504,286 18.3%
Naomi Bodner(2) 504,286 18.3%
Foundation 152,576 6.5%
(1) Includes 400,000 shares of Common Stock issuable upon exercise of
warrants.
(2) Includes 500,000 shares owned by or issuable to Partnership, in which
Mmes. Huberfeld and Bodner share beneficial ownership. Also includes
for each, 4,286 shares of Common Stock issuable upon exercise of
warrants. Does not include for each 152,576 shares owned by Foundation,
which is a charitable foundation of which Laura Huberfeld and Naomi
Bodner are officers. Mmes. Huberfeld and Bodner disclaim beneficial
ownership of any of the Common Stock owned by the Foundation.
(b) Mmes. Huberfeld and Bodner share voting and dispositive power over
all securities owned by Partnership. There is no written arrangement respecting
these shares voting and dispositive powers.
(c) The following table sets forth transactions in the Company's Common
Stock since January 30, 1995 by the Reporting Persons or their affiliates. All
transactions were effected in open market trading.
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Page _ of _ Pages
<TABLE>
<CAPTION>
Number of Purchase
Name Date Shares or Sale Price
- ---- ---- ------ ------- -----
<S> <C> <C> <C> <C>
Foundation (1) 2/10/95 6,000 Purchase $2.955
Foundation 3/08/95 10,000 Purchase $2.9375
Foundation 3/15/95 4,000 Purchase $1.875
Partnership 3/20/95 1,000 Purchase $2.25
Partnership 3/28/95 3,500 Sale $2.09375
Foundation 3/28/95 4,000 Sale $2.09375
Foundation 3/30/95 2,000 Purchase $2.125
Foundation 3/30/95 1,000 Purchase $2.125
Foundation 3/30/95 500 Purchase $2.125
Foundation 4/04/95 3,000 Sale $3.59375
Foundation 4/04/95 5,000 Sale $3.59375
Foundation 4/05/95 1,350 Sale $3.71875
Partnership 4/06/95 100 Sale $3.50
Foundation 4/06/95 3,000 Sale $3.84375
Foundation 4/13/95 1,000 Purchase $3.625
Foundation 4/18/95 1,000 Purchase $3.50
Foundation 4/18/95 2,000 Purchase $3.4375
Foundation 4/18/95 1,000 Purchase $3.1875
Foundation 4/24/95 12,150 Sale $3.0625
(1) Mmes. Huberfeld and Bodner disclaim beneficial ownership of any of the
Common Stock owned by the Foundation.
(d) None.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
None.
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Page _ of _ Pages
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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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: May 1, 1995
LAURA HUBERFELD/NAOMI BODNER
PARTNERSHIP
By: /s/ Laura Huberfeld
Title: General Partner
/s/ Laura Huberfeld
Laura Huberfeld
/s/ Naomi Bodner
Naomi Bodner
HUBERFELD-BODNER FAMILY
FOUNDATION, INC.
By: /s/ Murray Huberfeld
Vice President
</TABLE>
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EXHIBIT 3
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Agreement
Joint Filing of Schedule 13D
The undersigned hereby agree to jointly prepare and file a Schedule 13D
and any future amendments thereto reporting each of the undersigned's ownership
of securities of H.E.R.C. Products Incorporated and hereby affirm that such
Schedule 13D is being filed on behalf of each of the undersigned.
Dated: , 1995
LAURA HUBERFELD/NAOMI BODNER PARTNERSHIP
By: _____________________
By: _____________________
- -------------------------
Laura Huberfeld
- -------------------------
Naomi Bodner
HUBERFELD-BODNER FAMILY FOUNDATION, INC.
By: ___________________________________
