SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
GLOBAL TELECOMMUNICATION SOLUTIONS, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
37935Y107
-------------------------------
(CUSIP Number)
Copy to:
Stephen A. Cohen, Esq.
Woodland Partners Morrison Cohen Singer & Weinstein, LLP
68 Wheatley Road 750 Lexington Avenue
Brookville, New York 11545 New York, New York 10022
Telephone (516) 626-3070 Telephone (212) 735-8600
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
May 15, 1996
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(Date of Event which Requires Filing 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 space .
----
Check the following space 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.
*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).
(Continued on following page(s))
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CUSIP
No. 37935Y107 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Woodland Partners
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2 Check the Appropriate Box if a Member of a Group*
(a) [X]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds* WC, OO
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization New York
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7 Sole Voting Power
105,000 shares 1.9%
Number of 8 Shared Voting Power
Shares 278,338 shares 4.9%
Beneficially
Owned By 9 Sole Dispositive Power
Each 105,000 shares 1.9%
Reporting
Person 10 Shared Dispositive Power
With 278,338 shares 4.9%
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
383,338 shares
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12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* [ ]
- ------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
6.7%
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14 Type of Reporting Person*
PN
==============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 37935Y107 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Barry Rubenstein
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2 Check the Appropriate Box if a Member of a Group*
(a) [X]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds* PF, OO
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5 Check Box if Disclosure of Legal Proceedings is
Required [ ]
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6 Citizenship or Place of Organization United States
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7 Sole Voting Power
248,338 shares 4.4%
Number of
Shares 8 Shared Voting Power
Beneficially 135,000 shares 2.4%
Owned By
Each 9 Sole Dispositive Power
Reporting 248,338 shares 4.4%
Person
With 10 Shared Dispositive Power
135,000 shares 2.4%
- ------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
383,338 shares
- ------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* [ ]
- ------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
6.7%
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14 Type of Reporting Person*
IN
==============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 37935Y107 13D
==============================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Marilyn Rubenstein
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2 Check the Appropriate Box if a Member of a Group*
(a) [X]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds* PF, OO
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5 Check Box if Disclosure of Legal Proceedings is
Required [ ]
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6 Citizenship or Place of Organization United States
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7 Sole Voting Power
20,000 shares 0.4%
Number of
Shares 8 Shared Voting Power
Beneficially 363,338 shares 6.4%
Owned By
Each 9 Sole Dispositive Power
Reporting 20,000 shares 0.4%
Person
With 10 Shared Dispositive Power
363,338 shares 6.4%
- ------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
383,338 shares
- ------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* [ ]
- ------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
6.7%
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14 Type of Reporting Person*
IN
=============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 37935Y107 13D
==============================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Marilyn and Barry Rubenstein Family Foundation
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2 Check the Appropriate Box if a Member of a Group*
(a) [X]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds* OO
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5 Check Box if Disclosure of Legal Proceedings is
Required [ ]
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6 Citizenship or Place of Organization New York
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7 Sole Voting Power
1,000 shares 0.1%
Number of
Shares 8 Shared Voting Power
Beneficially 382,338 shares 6.7%
Owned By
Each 9 Sole Dispositive Power
Reporting 1,000 shares 0.1%
Person
With 10 Shared Dispositive Power
382,338 shares 6.7%
- ------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
383,338 shares
- ------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* [ ]
- ------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
6.7%
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14 Type of Reporting Person*
OO
=============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 37935Y107 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Woodland Venture Fund
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2 Check the Appropriate Box if a Member of a Group*
(a) [X]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds* WC, OO
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5 Check Box if Disclosure of Legal Proceedings is
Required [ ]
6 Citizenship or Place of Organization New York
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7 Sole Voting Power
9,000 shares 0.2%
Number of 8 Shared Voting Power
Shares 374,338 shares 6.6%
Beneficially
Owned By 9 Sole Dispositive Power
Each 9,000 shares 0.2%
Reporting
Person 10 Shared Dispositive Power
With 374,338 shares 6.6%
- ------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
383,338 shares
- ------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* [ ]
- ------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
6.7%
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14 Type of Reporting Person*
PN
==============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 37935Y107 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Woodland Services Corp.
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2 Check the Appropriate Box if a Member of a Group*
(a) [X]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds* OO
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5 Check Box if Disclosure of Legal Proceedings is
Required [ ]
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6 Citizenship or Place of Organization New York
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7 Sole Voting Power
0 shares 0%
Number of
Shares 8 Shared Voting Power
Beneficially 383,338 shares 6.7%
Owned By
Each 9 Sole Dispositive Power
Reporting 0 shares 0%
Person
With 10 Shared Dispositive Power
383,338 shares 6.7%
- ------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
383,338 shares
- ------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* [ ]
- ------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
6.7%
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14 Type of Reporting Person*
CO
==============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 37935Y107 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Brian Rubenstein
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2 Check the Appropriate Box if a Member of a Group*
(a) [X]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds* OO
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5 Check Box if Disclosure of Legal Proceedings is
Required [ ]
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6 Citizenship or Place of Organization United States
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7 Sole Voting Power
0 shares 0%
Number of
Shares 8 Shared Voting Power
Beneficially 1,000 shares 0.1%
Owned By
Each 9 Sole Dispositive Power
Reporting 0 shares 0%
Person
With 10 Shared Dispositive Power
1,000 shares 0.1%
- ------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
1,000 shares
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12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* [ ]
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13 Percent of Class Represented by Amount in Row (11)
0.1%
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14 Type of Reporting Person*
IN
=============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
This statement, dated May 15, 1996, constitutes Amendment No. 3 to the
Schedule 13D, dated February 1, 1995, regarding the reporting persons
ownership of certain securities of Global Telecommunication Solutions, Inc.
(the "Issuer").
The Schedule 13D is hereinafter referred to as the "Schedule." All
capitalized terms used herein and otherwise undefined shall have the
meanings ascribed in the Schedule.
This Amendment No. 3 to the Schedule is filed in accordance with Rule
13d-2 of the Securities Exchange Act of 1934, as amended, by the reporting
persons. It shall refer only to information which has materially changed
since the filing of the Schedule.
ITEM 1. Security and Issuer.
-------------------
(a) Common Stock, $0.01 par value per share (CUSIP No.
37935Y107).
(b) Redeemable Common Stock Purchase Warrant, exercisable as of
June 14, 1995, expiring December 14, 1999, entitling the holder thereof to
purchase one share of Common Stock at $4.00 per share, subject to
adjustment in certain circumstances (CUSIP No. 37935Y115).
(c) Unit, consisting of 20,000 shares of Common Stock and 40,000
warrants, immediately exercisable, expiring December 14, 1999, entitling
the holder thereof to purchase one share of Common Stock at $4.00 per share
("Offering Warrants").
(d) Option, exercisable as of February 14, 1996, expiring
February 14, 2001, entitling the holder thereof to purchase up to an
aggregate of 100,000 shares of Common Stock at $4.75 per share, subject
to adjustment in certain circumstances.
Global Telecommunication Solutions, Inc.
342 Madison Avenue
New York, New York 10173
ITEM 2. Identity and Background
-----------------------
1. (a) Woodland Partners, a general partnership organized under the
-----------------
laws of the State of New York.
(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Business: Investments.
(d) Within the last five (5) years, Woodland Partners has not
been convicted in any criminal proceeding.
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(e) Within the last five (5) years, Woodland Partners has not
been a party to any civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in a judgment, decree, or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or a finding of a
violation with respect to such laws.
The general partners of Woodland Partners are Barry Rubenstein
and Marilyn Rubenstein (husband and wife).
2. (a) Barry Rubenstein, a general partner of Woodland Partners and
----------------
Woodland Venture Fund, and one of the Trustees of The Marilyn and Barry
Rubenstein Family Foundation.
(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Occupation: General Partner of partnerships and
limited partnerships engaged in the investment business.
(d) Within the last five (5) years, Barry Rubenstein has not
been convicted in any criminal proceeding (excluding traffic violations and
similar misdemeanors, if any).
(e) Within the last five (5) years, Barry Rubenstein has not
been a party to any civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in a judgment, decree, or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or a finding of a
violation with respect to such laws.
(f) Citizenship: United States.
Barry Rubenstein is the husband of Marilyn Rubenstein and
the father of Brian Rubenstein.
3. (a) Marilyn Rubenstein, a general partner of Woodland Partners
------------------
and one of the Trustees of The Marilyn and Barry Rubenstein Family
Foundation.
(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal occupation: Housewife
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<PAGE>
(d) Within the last five (5) years, Marilyn Rubenstein has not
been convicted in any criminal proceeding (excluding traffic violations and
similar misdemeanors, if any).
(e) Within the last five (5) years, Marilyn Rubenstein has not
been a party to any civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in a judgment, decree, or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or a finding of a
violation with respect to such laws.
(f) Citizenship: United States.
Marilyn Rubenstein is the wife of Barry Rubenstein and the
mother of Brian Rubenstein.
4. (a) Brian Rubenstein, one of the Trustees of The Marilyn and
----------------
Barry Rubenstein Family Foundation.
(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Occupation: Student
(d) Within the last five (5) years, Brian Rubenstein has not
been convicted in any criminal proceeding (excluding traffic violations and
similar misdemeanors, if any).
(e) Within the last five (5) years, Brian Rubenstein has not
been a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or a finding of a violation
with respect to such laws.
(f) Citizenship: United States
Brian Rubenstein is the son of Barry Rubenstein and Marilyn
Rubenstein.
5. (a) The Marilyn and Barry Rubenstein Family Foundation, an
--------------------------------------------------
organization which is exempt from federal income taxation pursuant to
Section 501(a) of the Internal Revenue Code of 1986, as amended (the
"Foundation").
(b) Address:
68 Wheatley Road
Brookville, New York 11545
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(c) Principal Business: Charitable Foundation
(d) Within the last five (5) years, the Foundation has not been
convicted in any criminal proceeding.
(e) Within the last five (5) years, the Foundation has not been
a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or a finding of a violation
with respect to such laws.
Barry Rubenstein, Marilyn Rubenstein, and Brian Rubenstein
are the Trustees of the Foundation.
6. (a) Woodland Venture Fund, a limited partnership organized under
---------------------
the laws of the State of New York (the "Fund").
(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Business: Investments.
(d) Within the last five years, the Fund has not been convicted
in any criminal proceeding.
(e) Within the last five years, the Fund has not been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or a finding of a violation with respect
to such laws.
Woodland Services Corp. and Mr. Barry Rubenstein are the
general partners of the Fund. The limited partners of the Fund include
certain other investors.
7. (a) Woodland Services Corp., a corporation organized under the
-----------------------
laws of the State of New York ("Services").
(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Business: Investments.
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(d) Within the last five years, Services has not been convicted
in any criminal proceeding.
(e) Within the last five years, Services has not been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or a finding of a violation with respect
to such laws.
Mr. Rubenstein is the President and sole director of
Services, and Marilyn Rubenstein, his wife, is the Secretary and Treasurer
of Services. Mr. Rubenstein owns all of Service's outstanding shares of
common stock, no par value.
ITEM 3. Source and Amounts of Funds or Other Consideration.
--------------------------------------------------
The individual reporting persons obtained funds for the purchase
of the shares of Common Stock from their respective personal funds and/or
other funds, the partnerships obtained funds for the purchase of the shares
of Common Stock from their respective working capital and other funds, and
the Foundation obtained funds for the purchase of the shares of Common
Stock from its other funds.
On July 27, 1994, Barry Rubenstein, Marilyn Rubenstein, and
Dalewood Associates, L.P. ("Dalewood") participated in a bridge financing
pursuant to which Barry Rubenstein loaned $200,000 to the Issuer and was
issued promissory notes in that amount and 200,000 bridge warrants, Marilyn
Rubenstein loaned $50,000 to the Issuer and was issued promissory notes in
that amount and 50,000 bridge warrants, and Dalewood loaned $100,000 to the
Issuer and was issued promissory notes in that amount and 100,000 bridge
warrants. Barry Rubenstein is an officer, director, and shareholder of
Dalewood Associates, Inc. ("DAI"), the corporate general partner of
Dalewood. The promissory notes bear interest at the rate of 10% per annum
and were paid on the closing of the IPO. The bridge warrants (the "Bridge
Warrants") are identical to the Warrants.
On September 16, 1994, Barry Rubenstein purchased 54,169 shares
of Common Stock (the "Restricted Shares") and 54,169 warrants (the
"Conversion Warrants") from Shelly Finkel Management, Inc. for an aggregate
purchase price of $162,507 ($3.00 per share and warrant). The Conversion
Warrants are identical to the Warrants. Neither the Restricted Shares nor
the Conversion Warrants were registered in the IPO.
On February 14, 1995, the Issuer granted the Option to Barry
Rubenstein and entered into a Consulting and Non-Competition Agreement.
The shares of Common Stock issuable upon the exercise of the Option cannot
be sold, transferred or disposed of unless registered, or exempt from
registration, under the Securities Act of 1933, as amended.
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The amount of funds used in making the purchases of the shares of
Common Stock are set forth below:
Name Amount of Consideration
---- -----------------------
Woodland Partners $325,000
Barry Rubenstein $370,007
The Marilyn and Barry
Rubenstein Family Foundation $75,000
Marilyn Rubenstein $100,000
Woodland Venture Fund $40,500
On May 15, 1996, Woodland Partners purchased one (1) Unit in a
private placement ("Offering") by the Issuer. Pursuant to the terms of the
Offering, the Issuer must file a registration statement in regard to the
Common Stock and the Offering Warrants underlying the Unit by June 30, 1996.
ITEM 4. Purpose of Transaction.
----------------------
The Reporting Persons acquired their securities for purposes of
investment.
ITEM 5. Interests in Securities of the Issuer.
-------------------------------------
(a) The following list sets forth the aggregate number and
percentage (based on 5,512,801 shares of Common Stock of which 4,912,801
shares of Common Stock outstanding as reported in the Issuer's Form 8-K
dated March 1, 1996, and 600,000 shares of Common Stock sold in the
Offering) of outstanding shares of Common Stock owned beneficially by each
reporting person named in Item 2, as of May 15, 1996:
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Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
- ---- ------------------ ------------------
Woodland Partners 383,338(1) 6.7%
Barry Rubenstein 383,338(2) 6.7%
Marilyn Rubenstein 383,338(3) 6.7%
Woodland Venture Fund 383,338(4) 6.7%
The Marilyn and Barry Rubenstein
Family Foundation 383,338(5) 6.7%
- --------------------
1 Woodland Partners disclaims beneficial ownership of 54,169 shares
of Common Stock owned individually by Barry Rubenstein, 40,000
shares of Common Stock held in Barry Rubenstein's IRA Rollover
account, 54,169 shares of Common Stock issuable upon the exercise
of the Conversion Warrants held by Barry Rubenstein, 100,000
shares of Common Stock issuable upon the exercise of the Option
held by Barry Rubenstein, 1,000 shares of Common Stock owned by
the Foundation, 20,000 shares of Common Stock owned by Marilyn
Rubenstein, and 9,000 shares of Common Stock owned by the Fund.
2 94,500 shares of Common Stock beneficially owned by Barry
Rubenstein represents his equity interest in Woodland Partners
(including 18,000 unregistered shares of Common Stock acquired in
the Offering and 36,000 shares of Common Stock issuable upon the
exercise of the Offering Warrants). Includes 54,169 shares of
Common Stock owned individually by Barry Rubenstein, 40,000
shares of Common Stock held in his IRA Rollover account, 54,169
shares of Common Stock issuable upon the exercise of the
Conversion Warrants and 100,000 shares of Common Stock issuable
upon the exercise of the Option. Mr. Rubenstein disclaims
beneficial ownership of 10,500 shares of Common Stock held by
Woodland Partners (which represents his wife's equity interest in
Woodland Partners), 20,000 shares of Common Stock owned
individually by his wife, Marilyn Rubenstein, and 5,557 shares of
Common Stock owned by the Fund.
3 10,500 shares of Common Stock represents Mrs. Rubenstein's equity
interest in Woodland Partners (including 2,000 unregistered
shares of Common Stock acquired in the Offering and 4,000 shares
of Common Stock issuable upon the exercise of the Offering
Warrants). Mrs. Rubenstein disclaims beneficial ownership of
94,500 shares of Common Stock held by Woodland Partners (which
represents her husband's equity interest in Woodland Partners),
54,169 shares of Common Stock owned individually by her husband,
Barry Rubenstein, 40,000 shares of Common Stock held in Barry
Rubenstein's IRA Rollover account, 54,169 shares of Common Stock
issuable upon the exercise of the Conversion Warrants held by
Barry Rubenstein, 100,000 shares of Common Stock issuable upon
the exercise of the Option held by Barry Rubenstein, and 9,000
shares of Common Stock owned by the Fund.
4 The Fund disclaims beneficial ownership of 65,000 shares of
Common Stock owned by Woodland Partners (including 20,000
unregistered shares of Common Stock acquired in the Offering),
40,000 shares of Common Stock issuable upon the exercise of the
Offering Warrants owned by Woodland Partners, 54,169 shares of
Common Stock owned individually by Barry Rubenstein, 40,000
shares of Common Stock held in Barry Rubenstein's IRA Rollover
account, 54,169 shares of Common Stock issuable upon the exercise
of the Conversion Warrants held by Barry Rubenstein, 100,000
shares of Common Stock issuable upon the exercise of the Option
held by Barry Rubenstein, 20,000 shares of Common Stock owned
individually by Marilyn Rubenstein, and 1,000 shares of Common
Stock owned by the Foundation.
5 The Foundation disclaims beneficial ownership of 65,000 shares of
Common Stock owned by Woodland Partners (including 20,000
unregistered shares of Common Stock acquired in the Offering),
40,000 shares of Common Stock issuable upon the exercise of the
Offering Warrants owned by Woodland Partners, 54,169 shares of
Common Stock owned individually by Barry Rubenstein, 40,000
shares of Common Stock held in Barry Rubenstein's IRA Rollover
account, 54,169 shares of Common Stock issuable upon the exercise
of the Conversion Warrants held by Barry Rubenstein, 100,000
shares of Common Stock issuable upon the exercise of the Option
held by Barry Rubenstein, 20,000 shares of Common Stock owned
individually by Marilyn Rubenstein, and 9,000 shares of Common
Stock owned by the Fund.
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<PAGE>
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
- ---- ------------------ ------------------
Woodland Services Corp. 383,338(6) 6.7%
Brian Rubenstein 1,000(7) 0.1%
(b) By virtue of being a general partner of Woodland Partners
and the Fund, a trustee of the Foundation, and husband of Marilyn
Rubenstein, Barry Rubenstein may be deemed to have shared power to vote and
to dispose of 135,000 shares of Common Stock representing approximately
2.4% of the outstanding Common Stock. Barry Rubenstein has sole power to
vote and to dispose of 54,169 shares of Common Stock, 40,000 shares of
Common Stock held in his IRA Rollover account, 54,169 shares of Common
Stock issuable upon the exercise of the Conversion Warrants, 40,000 shares
of Common Stock issuable upon the exercise of the Offering Warrants and
100,000 shares of Common Stock issuable upon the Option, representing
approximately 4.4% of the outstanding Common Stock.
Marilyn Rubenstein, by virtue of being a general partner of
Woodland Partners, a trustee of the Foundation, and wife of Barry
Rubenstein, may be deemed to have shared power to vote and to dispose of
363,338 shares of Common Stock (which includes shares issuable upon the
exercise of the Conversion Warrants, the Offering Warrants and the Option)
representing approximately 6.4% of the outstanding Common Stock. Marilyn
Rubenstein has sole power to vote and to dispose of 20,000 shares of Common
Stock, representing approximately 0.4% of the outstanding Common Stock.
Woodland Partners has sole power to vote and to dispose of
65,000 shares of Common Stock and 40,000 shares of Common Stock issuable
upon the exercise of the Warrants, and may be deemed to have shared power
to vote and to dispose of 278,338 shares of Common Stock (which includes
shares issuable upon the exercise of the Conversion Warrants, the Offering
Warrants and the Option).
- --------------------
6 13 shares of Common Stock beneficially owned by Services
represents its equity interest in the Fund. Services disclaims
beneficial ownership of 65,000 shares of Common Stock owned by
Woodland Partners (including 20,000 unregistered shares of Common
Stock acquired in the Offering), 40,000 shares of Common Stock
issuable upon the exercise of Offering Warrants owned by Woodland
Partners, 54,169 shares of Common Stock owned individually by
Barry Rubenstein, 40,000 shares of Common Stock held in Barry
Rubenstein's IRA Rollover account, 54,169 shares of Common Stock
issuable upon the exercise of the Conversion Warrants held by
Barry Rubenstein, 100,000 shares of Common Stock issuable upon
the exercise of the Option held by Barry Rubenstein, 20,000
shares of Common Stock owned individually by Mrs. Rubenstein,
8,987 shares of Common Stock owned by the Fund, and 1,000 shares
of Common Stock owned by the Foundation.
7 Consists of 1,000 shares of Common Stock owned by the Foundation.
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The Fund has sole power to vote and to dispose of 9,000
shares of Common Stock, and may be deemed to have shared power to vote and
to dispose of 374,338 shares of Common Stock (which includes shares
issuable upon the exercise of the Conversion Warrants, the Offering
Warrants and the Option).
The Foundation has sole power to vote and dispose of 1,000
shares of Common Stock, and may be deemed to have shared power to vote and
to dispose of 382,338 shares of Common Stock (which includes shares
issuable upon the exercise of the Conversion Warrants, the Offering
Warrants and the Option).
Services may be deemed to have shared power to vote and to
dispose of 383,338 shares of Common Stock (which includes shares issuable
upon the exercise of the Conversion Warrants, the Offering Warrants and the
Option).
Brian Rubenstein, by virtue of being a Trustee of the
Foundation, may be deemed to have shared power to vote and to dispose of
1,000 shares of Common Stock.
(c) The following is a description of all transactions in units
by the persons identified in Item 2 of this Schedule 13D effected from
March 16, 1996 through May 15, 1996, inclusive.
Number of Units
Purchase or of Common Stock Purchase or
Name of Shareholder Sale Date Purchased or (Sold) Sale Price
- ------------------- ----------- ------------------- ----------
Woodland Partners 05/15/96 1U $100,000
Woodland Partners, the Fund Barry Rubenstein, the Foundation, and
Marilyn Rubenstein acquired shares of Common Stock and Warrants prior to
the IPO, in the IPO, and/or in the over the counter market. Barry
Rubenstein acquired the Unit in a private placement.
ITEM I. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer
--------------------------------------------------
a. Woodland Partners is a general partnership established and
governed by New York law and a partnership agreement. Pursuant to such
agreement, voting and investment power over the shares of Common Stock held
by Woodland Partners is vested in its general partners - Barry Rubenstein
and Marilyn Rubenstein.
b. The Foundation is a charitable trust organized under the
laws of the State of New York. It is exempt from federal income taxation
pursuant to Section 501(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), as an organization described in Section 501(c)(3) of the
Code. Pursuant to a trust agreement, voting and investment power
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<PAGE>
over the shares of Common Stock held by the Foundation is vested in its
trustees - Barry Rubenstein, Marilyn Rubenstein, and Brian Rubenstein.
c. The Fund is a limited partnership established and governed
by New York law and a partnership agreement. Pursuant to such agreement,
voting and investment power over the shares of Common Stock held by the
Fund is vested in its general partners - Barry Rubenstein and Services.
The limited partners have no voting or investment power over the shares of
Common Stock held by the Fund.
d. The Issuer registered the Bridge Warrants under the
Registration Statement of which the Prospectus is a part. Barry
Rubenstein, Marilyn Rubenstein, and Dalewood agreed not to sell certain of
the Issuer's securities prior to twelve (12) months after the date of the
Prospectus without the prior written consent of Whale Securities Co., L.P.,
the underwriter of the IPO. Such consent was given by the underwriter with
respect to the sale of the Bridge Warrants.
e. Registration Rights Agreement between the Issuer and
Woodland Partners, pursuant to which the Issuer must file a registration
statement in regard to the shares of Common Stock and the Offering Warrants
underlying the Unit by June 30, 1996.
f. Except for the circumstances discussed or referred to in
paragraph (a) and (e) above, there are no contracts, arrangements,
understandings, or relationships with respect to the securities of the
Issuer among any of the persons reporting in this Schedule 13D.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
Exhibit A - Agreement dated February 10, 1995 among the
---------
reporting persons by which they have agreed to file this Schedule 13D and
all necessary amendments, as required by Rule 13d-1(f).
Exhibit B - Power of Attorney, dated February 10, 1995,
---------
appointing Barry Rubenstein as attorney-in-fact for Brian Rubenstein.
Exhibit C - Stock Option Agreement, made effective as of February
---------
14, 1995, pursuant to which the Issuer granted the Option to Barry
Rubenstein.
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<PAGE>
Signature
---------
After reasonable inquiry and to the best of their knowledge and
belief, each of the undersigned hereby certifies that the information set
forth in this Schedule is true, complete, and correct.
Date: May 24, 1996
s/ Barry Rubenstein
----------------------------------------
Barry Rubenstein, individually, as
General Partner on behalf of Woodland
Partners and Woodland Venture Fund, as
President of Woodland Services Corp.,
and as Trustee of The Marilyn and Barry
Rubenstein Family Foundation
s/ Marilyn Rubenstein
----------------------------------------
Marilyn Rubenstein
*
----------------------------------------
Brian Rubenstein
s/Barry Rubenstein
- -----------------------------------
Barry Rubenstein, Attorney-in-Fact
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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