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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _)*
IONIC FUEL TECHNOLOGY, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title Class of Securities)
4622-11-103
(CUSIP Number)
David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue, New York, New York 10016-2097
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 15, 1997
(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. |_|
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.
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SCHEDULE 13D
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CUSIP No. 4622-11-103 Page 2 of 6 Pages
- --------------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald M. Kleban
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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*
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
|
| 312,900
NUMBER OF |---------------------------------------------------------------
SHARES | 8 SHARED VOTING POWER
BENEFICIALLY |
OWNED BY | -0-
EACH |---------------------------------------------------------------
REPORTING |9 SOLE DISPOSITIVE POWER
PERSON |
WITH | 312,900
|---------------------------------------------------------------
|10 SHARED DISPOSITIVE POWER
|
| -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,900 shares (See Item 5(a))
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6 %
- --------------------------------------------------------------------------------
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.
This statement relates to (i) common stock, $.01 par value
("Common Stock"), (ii) Series A Redeemable Common Stock Purchase Warrants ("A
Warrants"), (iii) Series B Redeemable Common Stock Purchase Warrants ("B
Warrants"), and (iv) certain other private warrants ("Private Warrants") of
Ionic Fuel Technology, Inc. ("Issuer"), a Delaware corporation, whose principal
executive offices are located at 300 Delaware Avenue, #1704,Wilmington,
Delaware.
The percentage of beneficial ownership reflected in this
Statement is based upon 5,400,000 shares of Common Stock outstanding on May 5,
1997, which number has been provided to the Reporting Person by the Issuer.
Item 2. Identity and Background.
(a) Name: This statement is filed on behalf of Donald M. Kleban ("Kleban").
(b) Home Address: Kleban's residence is located at 2 Sutton Place South,
New York, New York 10022.
(c) Principal Business: Kleban is an investment banker, currently employed
by Perrin Holden & Davenport Capital Corp. ("PHD"), 17 John Street, New York,
New York 10038.
(d) During the last five years, Kleban has not been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Kleban has not been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in any judgment, decree or final order against him enjoining him from
engaging in future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Kleban is a citizen of the United States.
Item 3. Source and Amount of Funds or other Consideration.
Kleban used personal funds and available cash to purchase the
securities described below in Item 5(c).
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Item 4. Purpose of Transactions.
Kleban has acquired the securities specified in Item 5(c) of
this Schedule 13D in order to obtain an equity position in the Issuer for
investment purposes. Kleban 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. Kleban has no present plans with
respect to the securities specified in Item 5(c) 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.
Item 5. Interest in Securities of the Issuer.
(a) Kleban owns 179,900 shares of Common Stock (45,000 of which are subject
to a purchase option issued to Kleban exercisable at $8.25 per share until July
28, 1999 ("Option")), 53,000 A Warrants to purchase 26,500 shares of Common
Stock, 113,000 B Warrants to purchase 56,500 shares of Common Stock (of which
45,000 A Warrants and 45,000 B warrants to purchase in the aggregate 45,000
shares of Common Stock are issuable upon exercise of the Option), and 50,000
Private Warrants to purchase 50,000 shares of Common Stock. Two A Warrants
entitle the holder to purchase one share of Common Stock for $7.475 until July
28, 1997. Two B Warrants entitle the holder to purchase one share of Common
Stock for $8.625 until July 28, 1999. 25,000 of the Private Warrants entitle the
holder to purchase 25,000 shares of Common Stock at $2.25 per share and the
remaining 25,000 Private Warrants entitle the holder to purchase 25,000 shares
of Common Stock at $3.50 per share, each until March 15, 2001.
Accordingly, Kleban beneficially owns 312,900 shares of the Common Stock of
the Issuer or approximately 5.6% of the outstanding shares (based on 5,578,000
shares of Common Stock which would be outstanding upon exercise of the currently
exercisable Option, A Warrants, B Warrants and Private Warrants and the A
Warrants and B Warrants underlying the Option held by Kleban, collectively to
purchase an aggregate of 178,000 shares of Common Stock.)
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(b) Kleban has sole voting and dispositive powers over the 312,900 shares
of Common Stock which he is deemed to beneficially own.
(c) On March 15, 1997, the Issuer issued to Kleban an aggregate of 50,000
Private Warrants, 25,000 of which are exercisable at $2.25 per share and the
remaining 25,000 of which are exercisable at $3.50 per share. The Private
Warrants were issued to Kleban in connection with the Issuer's employment of
PHD, Kleban's employer, as a financial consultant. On April 9, 1997, Kleban
purchased 4,400 shares of Common Stock in the open market for $10,172.80 or
$2.312 per share. Accordingly, Kleban beneficially owns 312,900 shares of Common
Stock (or 5.6%) of the Issuer, which exceeds the five (5%) percent reporting
threshold, thereby requiring Kleban to file this Schedule 13D.
Item 6. Contracts, Agreements, Understandings or
Relationships with Respect to Securities of Issuer.
Not applicable.
Item 7. Materials to be Filed as Exhibits.
Not applicable.
The balance of this page has been left blank intentionally.
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: May 7, 1997
By: /s/ Donald M Kleban
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Donald M. Kleban
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