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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
IONIC FUEL TECHNOLOGY, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title Class of Securities)
4622-11-103
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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)
June 8, 1998
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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. |_|
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 5 pages.
<PAGE>
SCHEDULE 13D
CUSIP No. 4622-11-103 Page 2 of 5 Pages
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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
380,100
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 380,100
WITH ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
380,100 shares (See Item 5(a))
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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)
5.7 %
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14 TYPE OF REPORTING PERSON*
IN
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*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 6,444,955 shares of Common Stock outstanding on June 25, 1998, 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: No change.
(c) Principal Business: Kleban is an attorney, currently of counsel to
the firm of Lev Berlin & Dale, P.C., 420 Lexington Avenue, Suite 300, New
York, New York 10170.
(d) No change.
(e) No change.
(f) No change.
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).
Item 4. Purpose of Transactions. No change.
Item 5. Interest in Securities of the Issuer.
(a) Kleban owns 257,100 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, 143,000 B Warrants to purchase 71,500 shares of
Common Stock (of which 45,000 A Warrants and 45,000 B warrants to purchase
3 of 5
<PAGE>
in the aggregate 45,000 shares of Common Stock are issuable upon exercise
of the Option), and 25,000 Private Warrants to purchase 25,000 shares of
Common Stock. Two A Warrants (as amended) entitle the holder to purchase
one share of Common Stock for $6.50 until July 28, 1998. Two B Warrants
entitle the holder to purchase one share of Common Stock for $7.50 until
July 28, 1999. The 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 380,100 shares of the Common Stock of
the Issuer or approximately 5.7% of the outstanding shares (based on 6,612,955
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 168,000 shares of Common Stock.)
(b) Kleban has sole voting and dispositive powers over the 380,100
shares of Common Stock which he is deemed to beneficially own.
(c) In March 1997, the Issuer issued to Kleban an aggregate of 50,000
immediately exercisable Private Warrants, 25,000 of which were exercisable
at $2.25 per share and the remaining 25,000 of which are exercisable at
$3.50 per share. In March 1998, Kleban exercised 25,000 of the Private
Warrants at $2.25 per share to purchase 25,000 shares of Common Stock. In
June 1998, Kleban purchased 30,000 B Warrants in the open market for $.12
per B Warrant. Two B Warrants entitle the holder to purchase one share of
Common Stock for $7.50 until July 28, 1999. Since the reporting person's
prior Schedule 13D filing in May 1997, he purchased 52,200 additional
shares of the Company's Common Stock at prices ranging from $3.93 to $1.06,
including 13,200 shares of Common Stock acquired in June 1998 for $1.11 per
share of Common Stock. Accordingly, Kleban's recent purchases amounted to
acquisitions of slightly more than 1% of the Issuer's outstanding class of
Common Stock. Kleban filed this Amendment to report the increase in his
beneficial ownership. As of the date of this report, Kleban beneficially
owns 380,100 shares of Common Stock (or 5.7%) of the Issuer.
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.
4 of 5
<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: June 30, 1998
/s/ Donald M. Kleban
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Donald M. Kleban
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