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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HUMASCAN INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
444882104
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(CUSIP Number)
Frederick M. Mintz, Esq.
Mintz & Fraade, P.C
488 Madison Avenue, Suite 1100
New York, NY 10022
(212) 486-2500
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
MARCH 15, 1999
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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 that is the subject of this Schedule 13D, and is filing this
Schedule because of Section 240.13-d-1(e), 240.13d-1(f) or 24013.d-1(g), check
the following box: [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits. See Section 240.13d-7 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 (the "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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1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Scantek Medical, Inc.
84-1090126
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
SC
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5 CHECK 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
Delaware
Citizen of the United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES Scantek - 803,563
Zsigmond L. Sagi - 220,875
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH Scantek - 803,563
Zsigmond L. Sagi - 220,875
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Scantek - 803,563
Zsigmond L. Sagi - 220,875
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6
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14 TYPE OF REPORTING PERSON (See Instructions)
Scantek CO
Zsigmond L. Sagi IN
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ITEM 1: SECURITY AND ISSUER:
The class of equity securities to which this Schedule relates is the
common stock, $.01 par value (the "Common Stock"), of HumaScan Inc. (the
"Issuer"), a Delaware corporation, whose principal executive offices are
presently located c/o Kenneth Hollander, 16 Fieldston Road, Calif on, New Jersey
07830.
The percentage of beneficial ownership reflected in this Schedule is
based upon 8,139,070 shares of Common Stock outstanding on June 10, 1998, which
number has been obtained directly from the Issuer's 1998 Proxy Statement and
350,000 shares issued pursuant to the settlement agreement entered into between
the Issuer and Scantek which closed March 15, 1999.
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ITEM 2: IDENTITY AND BACKGROUND:
Name: This Schedule is being filed on behalf of:
Scantek Medical, Inc. with principal offices located at 321 Palmer Road,
Denville, New Jersey 07834 ("Scantek")
Dr. Zsigmond L. Sagi whose Residence Address is 19 Lockley Court, Mountain
Lakes, New Jersey 07046 ("Sagi").
Principal Business: Scantek is the developer and manufacturer of the
BreastAlert(TM) medical device which was licensed to HumaScan pursuant to
certain licensing agreements.
Sagi is the President of Scantek
During the past five years, neither Scantek nor Sagi have been convicted in
any criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither Scantek nor Sagi have 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 either of
them enjoining them 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.
Scantek is incorporated in the State of Delaware
Sagi is a citizen of the United States
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ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Scantek has acquired the securities through several transactions with
Issuer, including the granting of license agreements with the issuer and
settlement agreements with the Issuer, due to the Issuer's default pursuant to
said licence agreements.
Sagi has acquired the securities through the purchase of stock in certain
of the Issuer's private offerings and through the Issuer's Nonemployee Director
Stock Incentive Plan. In addition, Sagi received certain of the Issuer's stock
from Scantek.
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ITEM 4: PURPOSE OF TRANSACTION
The acquisition of the securities by Scantek and Sagi are for investment
purposes. The acquisition of a portion of the securities was pursuant to
licensing agreements between Scantek and the Issuer. The acquisition of 150,000
shares of the Issuer's Common Stock on March 15, 1999 is pursuant to a
settlement agreement resulting from the Issuer's default pursuant to said
licensing agreements. In addition to the exchange of stock, certain assets of
the Issuer were transferred to Scantek.
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ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
a) Scantek beneficially owns 803,563 shares of Common Stock. Such shares
represent 10.3% of the Issuer's outstanding shares of Common Stock.
Sagi beneficially owns 213,790 shares of Common Stock. Such shares
represent 2.75% of the Issuer's outstanding shares of Common Stock.
b) Scantek has sole voting and dispositive power with respect to 100% of
its shares of Common Stock. Sagi is an officer and director of Scantek. In
addition, Sagi owns approximately 29% of Scantek's stock.
Sagi has sole voting and dispositive power with respect to 100% of his
shares of Common Stock.
c) Not Applicable.
d) Not Applicable.
e) Not Applicable.
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ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None.
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ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
None.
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SIGNATURE:
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 26, 1999
Date
SCANTEK MEDICAL, INC.
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Signature
BY: /S/ ZSIGMOND L. SAGI
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Name/Title: ZSIGMOND L. SAGI, PRESIDENT
/S/ ZSIGMOND L. SAGI
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Signature ZSIGMOND L. SAGI
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