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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DualStar Technologies Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
263572 10 9
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(CUSIP Number)
Greg Cuneo
Chief Executive Officer
DualStar Technologies Corporation
11-30 47th Avenue
Long Island City, NY 11101
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 29, 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 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 [ ].
*The remainder of this cover page shall be filed 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
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CUSIP NO. 263572 10 9 Page 2 of 8 Pages
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Blue Print Metals, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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SOURCE OF FUNDS*
4
WC
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
6 New York
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SOLE VOTING POWER * Includes warrants exercisable
within 60 days to purchase
60,000 shares
NUMBER OF 7 185,000*
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY SHARED VOTING POWER
EACH 8
REPORTING 0
PERSON -------------------------------------------------------------
WITH SOLE DISPOSITIVE POWER * Includes warrants exercisable
within 60 days to purchase
9 60,000 shares
185,000*
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SHARED DISPOSITIVE POWER
10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
* Includes warrants exercisable
within 60 days to purchase
60,000 shares
11 185,000*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.04%
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
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CUSIP NO. 263572 10 9 Page 3 of 8 Pages
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Bruce S. Weksler
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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SOURCE OF FUNDS*
4
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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CITIZENSHIP OR PLACE OF ORGANIZATION
6 New York
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SOLE VOTING POWER
NUMBER OF 7 106,600*
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY SHARED VOTING POWER * Includes warrants exercisable
EACH 8 within 60 days to purchase
REPORTING 185,000* 60,000 shares
PERSON -------------------------------------------------------------
WITH SOLE DISPOSITIVE POWER
9
106,600*
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SHARED DISPOSITIVE POWER * Includes warrants exercisable
10 within 60 days to purchase
185,000* 60,000 shares
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
* Includes warrants exercisable
within 60 days to purchase
60,000 shares
11 291,600*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3.22%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
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CUSIP NO. 263572 10 9 Page 4 of 8 Pages
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Joseph S. Weksler
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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SOURCE OF FUNDS*
4
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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CITIZENSHIP OR PLACE OF ORGANIZATION
6 New York
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SOLE VOTING POWER
NUMBER OF 7 157,200
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY SHARED VOTING POWER * Includes warrants exercisable
EACH 8 within 60 days to purchase
REPORTING 185,000 60,000 shares
PERSON -------------------------------------------------------------
WITH SOLE DISPOSITIVE POWER
9
157,200
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SHARED DISPOSITIVE POWER * Includes warrants exercisable
10 within 60 days to purchase
185,000* 60,000 shares
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
* Includes warrants exercisable
within 60 days to purchase
60,000 shares
11 342,200
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3.78%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Statement on Schedule 13D relates to shares of Common Stock, par value
$0.01 per share (the "Shares"), of DualStar Technologies Corporation, a Delaware
corporation (the "Company"). This Statement is being filed by the Reporting
Persons (as defined herein) to report acquisitions of Shares and warrants
("Warrants") to purchase shares of the Company as a result of which the
Reporting Persons may be deemed to be the beneficial owners of more than 5% of
the outstanding Shares.
Information contained in this statement on Schedule 13D is as of the date
hereof, unless otherwise expressly provided herein.
Item 1. Security and Issuer.
(i) Name and Issuer: DualStar Technologies Corporation
(hereinafter referred to as the "Company" or "Issuer").
(ii) Address of Issuer: 11-30 47th Avenue, Long Island City,
New York 11101.
(iii) Title of Class of Equity Securities to which this Statement
relates: Common Stock, $.01 par value (the "Common Stock").
(iv) Name and Address of Principal Executive Offices of Issuer:
11-30 47th Avenue, Long Island City, New York 11101.
Item 2. Identity and Background.
(a)-(c) This statement is being filed on behalf of Blue Print Metals,
Inc. ("Blue Print") and, its only two shareholders, directors
and officers, Bruce S. Weksler and Joseph S. Weksler
(collectively, the "Reporting Persons").
Blue Print's principal business is buying, holding, selling
real estate and other investments, and its principal place of
business and offices are located at 8805 18th Avenue,
Brooklyn, NY 11214. Bruce S. Weksler's ("Bruce") principal
employment is as Vice President of Bruce Supply Corp., which
is a plumbing supply company located at 8805 18th Avenue,
Brooklyn, NY 11214. Joseph S. Weksler's ("Joseph") principal
employment is as Secretary of Bruce Supply Corp.
(d)(e) During the last five years, none of the Reporting Persons (i)
have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) has been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final
order enjoining 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) Blue Print is a New York corporation. Bruce and Joseph are
each citizens of the United States.
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Item 3. Source and Amount of Funds or Other Consideration.
All of the Shares of Common Stock and Warrants held by the Reporting
Persons were acquired on open market purchases by the Reporting Persons
from August 1, 1997 to June 30, 1999, at an aggregate purchase price of
approximately $1.2 million. Such purchases were funded with working
capital of Blue Print and personal funds of the other Reporting
Persons. None of the Purchases made by the Reporting Persons were
funded with borrowed money. To the extent that Shares may be held in
a margin account, they may be pledged along with other positions in
such accounts as collateral security for the repayment of debit
balances in the account. Because other securities are held in such
accounts, however, it is not possible to determine the amount, if any,
of margin used by the Reporting Persons with respect to the Shares.
Item 4. Purpose of Transaction.
The Shares have been acquired by the Reporting Persons for investment
purposes only. Each Reporting Person expects to evaluate on an ongoing
basis the Company's financial condition, business operations and
prospects, the status of any business combination involving the
Company, the market price of the Shares, conditions in the securities
markets generally, general economic and industry conditions and other
factors. Each Reporting Person may at any time and from time to time
acquire additional Shares or Warrants. The Reporting Persons have
no plans to effect any of the transactions required to be described in
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Blue Print beneficially owns 125,000 shares of common stock
and 60,000 Warrants, which constitutes approximately 2.04% of
the Company's outstanding shares of Common Stock.
Bruce S. Weksler may be considered the beneficial owner of (a)
106,600 shares of Common Stock, (b) 125,000 shares of the
Common Stock and 60,000 Warrants beneficially owned by Blue
Print, as to which shares Bruce disclaims beneficial ownership
, (c) 27,600 shares of Common Stock, which are held in trust
for Mr. Bruce Weksler's minor children, as to which shares
Bruce has disclaimed beneficial ownership and (d) 157,200
shares of Common Stock beneficially owned by Mr. Joseph
Weksler, as to which shares Bruce disclaims beneficial
ownership, representing in the aggregate 5.26% of the
Company's outstanding shares of Common Stock.
Joseph S. Weksler may be considered the beneficial owner of
(a) 157,200 shares of Common Stock, (b) 125,000 shares of the
Common Stock and 60,000 Warrants beneficially owned by Blue
Print, as to which shares Joseph disclaims beneficial
ownership, and (c) 106,600 shares of Common Stock beneficially
owned by Mr. Bruce Weksler, as to which shares Joseph
disclaims beneficial ownership, representing in the aggregate
4.95% of the Company's outstanding shares of Common Stock.
Each of the above calculations is based on outstanding Shares
information derived from the Company's most recently filed
Form 10-Q, after giving effect to Shares subject to options,
warrants, rights or convertible securities owned by the
Reporting Persons.
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(b) Blue Print has the sole power to vote and the sole power to
dispose of 125,000 shares of Common Stock and 60,000 warrants
that it beneficially owns. Bruce and Joseph, as the only
shareholders, directors and officers of Blue Print, may be
deemed to have shared power to vote and shared power to
dispose of the shares held by Blue Print.
Bruce has the sole power to vote and the sole power to dispose
of 134,200 shares of Common Stock.
In addition, Joseph has the sole power to vote and the sole
power to dispose of 157,200 shares of Common Stock.
(c) Mr. Bruce Weksler purchased approximately 49,000 shares in
open market transactions on or about June 29, 1999 at an
average cost of $4.92 per share, 1,000 shares in open market
trasactions on or about June 15, 1999 at an average cost of
$3.75 per share, 10,000 shares in open market transactions
on or about May 20, 1999 at an average cost of $5.00 per
share, and 5,000 shares in open market transactions on May 6,
1999 at an average cost of $4.00 per share. In addition,
Mr. Bruce Weksler in trust for his minor children purchased
6,000 shares in open market transactions on or about May 17,
1999 at an average cost of $3.85 per share and 7,600 shares in
open market transactions on or about May 4, 1999 at an
average cost of $3.94 per share.
Mr. Joseph Weksler purchased approximately 11,700 shares
in open market transactions on or about May 20, 1999 at an
average cost of $5.37 per share, and 15,200 shares in open
market transactions on or about May 4, 1999 at an average
cost of $4.00 per share.
There were no other purchases or sales of the Shares by the
Reporting Persons in the past 60 days.
(d) No other person is known by any Reporting Person to have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, any Shares
beneficially owned by any Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer.
None.
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.
BLUE PRINT METALS, INC.
By: /s/ Joseph Weksler
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Name: Joseph Weksler
Title: Secretary
/s/ Bruce Weksler
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Bruce Weksler
/s/ Joseph Weksler
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Joseph Weksler
July 2, 1999
