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UNITED STATES Expires: December 31, 1997
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SCHEDULE 13D
(Rule 13D-101)
Under the Securities Exchange Act of 1934
(Amendment No. __)
KIRLIN HOLDING CORP. .
(Name of Issuer)
Common Stock, $.0001 par value per share
(Title Class of Securities)
497629 10 5
(CUSIP Number)
Peter M. Ziemba, Esq.
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016-2097
(212) 818-8800
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 5, 1996
(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).
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CUSIP No. 497 629 10 5 13D Page 2 of 6 Pages
- ------------------------------- -----------------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David O. Lindner
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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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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
|
| 391,046
NUMBER OF |----------------------------------------------------------
SHARES | 8 SHARED VOTING POWER
BENEFICIALLY |
OWNED BY | 0
EACH |----------------------------------------------------------
REPORTING | 9 SOLE DISPOSITIVE POWER
PERSON |
WITH | 391,046
|----------------------------------------------------------
| 10 SHARED DISPOSITIVE POWER
|
| 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
391,046
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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)
28.8%
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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
The class of equity securities to which this Schedule relates
is the common stock, $.0001 par value ("Common Stock"), of Kirlin Holding Corp.
("Issuer"), a Delaware corporation, whose principal executive offices are
located at 6901 Jericho Turnpike, Syosset, New York 11791.
The percentage of beneficial ownership reflected in this
Schedule is based upon 1,302,330 shares of Common Stock outstanding on September
30, 1996, which number has been obtained from Issuer's Quarterly Report on Form
10-QSB for the quarter ended September 30, 1996.
Item 2. Identity and Background
(a) Name: This Schedule is being filed on behalf of David O. Lindner
("Lindner").
(b) Business Address: Lindner has a business address of c/o Kirlin Securities,
Inc., 6901 Jericho Turnpike, Syosset, New York 11791.
(c) Principal Business: Lindner is the Chairman of the Board and Chief
Executive Officer of the Company and its wholly-owned subsidiary, Kirlin
Securities, Inc. The Issuer, through its subsidiary, is primarily engaged
in securities brokerage, securities trading and investment banking.
(d) During the last five years, Lindner has not been convicted in any criminal
proceeding.
(e) During the last five years, Lindner 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.
Item 3. Source and Amounts of Funds or Other Consideration
Lindner expended $70,000 in personal funds in connection with
the acquisition of beneficial ownership of the additional shares of Common Stock
which causes this Schedule to be filed.
Item 4. Purpose of Transaction
On December 5, 1996, Lindner acquired by purchase in a private
transaction 35,000 shares of Common Stock for an aggregate purchase price of
$70,000. Lindner 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. Lindner has no present plans 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 (although in connection
with the proposed adoption of new requirements for quotation of the Issuer's
Common Stock on The Nasdaq SmallCap Market it is expected that the Issuer may
increase its Board of Directors to include one or more additional "independent"
directors); any material change in the present
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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,
bylaws 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 to become 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) Lindner beneficially owns 391,046 shares of Common Stock,
or approximately 28.8% of the outstanding shares of Common Stock of the Issuer.
This includes (A) 48,000 shares of Common Stock issuable upon the exercise of
stock options granted to Lindner by the Issuer, and (B) 8,046 shares of Common
Stock issuable upon the exercise of warrants issued to Lindner by the Issuer,
all of which options and warrants are currently exercisable or exercisable
within 60 days. The number of shares indicated does not include 15,000 shares of
Common Stock issuable upon exercise of stock options granted to Lindner by the
Issuer that do not become exercisable until January 12, 1998.
(b) Lindner has sole voting and dispositive power with respect
to the 335,000 shares of Common Stock owned by him. Upon his exercise of the
options and warrants, Lindner will have sole voting and dispositive power over
the shares of Common Stock issuable upon exercise of such options and warrants.
(c) On December 5, 1996, Lindner acquired 35,000 shares of
Common Stock at a price of $2.00 per share in a private transaction.
(d) No one other than Lindner has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Common Stock beneficially owned by Lindner.
(e) Not applicable.
Item 6. Contracts, Agreements, Understandings or Relationships with Respect to
Securities of Issuer
Pursuant to a Stock Option Agreement, dated January 12, 1996,
between the Issuer and Lindner, the Issuer granted to Lindner an option to
purchase 33,000 shares of Common Stock. This option becomes exercisable, at a
price of $5.50 per share, as follows: 18,000 on January 12, 1997; and 15,000 on
January 12, 1998. The option expires on January 11, 2001.
Pursuant to a Purchase Option Agreement, dated January 18,
1995, between the Issuer and Lindner, the Issuer granted to Lindner an option to
purchase 8,046 shares of Common Stock. This option is exercisable, at an
exercise price of $11.00 per share, commencing on November 14, 1995 and expiring
on November 13, 1999.
Pursuant to a Stock Option Agreement, dated August 1, 1994,
between the Issuer and Lindner, the Issuer granted to Lindner an option to
purchase 30,000 shares of Common Stock. This option
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becomes exercisable at an exercise price of $11.00 per share, as follows: 10,000
on December 31, 1994; 10,000 on December 31, 1995; and 10,000 on December 31,
1996. The option expires on July 31, 1999.
Item 7. Materials to be Filed as Exhibits
Exhibit 1 Stock Option Agreement, dated January 12,
1996, between the Issuer and Lindner
granting Lindner an option to purchase
33,000 shares of Common Stock, incorporated
by reference to Exhibit 10.6 to Issuer's
Form 10-KSB for the fiscal year ended
December 31, 1995.
Exhibit 2 Purchase Option, dated January 18, 1995,
between the Issuer and Lindner granting
Lindner an option to purchase 8,046 shares
of Common Stock, incorporated by reference
to Exhibit 4.2 to Issuer's Registration
Statement on Form SB-2 declared effective
November 14, 1994.
Exhibit 3 Stock Option Agreement, dated August 1,
1994, between the Issuer and Lindner
granting Lindner an option to purchase
30,000 shares of Common Stock, incorporated
by reference to Exhibit 10.4 to Issuer's
Registration Statement on Form SB-2 declared
effective November 14, 1994.
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SIGNATURE
After reasonable inquiry and to the best of knowledge and
belief, it is certified that the information set forth in this statement is
true, complete and correct.
Dated: April 3, 1997
By: /s/ David O. Lindner
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David O. Lindner
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