UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
KIRLIN HOLDING CORP.
(Name of Issuer)
Common Stock, $.0001 par value per share
(Title Class of Securities)
497629 10 5
(CUSIP Number)
Check the following box if a fee is being paid with this statement |_|. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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 the
disclosures provided in a prior cover page.
The information required in the remaining 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).
SEC 1745 (2/92)
<PAGE>
CUSIP No. 497629 10 5 13G Page 2 of 6 Pages
- ------------------------------- ------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT A. PADUANO
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|x|
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -----------------------------------------------------------------------------
5 SOLE VOTING POWER
96,046
NUMBER OF ----------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY - 0 -
EACH ----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 96,046
----------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,046
- -----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- ------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%
- ------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a) Name of Issuer: Kirlin Holding Corp.
Item 1(b) Address of Issuer's Principal Executive Offices:
6901 Jericho Turnpike
Syosset, New York 11791
Item 2(a) Name of Person Filing: Robert A. Paduano
Item 2(b) Address of Principal Business Office or, if none, Residence:
6901 Jericho Turnpike
Syosset, New York 11791
Item 2(c) Citizenship: United States of America
Item 2(d) Title of Class of Securities: Common Stock, $.0001 par value
per share
Item 2(e) CUSIP Number: 497629 10 5
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19)
of the Act
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act
(e) [ ] Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund;
see ss. 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with ss.
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(H)
<PAGE>
Item 4. Ownership
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any month described in
Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned: 96,046
(b) Percent of Class: 7.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 96,046
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of:
96,046
(iv) shared power to dispose or to direct the disposition
of: -0-
The number of shares indicated as being owned by the Reporting
Person includes (A) 48,000 shares of Common Stock issuable
upon the exercise of stock options granted to the Reporting
Person by the Issuer and (B) 8,046 shares of Common Stock
issuable upon the exercise of warrants issued to the Reporting
Person by the Issuer, all of which options and warrants were
exercisable on December 31, 1996 or would become exercisable
within 60 days of December 31, 1996. The number of shares
indicated does not include 15,000 shares of Common Stock
issuable upon exercise of stock options granted to the
Reporting Person by the Issuer that do not become exercisable
until January 12, 1998.
On January 14, 1997, the Reporting Person transferred by gift
4,000 shares to each of three trusts of which he serves as
co-trustee and which were established for the benefit of his
three minor children. Accordingly, as of January 14, 1997, the
Reporting Person shares voting and dispositive power over such
shares.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
<PAGE>
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
<PAGE>
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.
April 3, 1997
---------------------
Date
/s/ Robert A. Paduano
---------------------
Signature
Robert A. Paduano
---------------------
Title: Director
<PAGE>
