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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.3)*
COIN BILL VALIDATOR, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
192583102
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(CUSIP Number)
Mr. Stephen Katz
Odyssey Financial Company
20 East Sunrise Highway, Suite 200, Valley Stream, New York 11581
(516) 887-0491
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 2, 1997
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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 [_].
CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THE STATEMENT [_]. (A fee is
not required only if the reporting 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.)
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).
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
================================================================================
CUSIP NO. 192583102 PAGE __ OF __ PAGES
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Odyssey Financial Company
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York State
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH ---------------------------------------------------------------
REPORTING
PERSON 8 SHARED VOTING POWER
WITH
0
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
200,000
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
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<PAGE>
SCHEDULE 13D
================================================================================
CUSIP NO. 192583102 PAGE __ OF __ PAGES
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen Katz
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 539,185
OWNED BY
EACH ---------------------------------------------------------------
REPORTING
PERSON 8 SHARED VOTING POWER
WITH
0
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
76,665
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
539,185
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.1%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
CUSIP No. 192583102
This Amendment No. 3 to Schedule 13D is being filed to report a
change in the number of Common Shares previously reported as beneficially owned
by Stephen Katz. Except as set forth in Item 5 below, the information previously
set forth in this Schedule 13D remains unchanged.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The number of Common Shares beneficially owned by Odyssey is
200,000, comprising 7.3% of the outstanding Common Shares. The number of Common
Shares beneficially owned by Katz is 539,185 (after giving effect to the
withdrawal in May and June 1996 of 13,200 Common Shares, and on January 2, 1997
of 29,500 Common Shares, from the voting trust for which Katz acts as voting
trustee, and the acquisition by Katz of 10,000 Common Shares on January 2, 1997,
and including 66,665 Common Shares subject to options that will vest and become
exercisable on March 19, 1997, which Common Shares are deemed beneficially owned
by Katz as of January 18, 1997), comprising 19.1% of the outstanding Common
Shares.
(b) The number of Common Shares as to which Katz has sole voting
power is 539,185 (after giving effect to the withdrawal in May and June 1996 of
13,200 Common Shares, and on January 2, 1997 of 29,500 Common Shares, from the
voting trust for which Katz acts as voting trustee, and the acquisition by Katz
of 10,000 Common Shares on January 2, 1997, and including 66,665 Common Shares
subject to options that will vest and become exercisable on March 19, 1997,
which Common Shares are deemed beneficially owned by Katz as of January 18,
1997) of which Odyssey has sole dispositive power as to 200,000 Common Shares
and Katz has sole dispositive power as to 76,665 Common Shares.
(c) (i) On May 21, 1996, Vogel removed and gave as a gift 1,000
Common Shares from a nominee account all of the Common Shares of which were to
have been included in the voting trust. On June 24, 1996 and June 26, 1996,
Vogel withdrew 2,500 and 9,700 Common Shares, respectively, from the voting
trust (which Common Shares were distributed to Vogel).
(ii) On January 2, 1997, the Trust withdrew 29,500 Common
Shares from the voting trust (which Common Shares were distributed to the
Trust.) On such date, in a private transaction, Katz purchased 10,000 of such
Common Shares from the Trust for an aggregate purchase price of $70,000.
(iii) On March 19, 1997, options to purchase an aggregate
of 66,665 Common Shares (including Incentive Stock Options granted under the
Company's 1994 Stock Option Plan to purchase 16,666 Common Shares at an exercise
price of $6.00 per share; Non-Qualified Stock Options granted under the
Company's 1994 Stock Option Plan to purchase 16,666 Common Shares at an exercise
price of $6.00 per share; and Non-Qualified Stock Options granted under the
Company's 1996 Stock Option Plan to purchase 33,333 Common Shares at an exercise
price at $6.60 per share) will vest and become exercisable by Katz. Accordingly,
as of January 18, 1997, Katz may be deemed to beneficially own 66,665 Common
Shares subject to such options.
(d) Odyssey currently has the right to receive and the power to
direct the receipt of dividends from, and the proceeds from the sale of, 200,000
Common Shares as to which Katz exercises sole voting power. The Trust currently
has the right to receive and the power to direct the receipt of dividends from,
and the proceeds from the sale of, 163,520 Common Shares as to which Katz
exercises sole voting power. Vogel currently has the right to receive and the
power to direct the receipt of dividends from, and the proceeds from the sale
of,
<PAGE>
CUSIP No. 192583102
99,000 Common Shares as to which Katz exercises sole voting power. Katz
currently (i) exercise sole voting power as to, and (ii) has the right to
receive and the power to direct the receipt of dividends from, and the proceeds
from the sale of, 76,665 Common Shares.
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.
Dated: January 21, 1997 ODYSSEY FINANCIAL COMPANY
By: /s/ Stephen Katz
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Stephen Katz, General Partner
By: /s/ Stephen Katz
-----------------------------
Stephen Katz
