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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. 5)*
GLOBAL PAYMENT TECHNOLOGIES, INC. (Formerly, COIN BILL VALIDATOR, INC.)
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(Name of Issuer)
Common Stock, $.01 Par Value
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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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 6, 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).
(PAGE 1 OF 5 PAGES)
<PAGE>
SCHEDULE 13D
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CUSIP NO. 192583102 PAGE 2 OF 5 PAGES
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
Odyssey Financial Company
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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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7 SOLE VOTING POWER
0
---------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ---------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH ---------------------------------------------
10 SHARED DISPOSITIVE POWER
400,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
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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%
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14 TYPE OF REPORTING PERSON*
PN
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 192583102 PAGE 3 OF 5 PAGES
- ------------------- -----------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
Stephen Katz
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
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 of America
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7 SOLE VOTING POWER
1,265,800
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 491,300
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
400,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,265,800
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
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CUSIP NO. 192583102 PAGE 4 OF 5 PAGES
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This statement is filed pursuant to Rule 13d-2(a) under the Securities
Exchange Act of 1934, as amended, with respect to securities beneficially owned
by the reporting persons specified herein as of November 6, 1997 and amends the
Schedule 13D dated May 31, 1996, as amended August 26, 1996, as amended October
24, 1996, as amended January 21, 1997, and as amended June 9, 1997 (the
"Schedule 13D"). Except as set forth herein, the information previously set
forth in the Schedule 13D remains unchanged.
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates consists
of shares (the "Shares") of common stock, par value $.01 per share (the "Common
Shares"), of Global Payment Technologies, Inc. (formerly Coin Bill Validator,
Inc.) a Delaware corporation (the "Company"). The address of the Company's
principal executive offices is 20 East Sunrise Highway, Suite 201, Valley
Stream, New York 11788. On September 4, 1997 the Company's Board of Directors
effectuated a two-for-one stock dividend (the "Dividend") on its outstanding
shares of Common Stock. All references herein to share amounts have been
adjusted to give effect to the Dividend.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The 266,670 shares of Common Stock reported herein are issuable upon the
exercise of options granted to Stephen Katz under the Company's 1994 and 1996
Stock Option Plans. See Item 5(c) below.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Katz does not have any present plans or proposals which relate to or
would result in: (a) the acquisition or disposition by any person of additional
securities of the Company, (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, (c) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries, (d) any change in
the present board of directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the board, (e) any material change in the present capitalization or
dividend policy of the Company, (f) any other material change in the Company's
business or corporate structure, (g) any change in the Company's charter,
by-laws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Company by any person, (h) a class of
securities of the Company to be delisted from a national securities exchange or
cease being authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934 or (j) any action
similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The number of Common Shares beneficially owned by Odyssey is
400,000, comprising 7.3% of the outstanding Common Shares.
<PAGE>
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CUSIP NO. 192583102 PAGE 5 OF 5 PAGES
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The number of Common Shares beneficially owned by Mr. Katz is 1,265,800
comprising 21.5% of the outstanding Common Shares. Of such 1,265,800 Common
Shares reported, 400,000 Common Shares are issuable upon the exercise of
immediately exercisable stock options granted under the Company's 1994 and 1996
Stock Option Plans.
(b) The number of Common Shares as to which Mr. Katz has sole voting
power is 1,265,800 (after giving effect to 400,000 Common Shares issuable upon
the exercise of immediately exercisable stock options granted under the
Company's 1994 and 1996 Stock Option Plans), of which Odyssey has shared
dispositive power as to 400,000 Shares and Mr. Katz has shared dispositive power
as to 400,000 Shares and sole dispositive power as to 491,300 Common Shares.
(c) On March 19, 1996 (the "Grant Date"), the Company granted to Mr.
Katz options to purchase an aggregate of 400,000 shares of Common Stock under
the Company's 1994 and 1996 Stock Option Plans, which options were exercisable
in cumulative annual installments of 33-1/3% per year on each of the first three
anniversaries of the Grant Date. On November 6, 1997, the Company entered into
an Employment Agreement with Mr. Katz under which 266,670 options not previously
exercisable became immediately and fully exercisable.
(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 400,000 Common
Shares as to which Mr. 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, 176,500 Common Shares as to which Mr. 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, 198,000 Common Shares as to which Mr. Katz exercises sole voting power. Mr.
Katz currently (i) exercises 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, 491,300 Common Shares.
After reasonable inquiry and to the best of its or his knowledge and
belief, the undersigned each certifies that the information set forth in this
statement is true, complete and correct.
Dated: November 17, 1997
ODYSSEY FINANCIAL COMPANY
By: /s/ Stephen Katz
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Stephen Katz, General Partner
/s/ Stephen Katz
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STEPHEN KATZ
