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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)*
Sel-Leb Marketing, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
816082 309
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(CUSIP Number)
James Martin Kaplan, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue, New York, New York 10174 (212) 885-5000
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(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications)
April 6, 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(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
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* 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 8 Pages
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SCHEDULE 13D
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CUSIP NO. 816082 309 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paul Sharp
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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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
NUMBER OF 174,846
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH Not applicable
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
174,846
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10 SHARED DISPOSITIVE POWER
Not applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
174,846
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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)
15.4%
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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 ITEM 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 8 Pages
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SCHEDULE 13D
Item 1 - Security and Issuer.
This Amendment No. 1 (the "Amendment") to Schedule 13D dated
July 20, 1995 relates to the Common Stock, par value $.01 per share ("Common
Stock"), of Sel-Leb Marketing, Inc., a New York corporation (the "Company").
This Amendment reflects certain information required to be disclosed herein
pursuant to Rule 13d-2 promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended, with respect to the
disposition by Paul Sharp of beneficial ownership of shares of Common Stock of
the Company. All information contained herein with respect to the Common Stock
(including the number of shares underlying options held by Mr. Sharp and the
exercise price therefor) give effect to the Company's February 1996
three-for-one stock split of the Common Stock and the June 1998 one-for-eight
reverse stock split of the Common Stock.
The address of the Company's principal executive office is 495
River Street, Paterson, New Jersey 07524.
Item 2 - Identity and Background.
This Amendment is being filed by Paul Sharp, the President,
Chief Executive Officer and a director of the Company. The business address of
Mr. Sharp is c/o Sel-Leb Marketing, Inc., 495 River Street, Paterson, New Jersey
07524.
Mr. Sharp's principal occupation is President and Chief
Executive Officer of the Company.
During the last five years, Mr. Sharp has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, Mr. Sharp has not 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.
Mr. Sharp is a U.S. citizen.
Page 3 of 8 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
Immediately prior to the date of the events which require the
filing of this Amendment, Mr. Sharp beneficially owned (i) 183,687 shares of
Common Stock, (ii) options to purchase 7,500 shares of Common Stock at an
exercise price of $4.75 per share, which options were granted to Mr. Sharp on
April 1, 1999 under the Company's 1995 Stock Option Plan, as amended (the "Stock
Option Plan"), (iii) options to purchase 5,000 shares of Common Stock at an
exercise price of $2.50 per share, which options were granted to Mr. Sharp on
January 6, 1999 under the Stock Option Plan, (iv) options to purchase 12,500
shares of Common Stock at an exercise price of $.875 per share, which options
were granted to Mr. Sharp on October 8, 1998 under the Stock Option Plan, and
(v) options to purchase 2,812 shares of Common Stock at an exercise price of
$.875 per share, which options were granted to Mr. Sharp on December 26, 1996
under the Stock Option Plan. All options granted under the Stock Option Plan
vest over a three-year period from the date of grant, with twenty-five percent
(25%) of the shares subject to a grant being immediately vested and exercisable
and an additional twenty-five percent (25%) of such shares vesting and becoming
exercisable on each of the first three anniversaries of the date of grant, and
expire ten years after the date of grant.
On April 6, 1999, Mr. Sharp sold in the open market an
aggregate of 10,800 shares of Common Stock, as follows:
Number of Shares Price
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3,000 $8.875
4,000 $9.00
3,000 $9.75
800 $11.25
On April 12, 1999, Mr. Sharp acquired an aggregate of 6,400
shares of Common Stock upon the exercise of stock options held by Mr. Sharp
having an aggregate exercise price of $7,494.75. Also on April 12, 1999, Mr.
Sharp sold in the open market 6,400 shares of Common Stock, as follows:
Number of Shares Price
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1,800 $8.50
3,000 $9.75
1,200 $9.9375
400 $10.00
Page 4 of 8 Pages
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All of Mr. Sharp's purchases of Common Stock, including
purchases upon exercise of stock options held by him, were from Mr.
Sharp's personal funds.
Item 4. Purpose of Transaction.
Mr. Sharp acquired his shares of Common Stock for investment
purposes. Depending upon various factors, including, but not limited to (i) the
Company's business, prospects and financial condition and other developments
concerning the Company, (ii) available opportunities for Mr. Sharp to acquire or
dispose of the Common Stock, (iii) other business opportunities available to Mr.
Sharp and (iv) other relevant factors, Mr. Sharp may in the future take such
actions with respect to his holdings in the Common Stock as he deems appropriate
in light of the circumstances and conditions existing from time to time. Such
actions may include the purchase of additional Common Stock in the open market,
the purchase of additional Common Stock in privately negotiated transactions
(including privately negotiated purchases from the Company or other stockholders
of the Company) or otherwise, the exercise of his options, and the disposition,
from time to time or at any time, of all or a portion of the Company's
securities now owned or hereafter acquired by Mr. Sharp, either in a sale in the
open market or in privately negotiated transactions to one or more purchasers.
Except as described above, Mr. Sharp has not formulated any
plans or proposals which relate to or would result in any of the following:
(a) The acquisition by any person of additional
securities of the Company, or the disposition of securities of the
Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(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;
Page 5 of 8 Pages
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(f) Any other material change in the Company's business
or corporate structure;
(g) Changes 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) Causing a class of securities of the Company 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;
(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, as amended; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) and (b) Mr. Sharp is the beneficial owner of 174,846
shares of Common Stock, which shares represent, in the aggregate, approximately
15.4% of the issued and outstanding shares of Common Stock as of the date
hereof. The shares of Common Stock beneficially owned by Mr. Sharp include
172,887 shares of Common Stock owned directly by him and an aggregate of 1,959
shares of Common Stock issuable upon exercise of options held by him which are
currently exercisable. The number of shares of Common Stock beneficially owned
by Mr. Sharp does not include an aggregate of 19,453 shares underlying options
held by him which are not exercisable within 60 days of the date hereof.
Hence, Mr. Sharp has sole power to vote or direct the vote of
174,846 shares of Common Stock, shared power to vote or direct the vote of no
shares of Common Stock, sole power to dispose or to direct the disposition of
174,846 shares of Common Stock and shared power to dispose or to direct the
disposition of no shares of Common Stock.
(c) Except for the option exercises and stock sales effected
by Mr. Sharp in April 1999, each as described elsewhere herein, no transactions
in Common Stock were effected by the person named in response to paragraphs (a)
and (b) of this Item 5 during the period beginning sixty days prior to the date
of the event which requires the filing of this statement.
(d) No person other than Mr. Sharp has the right to receive or
the power to direct the receipt of dividends from the shares of Common Stock
beneficially owned by Mr. Sharp or the right
Page 6 of 8 Pages
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to receive or the power to direct the receipt of the proceeds from
the sale of such shares.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Sharp and any person with respect
to any securities of the Company, including, but not limited to, transfer or
voting of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None
Page 7 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: May 12, 1999
/s/ Paul Sharp
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Paul Sharp
Page 8 of 8 Pages
