UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
NUWAVE TECHNOLOGIES, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE, UNDERWRITER AND/OR PLACEMENT AGENT COMMON
STOCK AND WARRANTS COMPENSATION AND PUBLIC WARRANTS
(Title of Class of Securities)
67065M-10-2
(CUSIP Number)
ANDREA KRAMER, ROAN/MEYERS ASSOCIATES, L.P., 17 STATE STREET, 19TH
FLOOR, NEW YORK, NY 10004, 212-742-4200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
06/15/00
(Date of Event which Requires Filing of this Statement)
CUSIP No. 67065M-10-2
1.
Bruce Meyers
2.
(a)
Not Applicable
(b)
Not Applicable
3.
SEC Use Only
4.
PF
5.
Not Applicable
6.
United States of America
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
1,147,080
8.
Shared Voting Power
Not Applicable
9.
Sole Dispositive Power
1,147,080
10.
Shared Dispositive Power
Not Applicable
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,147,080
12.
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
Not Applicable
13.
Percent of Class Represented by Amount in Row (11)
10.8
14.
Type of Reporting Person (See Instructions)
IN
Item 1.
Security and Issuer
SECURITIES:
COMMON STOCK, $.01 PAR VALUE (SYMBOL - WAVE)
ISSUER:
NUWAVE TECHNOLOGIES, INC., ONE PASSAIC AVENUE, FAIRFIELD, NY 07004
Item 2.
Identity and Background
(a)
Bruce Meyers
(b)
315 East 86th Street, Suite 17GE, New York, NY 10028
(c)
Investment Banker, Roan/Meyers Associates, L.P., 17 State
Street, 19th Floor, New York, NY 10004
(d)
Not Applicable
(e)
Not Applicable
(f)
United States of America
Item 3.
Source and Amount of Funds or Other Consideration
Personal Funds
Item 4.
Purpose of Transaction
The purpose of holding these securities is to achieve long-term capital gains.
Bruce Meyers has no plans or proposals to report relating to the Issuer.
(a)
Bruce Meyers may convert Warrants into Common stock or may
acquire or dispose of shares of Common stock and/or publicly
traded Warrants from time to time in the marketplace for such
securities, depending upon market conditions, personal tax
considerations, etc.
(b)
Not Applicable
(c)
Not Applicable
(d)
Not Applicable
(e)
Not Applicable
(f)
Not Applicable
(g)
Not Applicable
(h)
Not Applicable
(i)
Not Applicable
(j)
Not Applicable
Item 5.
Interest in Securities of the Issuer
(a)
The aggregate number of shares of Common stock, assuming the
exercise of all Warrants, is 1,147,080. This number, which
represents 10.8 % of the Common Stock, is derived as follows:
1. Janssen/Meyers Associates, L.P., Financial Consultant,
Underwriter and Private Placement Agent to the Issuer, received
compensation in part in the form Warrants to purchase Common
stock at various exercise prices, adjusted for dilution. Such
compensation has been redistributed to the General Partner of
Janssen/Meyers Associates, L.P. and reallocated to individual
partners, including Bruce Meyers. The following information is
reported only with reference to the holdings of Bruce Meyers.
a. Financial Consultant Warrants:
Warrants to Purchase 27,546 shares of Common Stock at
$4.00/share with an exercise expiration date of 03/03/03.
b. Initial Public Offering Warrants
Various Units Consisting of Warrants to Purchase Common Stock,
all of which Warrants expire on 05/11/03:
Unit #1
1. Warrants to Purchase 78,917.2 shares of Common Stock at an
exercise price of $2.59/share, and
2. Warrants to Purchase 59,188.9 shares of Common Stock at an
exercise price of $3.24/share.
Unit #2
1. Warrants to Purchase 10,320.9 shares of Common Stock at an
exercise price of $3.06/share, and
2. Warrants to Purchase 7,740.7 shares of Common Stock at an
exercise price of $3.24/share.
Unit #3
1. Warrants to Purchase 8,680.4 shares of Common Stock at an
exercise price of $2.90/share, and
2. Warrants to Purchase 6,510.3 shares of Common Stock at an
exercise price of $3.24/share.
Unit #4
1. Warrants to Purchase 3,832.5 shares of Common Stock at an
exercise price of $2.60/share, and
2. Warrants to Purchase 2,874.3 shares of Common Stock at an
exercise price of $3.24/share.
Unit #5
1. Warrants to Purchase 3,635.0 shares of Common Stock at an
exercise price of $2.50/share, and
2. Warrants to Purchase 2,726.3 shares of Common Stock at an
exercise price of $3.24/share.
Unit #6
1. Warrants to Purchase 5,145.2 shares of Common Stock at an
exercise price of $2.55/share, and
2. Warrants to Purchase 3,858.9 shares of Common Stock at an
exercise price of $3.24/share.
c. Placement Agent Warrants:
Warrants to Purchase 117,484.2 shares of Common Stock at an
exercise price of $3.16/share and Warrants to Purchase 58,742.1
shares of Common Stock at an exercise price of $3.95/share. All
such Warrants have an exercise expiration date of 03/14/05.
2. Open Market Purchases by Bruce Meyers
From time to time, Bruce Meyers has purchased in the open
market for his own account shares of Common Stock and Publicly
Traded Warrants. At present, Bruce Meyers owns 184,100 shares of
Common Stock (WAVE), 73,104 WAVEZ Warrants and 11,700 WAVEW
Warrants so purchased.
3. Private Placement Purchases by Bruce Meyers
Bruce Meyers purchased Private Placement Units for his personal
account on the same terms and conditions offered to all other
accredited investors who may have participated in the Private
Placement Offering.. These transactions provide for the
ownership interest in 270,270 shares of Common Stock and 202,703
WAVEZ Warrants.
4. Other Accounts
The Bruce Meyers Keogh Money Purchase Pension Plan has acquired
7,000 shares of Common Stock and 1,000 WAVEW Warrants through
open market purchases.
(b)
Bruce Meyers has sole power over all reported Common Stock owned
and over the decision whether to exercise any or all Warrants
owned to Common Stock at any time while such Warrants are extant
on payment of required exercise price.
(c)
Not Applicable
(d)
Not Applicable
(e)
Not Applicable
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Not Applicable
Item 7.
Material to Be Filed as Exhibits
Not Applicable
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.
Date : June 22, 2000
Signature: /s/ Bruce Meyers
Name/Title: Bruce Meyers
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
