SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
BUREAU OF ELECTRONIC PUBLISHING, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
12115P101
(CUSIP Number)
Goida Wilk
377 Lange Leemstraat
Antwerpen, Belgium
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 15, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-I(b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with the statement. [X] (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.
(Continued on following pages)
*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).
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Schedule 13D
CUSIP No. 12115P101 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Newark Sales Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
7. SOLE VOTING POWER
128,000
8. SHARED VOTING POWER
N/A
9. SOLE DISPOSITIVE POWER
256,000
10. SHARED DISPOSITIVE POWER
N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
256,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.02%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Item 1. Security and Issuer
This statement relates to Common Stock, $.001 par value per share (the
"Common Stock"), of Bureau of Electronic Publishing, Inc. (the "Company"). The
address of the principal executive office of the Company is 619 Alexander Road,
Princeton, New Jersey 08540.
Item 2. Identity and Background
(a) This statement is filed on behalf of Newark Sales Corporation
("NSC").
(b) The business address for NSC is 102 Lange Herentalse Straat,
Antwerpen, Belgium.
(c) NSC's principal business is financial investments, which are
conducted at the address above.
(d) During the last five years, NSC has not been convicted in a
criminal proceeding.
(e) During the last five years, NSC has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
relating to the violation of any federal or state securities law.
(f) NSC is organized under the laws of the Bahamas.
Item 3. Source and Amount of Funds or other Consideration
All of the funds used in the acquisition of Common Stock or warrants to
acquire Common Stock came from internal working capital.
Item 4. Purpose of Transaction
All securities listed under Item 5 below have been acquired for
investment. NSC has no plans with respect to any of such securities which is
referred to in Items 4(a)-4(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) NSC owns 128,000 shares of Common Stock and warrants to purchase an
additional 128,000 shares of Common Stock. Assuming that the total number of
shares of Common Stock is 4,126,148 and that all warrants reported herewith were
exercised, NSC would own 6.02% of the total outstanding.
(b) NSC has the sole power to vote and direct the disposition of the
128,000 shares of Common Stock it owns and the sole power to direct the
disposition of the warrants.
(c) Pursuant to a private placement, on July 15, 1996, NSC purchased
from the Company 3.2 units ("Units") at $50,000 per Unit. Each Unit consists of
40,000 shares of Common Stock and warrants ("Warrants") to purchase an
additional 40,000 shares of Common Stock at $2.00. The Warrants expire as
follows: warrants to purchase 20,000 shares expire on the third anniversary of
the date of issuance or, if earlier, on the date when (a) there shall have been
filed a registration statement with respect to the shares underlying the
Warrants which shall have been effective for not less than ninety consecutive
days, and (b) the closing price per share of Common Stock on the Nasdaq shall
not have been less than $5.00 for 20 consecutive trading days; warrants to
purchase 20,000 shares expire on the third anniversary of the date of issuance
or, if earlier, on the date when (a) there shall have been filed a registration
statement with respect to the shares underlying the Warrants which shall have
been effective for not less than ninety consecutive days, and (b) the closing
price per share of Common Stock on the Nasdaq shall not have been less than
$10.00 for 20 consecutive trading days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: July 29, 1996
NEWARK SALES CORPORATION
By: /s/ Goida Wilk
Goida Wilk, President
