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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
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)
Laura Huberfeld
152 West 57th Street, New York, New York 10019
212-581-0500
(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).
Schedule 13D
CUSIP No. 12115P101 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laura Huberfeld
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
400,000
8. SHARED VOTING POWER
N/A
9. SOLE DISPOSITIVE POWER
800,000
10. SHARED DISPOSITIVE POWER
N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.68%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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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
Naomi Bodner
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
400,000
8. SHARED VOTING POWER
N/A
9. SOLE DISPOSITIVE POWER
800,000
10. SHARED DISPOSITIVE POWER
N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.68%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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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 Laura Huberfeld
and Naomi Bodner (together, the "Reporting Persons").
(b) The business address for the Reporting Persons is 152
West 57th Street, New York, New York 10019.
(c) Mmes. Huberfeld and Bodner's principal occupation is
personal investments. Reporting Persons conduct their respective
businesses primarily at the address above.
(d) During the last five years, neither one of the
Reporting Persons has been convicted in a criminal proceeding.
(e) During the last five years, neither one of the
Reporting Persons has 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) Each of the individual Reporting Persons is a US
citizen.
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 personal capital of
the Reporting Persons.
Item 4. Purpose of Transaction
All securities listed under Item 5 below have been acquired
for investment. Reporting Persons have 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) Each Reporting Person owns 400,000 shares of Common
Stock and warrants to purchase an additional 400,000 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
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exercised, each Reporting Person would own 17.68% of the total
outstanding. Together the Reporting Persons would own 32.48%
(b) Mmes. Huberfeld and Bodner each disclaim beneficial
ownership in the Common Stock owned by the other party which are
reported herewith. There is no written arrangement respecting
voting and dispositive powers with respect to the Common Stock.
(c) Pursuant to a private placement, on July 15, 1996, Ms.
Huberfeld and Ms. Bodner each purchased from the Company 10 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
See the disclosures under Items 2 and 5(b).
Item 7. Material to be Filed as Exhibits
(1) Agreement among Reporting Persons to Joint Filing
of Schedule 13D.
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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 25, 1996
/s/ Laura Huberfeld
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Laura Huberfeld
/s/ Naomi Bodner
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Naomi Bodner
EXHIBIT 1
Agreement
Joint Filing of Schedule 13D
The undersigned hereby agree to jointly prepare and file a
Schedule 13D and any future amendments thereto reporting each of
the undersigned's ownership of securities of Bureau of Electronic
Publishing, Inc. and hereby affirm that such Schedule 13D is
being filed on behalf of each of the undersigned.
Dated: July 25, 1996
/s/ Laura Huberfeld
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Laura Huberfeld
/s/ Naomi Bodner
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Naomi Bodner
