UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
HYDRON TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
449020-10-6000
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(CUSIP Number)
Richard Banakus William A. Fagot
82 Verissimo Drive Hydron Technologies, Inc.
Novato, California 94947 2201 West Sample Road, Bldg 9, Suite 7B
(415) 897-9167 Pompano Beach, FL 33073
(954) 861-6400
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 10, 2002
(Date of Event which Requires Filing of this Statement)
In 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 [ ].
SCHEDULE 13D
CUSIP NO. 449020-10-6000
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
RICHARD BANAKUS (SOCIAL SECURITY NO. 077-38-0176)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
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(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 2,963,500
NUMBER OF (see items 3 and 5)
SHARES -----------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 0
EACH -----------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER 2,963,500
WITH (see items 3 and 5)
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10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(see items 3 and 5) 2,963,500
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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)
(see items 3 and 5) 34.0%
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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 ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 3 to the Statement on Schedule 13D (as defined below) amends
and supplements the Statement on Schedule 13D relating to the event date of
December 10, 2002 (the "Schedule 13D") by the Reporting Person relating to the
common stock, par value $.01 per share (the "Common Stock") of Hydron
Technologies, Inc., a New York corporation (the "Issuer"). The address of the
principal executive office of the Issuer is 2201 West Sample Road, Building 9,
Suite 7B, Pompano Beach, Florida 33073.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended to add new paragraphs at the end
thereof as follows:
Pursuant to a Subscription Agreement dated December 10, 2002 (the "Subscription
Agreement") with the Issuer, the Reporting Person subscribed for and purchased
1,250,000 units ("Units"), each Unit comprised of one share of Common Stock and
one option to purchase one share of Common Stock, exercisable for three years
from the date of issue, at a purchase price of $.20 per share ("Option"). The
purchase price for each Unit was $.20 totaling an aggregate price of
$250,000.00. The Reporting Person purchased the Units for cash using personal
funds. See Item 6 for additional information regarding the Subscription
Agreement.
ITEM 4. PURPOSE OF THE TRANSACTION
Item 4 of the Schedule 13D is hereby amended to read in its entirety as follows:
The Reporting Person acquired the Units and the included shares of Common Stock
and Options for purposes of investment. The Reporting Person may acquire
additional shares of Common Stock, from time to time, in open market
transactions or in privately negotiated transactions, or through the exercise of
options, warrants, or other derivative securities. The Reporting Person may also
sell shares of Common Stock based on market conditions and other conditions,
which the Reporting Person may deem relevant.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended to add a new paragraph at the end
to read as follows:
Following completion of the offering, the Reporting Person owned 1,590,000
shares of the 7,050,136 outstanding shares of common stock of the Issuer,
(approximately 22.6% of the total outstanding shares) and had the right to
acquire an additional 1,373,500 shares, including 1,250,000 shares subject to
the option included in the Units, bringing the Reporting Person's beneficial
ownership of shares to 2,963,500 shares (approximately 34.0%).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Reporting Person entered into the Subscription Agreement with the Issuer on
December 10, 2002 and pursuant to the Subscription Agreement acquired 1,250,000
Units for an aggregate purchase price of $250,000 as part of a private placement
of the Units to a limited number of accredited investors in a transaction
exemption exempt from registration under the Securities Act of 1933, as amended.
A copy of the Subscription Agreement is filed as Exhibit A hereto and in
incorporated herein and made a part hereof. The foregoing description of the
Subscription Agreement is qualified in its entirety by reference to the copy of
the Subscription Agreement attached.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
DESCRIPTION OF EXHIBIT EXHIBIT NO.
Subscription Agreement dated November 27, 2002
Between Hydron Technologies, Inc. and Richard Banakus. A
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SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 17, 2002
/s/: Richard Banakus
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Richard Banakus
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EXHIBIT INDEX
DESCRIPTION OF EXHIBIT EXHIBIT NO. PAGE NO.
Subscription Agreement dated November 27, 2002
Between Hydron Technologies, Inc. and Richard Banakus. A 5
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November 27, 2002
Hydron Technologies, Inc.
2201 West Sample Road
Building 9, Suite 7B
Pompano Beach FL 33073
Attn: Mr. William A. Fagot
Chief Financial Officer
Re: Subscription Agreement and Investment Letter
--------------------------------------------
Gentlemen:
The undersigned (the "Subscriber") hereby subscribes to purchase the
number of Units (each a "Unit" and collectively, the "Units") set forth on the
signature page of this Subscription Agreement comprised of (i) one (1) Share
(each a "Share" and collectively the "Shares") of Common Stock, $.01 par value
per share, of Hydron Technologies, Inc. (the "Company") and (ii) an Option to
purchase one (1) share of Common Stock (each an "Option" and collectively, the
"Options") at any time or from time to time exercisable in whole or in part for
a three (3) year period ending on the third anniversary of the date of this
letter agreement at an exercise price of $0.20 per share, at the purchase price
of $0.20 per Unit as follows:
1. The aggregate purchase price for the Units subscribed as set forth on
the signature page is hereby tendered herewith; by delivery of a check
payable to Hydron Technologies, Inc. or by confirmation of a wire
transfer to the Company of immediately available funds through the
United States Federal Reserve System.
2. PRIVATE PLACEMENT. THE OFFER AND SALE OF THE UNITS, COMPRISED OF THE
SHARES, THE OPTIONS AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THE OPTIONS (THE "SECURITIES"), HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES OR "BLUE SKY" LAWS
(COLLECTIVELY "SECURITIES LAWS"), AND THE SECURITIES ARE BEING OFFERED
AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE
SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF
THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE
OFFER AND SALE OF THE SECURITIES OR THE ACCURACY OR ADEQUACY OF ANY
INFORMATION PROVIDED TO THE SUBSCRIBER. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
THE SUBSCRIBER RECOGNIZES AND ACKNOWLEDGES THAT THE RELIANCE BY THE
COMPANY AND ITS OFFICERS AND DIRECTORS UPON SUCH EXEMPTIONS FROM
REGISTRATION ARE, IN PART, BASED UPON THE ACCURACY OF THE
REPRESENTATIONS AND AGREEMENTS OF THE SUBSCRIBER SET FORTH IN THIS
SUBSCRIPTION AGREEMENT.
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3. Representations and Warranties of the Undersigned. The undersigned
acknowledges, represents and warrants to, and agrees with, the Company
as follows:
a. The undersigned has adequate means of providing for current
needs and possible contingencies, and anticipates no need now or
in the foreseeable future to sell the Securities;
b. The undersigned has such knowledge and experience in financial
and business matters that makes the undersigned capable of
evaluating the merits and risks of investment in the Company and
of making an informed investment decision;
c. The undersigned is aware that no federal or state agency has
passed upon the Units or any of the Securities or made any
finding or determination concerning the fairness of this
investment;
d. The undersigned has had an opportunity to ask questions of and
receive answers from representatives of the Company, concerning
the terms and conditions of this investment, and all such
questions have been answered to the full satisfaction of the
undersigned. Such representatives have not, however, rendered
any investment advice to the undersigned with respect to the
suitability of an investment in the Units;
e. The Units for which the undersigned hereby subscribes, the
Shares, the Options, and the Shares of Common Stock for which
such Options may be exercised will be acquired for the
undersigned's own account, for investment only and not with a
view toward resale or distribution in a manner which would
require registration under the Securities Act of 1933, as
amended;
f. The undersigned has been made aware by the Company that
investment in the Units involves a high degree of risk and the
possible loss of the total amount invested;
g. The undersigned acknowledges that neither the Company nor any
representative of the Company has made any representations or
warranties in respect of the Company's business or
profitability;
h. The undersigned, if a corporation, partnership, trust or other
form of business entity is authorized and otherwise duly
qualified to purchase and hold the subscribed for Units. Such
entity has its principal place of business as set forth on the
signature page hereof and if such entity has been formed for the
specific purpose of acquiring the Units subscribed to hereunder,
it hereby agrees to supply any additional written information
that may be required by the Company;
i. All of the information that the undersigned has furnished in
this Subscription Agreement and in the reports of the Company
filed with the Securities and exchange Commission pursuant to
Section 13(a) of the Securities Exchange Act of 1934, as
amended, including without limitation, the Company's annual
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report on Form 10-K for the year ended December 31, 2001 and its
quarterly report on Form 10Q for the period ended September 30,
2002 (the "SEC Reports"), including without limitation, those
with respect to the undersigned's financial position and
business status is correct and complete as of the date of this
Subscription Agreement. In the event that there is a material
change in such information prior to the time Units are sold to
the Subscriber pursuant to this Subscription Agreement, the
undersigned will immediately furnish the revised or corrected
information to the Company;
j. The Subscriber understands that the Company has no obligation to
register the Securities, except as expressly hereinafter set
forth, and the Company may not be able to effect such
registration;
k. The Subscriber acknowledges that he has had the opportunity to
ask questions of, and receive answers from, the Company
concerning the business and financial condition of the Company;
and the opportunity to review the Company's Annual Report on
Form 10-K for Fiscal Year ended December 31, 2001 together with
all other reports filed by the Company pursuant to Section 13 of
the Securities Exchange Act of 1934 subsequent to the filing of
such Form 10-K through the date of the execution and delivery of
this agreement;
l. No warranties or representations have been made to the
Subscriber by any officer, director, employee or agent of the
Company, except as expressly set forth herein;
m. The Subscriber has evaluated the risks of purchasing the Units;
determined that the purchase of the Shares is a suitable
investment; has adequate financial resources for an investment
of such character; the Subscriber alone or with its
representative, has such knowledge and experience in financial
and business matters that the Subscriber is capable of
evaluating the merits and risks of the purchase of the Units;
and
n. The warranties and representations made herein by the Subscriber
are accurate, true and correct, and may be relied upon by the
Company in connection with the issuance of the Units hereunder
to the Subscriber.
4. Registration Rights. The Company hereby grants to the Subscriber the
following registration rights:
a. The Company hereby grants to the Subscriber the right,
exercisable at any time and from time to time during the term of
this Agreement, if it proposes to file a registration statement
with respect to any class of security under the Securities Act
of 1933, as amended (the "Act"), to include in such registration
statements, any or all of the Shares or the Shares of Common
Stock issuable upon exercise of the options (the "Registrable
Securities");
b. The Company shall bear any and all expenses of the registrations
referred to above, including, but not limited to, legal,
accounting and printing fees; providing, however, that the
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Company shall not be obligated to pay any fees and disbursements
of counsel for holder of Registrable Securities, any
underwriters' discount or commission in respect of such
Registrable Securities, payment of which shall, in each case, be
the sole responsibility of the Subscriber; and
c. The registration rights granted hereby are not applicable to a
registration statement filed by the Company under the Act on
Form S-4 or S-8 or any successor forms.
5. Limitation on Transfer of Shares. THERE ARE SUBSTANTIAL RESTRICTIONS ON
THE TRANSFERABILITY OF THE SHARES OF COMMON STOCK AND THE SUBSCRIBER MAY
BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THE INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. The undersigned acknowledges that the shares
of Units to be acquired pursuant to this Subscription Agreement and the
shares of Common Stock to be issued upon conversion of such shares may
not be sold unless such sale is exempt from registration under the
Securities Act. The undersigned further agrees to be responsible for
compliance with all conditions on transfer imposed by any applicable
State Blue Sky or securities law. Each stock certificate representing
shares of Units or shares of Common Stock to be received upon conversion
shall bear a legend in the form of Annex A hereto stating that such
shares are subject to restrictions on transfer pursuant to applicable
federal and state securities law.
6. Indemnification. The undersigned understands the meaning and legal
consequences of the representations and warranties in this Subscription
Agreement, and hereby agrees to indemnify and hold harmless the Company,
its officers, directors, attorneys and agents, from and against any and
all loss, damage or liability due to or arising out of a breach of any
such representations or warranties;
7. Miscellaneous.
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a. This Agreement constitutes the entire agreement and
understanding of the parties hereto and no amendment,
modification of waiver of any provision herein shall be
effective unless in writing, executed by the party charged
therewith.
b. This Agreement shall be construed, interpreted and enforced in
accordance with and shall be governed by the laws of the State
of New York without regard to the principles of conflicts of
laws.
c. No party has incurred, nor will incur any liability for
brokerage fees or commissions in connection with the
transactions contemplated hereby, and all parties warrant that
no third party was instrumental in consummating this transaction
so as to earn any such fee.
d. Any notice or other communication under the provisions of this
Agreement shall be in writing, and shall be given by postage
prepaid, registered or certified mail, return receipt requested,
by hand delivery with an acknowledgement copy requested, or by
the Express Mail service offered by the United States Post
Office, directed to the addresses set forth herein, or to any
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new address of which any party hereto shall have informed the
others by the giving of notice in the manner provided herein.
Such notice or communications shall be effective, if sent by
mail, three (3) days after it is mailed within the continental
United States; if sent by Express Mail Service, one (1) day
after it is mailed; or by hand delivery, upon receipt.
IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement for
the following number of Units:
Number of Units subscribed for: 1,250,000
Total purchase price (number of shares x $0.20): $ 250,000
/s/: Richard Banakus
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(Signature of Subscriber)
Richard Banakus
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(Please print name, if signing for corporation or other entity, please also
print title of signature and name of entity)
077-38-0176
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(Social Security or Tax Identification Number, if applicable)
Execution Date: November 27, 2002
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Mailing address of Subscriber (please print):
82 Verissimo Drive
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Novato, CA 94947
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(City) (State) (Zip Code)
415-897-9167
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(Telephone Number)
Accepted: If less than the entire subscription is accepted:
Number of Units accepted: __________________
Total purchase price (number of Units x $0.20) $_________________
HYDRON TECHNOLOGIES, INC.
/s/: William A. Fagot
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Name: William A. Fagot
Title: Chief Financial Officer
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ANNEX A
RESTRICTIVE STOCK LEGEND
The number of units (each a "Unit" and collectively, the "Units") set
forth on the signature page of this Subscription Agreement comprised of (i) one
(1) Shares of the Common Stock, $0.01 par value per share ("Common Stock") of
Hydron Technologies, Inc., a Florida corporation (the "Corporation"), and (ii)
an option to purchase one (1) share of Common Stock (each and "Option" and
collectively, the "Options") at any time or from time to time exercisable in
whole or in part for a three (3) year period ending on the third anniversary of
the date of this letter agreement at an exercise price of $0.20 per share, are
subject to certain restrictions on transfer under federal and applicable state
securities law. Certificates evidencing Shares and shares of Common Stock to be
issued upon exercise of the Options shall both bear the following restrictive
legends with respect to such restrictions:
"These securities have not been registered under the Securities Act
of 1933, as amended (the "Act"), or applicable state securities
laws. They may not be sold, offered for sale, pledged or
hypothecated in the absence of a registration in effect with
respect to the securities under the Act and registration or
qualification under applicable state securities laws or, if
reasonably requested by the Corporation, an opinion of counsel
satisfactory to the Corporation that such registration or
qualification is not required."
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