-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E6MKOqAw0xkg9/Y8f1O4soEG5tUQ4MwISLNuJ2ZLqJ3sC8OgpLFE6hxrbgK7WDzx 5jABkmH7ovt650uSRr5ePg== /in/edgar/work/20000627/0000934979-00-000022/0000934979-00-000022.txt : 20000920 0000934979-00-000022.hdr.sgml : 20000920 ACCESSION NUMBER: 0000934979-00-000022 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000627 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUWAVE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001009802 STANDARD INDUSTRIAL CLASSIFICATION: [3663 ] IRS NUMBER: 223387630 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-59187 FILM NUMBER: 661434 BUSINESS ADDRESS: STREET 1: ONE PASSAIC AVE CITY: FAIRFIELD STATE: NJ ZIP: 07004 BUSINESS PHONE: 9738828810 MAIL ADDRESS: STREET 1: ONE PASSAIC AVE CITY: FAIRFIELD STATE: NJ ZIP: 07004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEYERS BRUCE CENTRAL INDEX KEY: 0000934979 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O ROAN/MEYERS ASSOCIATES LP STREET 2: 17 STATE STREET - 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 MAIL ADDRESS: STREET 1: C/O ROAN/MEYERS ASSOCIATES LLP STREET 2: 17 STATE STREET - 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D 1 0001.txt 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) -----END PRIVACY-ENHANCED MESSAGE-----