-----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, T6F5TXstqY41ZQEYjb8vKAj4KnSkcw6y9F0BXYG/u3SxjrUOfrXcynD7ymdzeLq5 r/l3OY1U7RKiA2vyoFpWEQ== 0001017920-99-000012.txt : 19990122 0001017920-99-000012.hdr.sgml : 19990122 ACCESSION NUMBER: 0001017920-99-000012 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRYOMEDICAL SCIENCES INC CENTRAL INDEX KEY: 0000834365 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 943076866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-40587 FILM NUMBER: 99509285 BUSINESS ADDRESS: STREET 1: 1300 PICARD DR STE 102 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3014177070 MAIL ADDRESS: STREET 1: 1300 PICCARD DRIVE SUITE 102 CITY: ROCKVILLE STATE: MD ZIP: 20850 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRESLOW & WALKER CENTRAL INDEX KEY: 0001017920 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 767 THIRD AVE STREET 2: 31ST FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128321930 MAIL ADDRESS: STREET 1: 767 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: WALKER BRESLOW L DATE OF NAME CHANGE: 19960702 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. _)* CRYOMEDICAL SCIENCES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.001 PER SHARE (Title of Class of Securities) 229049 (CUSIP Number) December 16, 1998 (Date of Event which Requires Filing this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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). (Continued on following page(s)) CUSIP No. 229049 13G 1 Name of Reporting Persons Howard S. Breslow I.R.S. Identification Nos. of Above Persons (Entities Only) C 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [X] 3 SEC Use Only 4 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 5 Sole Voting Power 1,088,000 6 Shared Voting Power 6,480,000 7 Sole Dispositive Power 1,088,000 8 Shared Dispositive Power 6,480,000 9 Aggregate Amount Beneficially Owned By Each Reporting Person 7,568,000 10 Check Box if the Aggregate Amount in Row (9) excludes Certain Shares* [ ] C 11 Percent of Class Represented by Amount in Row (9) 18.4% 12 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 229049 13G 1 Name of Reporting Persons Breslow & Walker, LLP I.R.S. Identification Nos. of Above Persons (Entities Only) C 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [X] 3 SEC Use Only 4 Citizenship or Place of Organization New York Number of Shares Beneficially Owned By Each Reporting Person With 5 Sole Voting Power 2,880,000 6 Shared Voting Power - 7 Sole Dispositive Power 2,880,000 8 Shared Dispositive Power - C 9 Aggregate Amount Beneficially Owned By Each Reporting Person 2,880,000 10 Check Box if the Aggregate Amount in Row (9) excludes Certain Shares* [ ] 11 Percent of Class Represented by Amount in Row (9) 7.9% 12 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 229049 13G 1 Name of Reporting Persons B&W Investment Associates I.R.S. Identification Nos. of Above Persons (Entities Only) C 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [X] 3 SEC Use Only 4 Citizenship or Place of Organization New York Number of Shares Beneficially Owned By Each Reporting Person With 5 Sole Voting Power 3,600,000 6 Shared Voting Power - 7 Sole Dispositive Power 3,600,000 8 Shared Dispositive Power - C 9 Aggregate Amount Beneficially Owned By Each Reporting Person 3,600,000 10 Check Box if the Aggregate Amount in Row (9) excludes Certain Shares* [ ] 11 Percent of Class Represented by Amount in Row (9) 9.7% 12 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer: Cryomedical Sciences, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 1300 Piccard Drive, Suite 102, Rockville, MD 20850 Item 2(a). Name of Person Filing: (i) Howard S. Breslow (ii) Breslow & Walker, LLP (iii) B&W Investment Associates Item 2(b). Address of Principal Business Office or, if None, Residence: (i) Howard S. Breslow 100 Jericho Quadrangle Jericho, New York 11753 (ii) Breslow & Walker, LLP 767 Third Avenue New York, New York 10017 (iii) B&W Investment Associates 100 Jericho Quadrangle Jericho, New York 11753 Item 2(c). Citizenship: (i) Howard S. Breslow - United States (ii) Breslow & Walker, LLP - New York (iii) B&W Investment Associates - New York Item 2(d). Title of Class of Securities: Common Stock, par value $.001 per share ("Common Stock") Item 2(e). CUSIP Number: 229049 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(l)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(l)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(l)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) [ ] Group, in accordance with Rule 13d- l(b)(l)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box [X]. Item 4. Ownership. (a) Amount beneficially owned: 7,568,000 shares of Common Stock of Cryomedical Sciences, Inc., comprised of (i) 268,000 shares of Common Stock held in the name of Howard S. Breslow, (ii) warrants to purchase 2,880,000 shares of Common Stock at $.25 per share held in the name of Breslow & Walker, LLP, (iii) warrants to purchase 3,600,000 shares of Common Stock at $.25 per share held in the name of B&W Investment Associates, and (iv) Non-Incentive Stock Options to purchase 820,000 shares of Common Stock held in the name of Howard S. Breslow. (b) Percent of class: (1) Howard S. Breslow - 18.4% (2) Breslow & Walker, LLP - 7.9% (3) B&W Investment Associates - 9.7% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: (1) Howard S. Breslow - 1,088,000 shares (2) Breslow & Walker, LLP - 2,880,000 shares (3) B&W Investment Associates - 3,600,000 shares (ii) Shared power to vote or to direct the vote: Howard S. Breslow - 6,480,000 shares (iii) Sole power to dispose or to direct the disposition of: (1) Howard S. Breslow - 1,088,000 shares (2) Breslow & Walker, LLP - 2,880,000 shares (3) B&W Investment Associates - 3,600,000 shares (iv) Shared power to dispose or to direct the disposition of: Howard S. Breslow - 6,480,000 shares Item 5. Ownership of Five Percent of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Joel M. Walker, a partner in Breslow & Walker, LLP and B&W Investment Associates, has, together with Howard S. Breslow, the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities held by B&W Investment Associates and Breslow & Walker, LLP that are the subject of this filing. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. None. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certifications. By signing below each of the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned each certify that the information set forth in this statement is true, complete and correct. Dated: January 19, 1999 /s/ Howard S. Breslow Howard S. Breslow BRESLOW & WALKER, LLP By: /s/ Howard S. Breslow Howard S. Breslow Partner B&W INVESTMENT ASSOCIATES By: /s/ Howard S. Breslow Howard S. Breslow Partner -----END PRIVACY-ENHANCED MESSAGE-----