-----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, TPPBbrHOfUMw97hYvflIXa5BHaFYVfvh6vAbh79zx2x3kixqTil9admE0V8/Omva LdPTET3ppUK8rwlbSb/mEA== 0001012870-99-000254.txt : 19990201 0001012870-99-000254.hdr.sgml : 19990201 ACCESSION NUMBER: 0001012870-99-000254 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990129 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUMAN PHEROMONE SCIENCES INC CENTRAL INDEX KEY: 0000878616 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 943107202 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50071 FILM NUMBER: 99515950 BUSINESS ADDRESS: STREET 1: 4034 CLIPPER CT CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5102266874 FORMER COMPANY: FORMER CONFORMED NAME: EROX CORP DATE OF NAME CHANGE: 19940307 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KAUFMAN MICHAEL D CENTRAL INDEX KEY: 0000897931 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O MK COLONAL VENTURES STREET 2: 2471 E BAYSHORE RD CITY: PALO ALTO STATE: CA ZIP: 94303 MAIL ADDRESS: STREET 2: 2471 E BAYSHORE RD CITY: PALO ALTO STATE: CA ZIP: 94303 SC 13D/A 1 AMENDMENT #1 TO SCHEDULE 13D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1)* HUMAN PHEROMONE SCIENCES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 296022106 - -------------------------------------------------------------------------------- (CUSIP Number) Austin Grose MK Global Ventures 2471 E. BayShore Road Suite 500 Palo Alto, CA 94304 (650) 424-0151 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 30, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If 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 [_]. 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. *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). ================================================================================ - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON Michael D. Kaufman S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON I.D. ####-##-#### - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) (a) [_] (b) [X] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------ NUMBER OF 7. SOLE VOTING POWER 3,143,330 SHARES ----------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY ----------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER 3,143,330 REPORTING ----------------------------------------------------------- PERSON WITH 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,143,330 shares of Issuer's Common Stock - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.2% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - ------------------------------------------------------------------------------ Item 1. Security and Issuer. -------------------- The title of the class of securities to which this Schedule 13D relates is Common Stock ("Issuer Common Stock") of Human Pheromone Sciences, Inc., formerly EROX Corporation (the "Issuer"). The principal executive offices of the Issuer are located at 4034 Clipper Court, Fremont, CA 94538. Item 2. Identity and Background. ----------------------- (a) and (b) This statement is filed on behalf of Michael D. Kaufman ("Kaufman"). The business address for Kaufman is 2471 E. Bayshore Road, Palo Alto, CA 94303. Kaufman is a general partner of various venture capital funds affiliated with MK Global Ventures located at 2417 E. Bayshore Road, Palo Alto, CA 94303. This Amendment No. 1 to Schedule 13D supercedes and replaces that certain Schedule 13D filed on August 31, 1998 with the Securities and Exchange Commission (the "SEC") on behalf of Kaufman. (d) and (e) The disclosures required by paragraphs (d) and (e) of this Item 2 are inapplicable with respect to Kaufman. (f) Kaufman is a United States citizen. Item 3. Source and amount of Funds or Other Consideration. ------------------------------------------------- Of the total number of securities of the Issuer disclosed on the cover page of this Schedule 13D (the "Shares"): (i) 666,667 are shares of Issuer Common Stock held by MK Global Ventures II, a California limited partnership ("MK GVII") over which Kaufman exercises voting and dispositive power; (ii) 1,433,333 are shares of the Issuer's Common Stock issable upon conversion of 1,333,333 shares of the Issuer's Series AA Preferred Stock held by MK GVD Fund, a California limited partnership ("MK GVD") over which Kaufman exercises voting and dispositive power; (iii) 170,830 are shares of Issuer Common Stock held by MK GVD, which it acquired pursuant to open-market transactions from August 12, 1998 through August 21, 1998; (iv) 16,000 are shares of Issuer Common Stock which Kaufman holds jointly with his spouse; (v) 107,500 are shares of the Issuer's Common Stock issuable upon conversion of 100,000 shares of the Issuer's Series AA Preferred Stock held by Kaufman which he acquired pursuant to a certain Series AA Preferred Stock Purchase Agreement, dated August 21, 1997 by and among the Issuer, Kaufman and MK GVD (the "Stock Purchase Agreement"); (vi) 149,000 are shares of the Issuer Common Stock held by Kaufman 17,500 of which he acquired in February 1998 pursuant to open-market transactions and 32,500 of which are issuable upon the exercise of stock options exercisable within 60 days of this filing and (vii) 600,000 are shares of the Issuer's Common Stock issuable upon conversion of 6,000 shares of Series BB Preferred Stock held by MK GVD Fund which it acquired pursuant to private transactions with the Company on December 30, 1998. The aggregate consideration for the purchase of the Shares was $500,000, $2,746,752, and approximately $513,925 in the case of MK GVII, MK GVD and Kaufman, respectively. Such consideration was sourced from personal funds, in the case of Kaufman, and limited partnership investment funds in the case of MK GVII and MK GVD. Item 4. Purpose of Transaction. ---------------------- The purpose of the transactions described in Item 3 above was to acquire securities of the Issuer for investment purposes. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) and (b) Kaufman beneficially owns 3,143,330/1/ shares of Issuer Common Stock, which constitutes 25.2% of the outstanding shares of the Issuer. Kaufman has the sole power to vote or direct the vote, and to dispose or to direct the disposition of the shares beneficially held by him. (c) During the past sixty days, the only transactions by Kaufman involving Issuer Common Stock is described in Item 3 above. (d) Kaufman retains the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities to which this Schedule 13D relates. (e) Inapplicable. Item 6. Contracts, Arrangements, Understandings or Relationships with respect --------------------------------------------------------------------- to Securities of the Issuer. --------------------------- As described in Item 3, MK GVD and Kaufman are parties to the Stock Purchase Agreement pursuant to which they acquired 1,333,333 and 100,000 shares, respectively, of the Issuer's Series AA Preferred Stock. Also in connection with such transaction, MK GVD is entitled to elect one director of the Issuer. MK GVD and Kaufman are also parties to a certain Information and Registration Rights Agreement among the Issuer, Kaufman and MK GVD dated August 19, 1997 (the "Rights Agreement"). Pursuant to the terms of the Rights Agreement, MK GVD and Kaufman possess certain rights with respect to the registration of shares of Issuer Common Stock. Under the Registration Rights Agreement, holders of at least 25% of the Issuer's unregistered Common Stock or Issuer Common Stock issued or issuable upon conversion or exchange of any of the Issuer's securities which are convertible into Issuer Common Stock ("Registrable Securities") may, any time after August 19, 1998, request that the Issuer prepare and file a registration statement, on a form other than Form S-3 with respect to all or part of the Registrable Securities, subject to certain conditions, including the right of the Company to defer such registration for up to 120 days. Additionally, MK GVD and Kaufman, subject to certain conditions, have the right to request, at any time after August 19, 1998, registrations on Form S-3. Further, in the event that the Issuer proposes to register any of its Common Stock under the Securities Act of 1934, as amended, MK GVD and Kaufman are entitled to receive notice, thereof and to include in such registration all or part of the Registrable Securities that they hold, subject to certain conditions, including the right of the underwriters to limit the number of shares of Issuer Common Stock to be included in such registration and underwriting. On October 31, 1997 and June 14, 1998, the Issuer granted to Kaufman stock options to purchase 25,000 and 10,000 shares, respectively, of Issuer Common Stock in connection with Kaufman's services as a director of the Issuer. Such stock options vest at a rate of 1/12/th per month such that they become fully exercisable one year from the date of vesting commencement. Item 7. Materials to be Filed as Exhibits. --------------------------------- Inapplicable. - ----------------------------------- /1/ Please refer to item 3. 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. Dated January 27, 1999 /s/ Michael D. Kaufman --------------------------------------- Signature Michael D. Kaufman Name -----END PRIVACY-ENHANCED MESSAGE-----