-----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, PUXcb9ak+BMIi5f+sbVWu6yMQ2xnSJlD4KVN+JSG4auH1ptrXePhDqx8d6uF82rl r26pLSSOuyLycNgdPTWwaA== 0001022950-96-000002.txt : 19960924 0001022950-96-000002.hdr.sgml : 19960924 ACCESSION NUMBER: 0001022950-96-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960923 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNAGRO TECHNOLOGIES INC CENTRAL INDEX KEY: 0000895565 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 880219860 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46945 FILM NUMBER: 96633182 BUSINESS ADDRESS: STREET 1: 16000 STUEBNER AIRLINE STREET 2: STE 420 CITY: SPRING STATE: TX ZIP: 77379 BUSINESS PHONE: 7133706700 MAIL ADDRESS: STREET 1: 16000 STUEBNER AIRLINE STREET 2: STE 420 CITY: SPRING STATE: TX ZIP: 77379 FORMER COMPANY: FORMER CONFORMED NAME: N-VIRO RECOVERY INC DATE OF NAME CHANGE: 19940531 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LASSAK ANDREW M CENTRAL INDEX KEY: 0001022950 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5550 GLADES RD SUITE 206 CITY: BACA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5613911628 MAIL ADDRESS: STREET 1: 7 ST CLOUD LANE CITY: BOCA RATON STATE: FL ZIP: 33431 SC 13D 1 CUSIP No: 871562203 1) Reporting Person & SS# or Tax ID: Andrew M. Lassak SS# ###-##-#### 2) Check Correct Box if Member of Group: (a) / / (b) / / 3) SEC Use only 4) Source of Funds: / WC / 5) Check if Disclosure of Legal Proceedings Required by Items 2(d) or 2(e): / / 6) Citizenship or Co.'s Location: USA No. Shares Beneficially Owned by Filer, With... 7) Sole Voting Power: 663,800* 8) Shared Voting Power: 0 9) Sole Dispositive Power: 663,800* 10) Shared Dispositive Power: 0 11) Aggregate Beneficially Owned by Filer: 663,800* 12) Check if Amount in (11) Excludes Certain Shares: / / 13) Percent of Class by Amount in (11): / 9.56% /* 14) Type of Filer: Andrew M. Lassak IN * Figures marked with asterisks assume conversion of warrants and rights solely held by Mr. Lassak to common shares. See Item 5 (a)(b) in this Schedule 13D for a full breakdown Item 1. SECURITY AND ISSUER The classes of securities to which this Schedule 13D relate are shares, warrants and rights of common stock of Synagro Technologies, Inc. ("SYGR"), whose principle executive offices are located at 16000 Stuebner Airline, Suite 420, Spring, Texas 77379. Item 2. IDENTITY AND BACKGROUND (a)-(c),(f) This statement is being filed by Andrew M. Lassak (the filer), 7 St. Cloud Lane, Boca Raton, FL 33431. The filer is employed by Joseph Charles and Associates, Inc. (JCA), located at 5550 Glades Road, Suite 206, Boca Raton, Florida 33431. JCA is an investment banking firm which makes markets in NASD securities. Mr. Lassak is an account executive at JCA whose primary duties involve buying and selling small cap securities for institutional clients. Mr. Lassak is a U.S. citizen. (d)-(e) Mr. Lassak has not been convicted in a criminal proceeding in the past five years (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation of such law. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Mr. Lassak has purchased Synagro Technologies common stock and warrants to purchase common shares through open market transactions. He has also received equity units from Synagro as consideration for services rendered in the company's October, 1995 secondary offering. Item 4. PURPOSE OF THE TRANSACTION The filer has acquired common shares and equities convertible to common stock as an investment. Mr. Lassak intends to review on a continuing basis his investments in Synagro's common stock, Synagro's business affairs and financial condition, as well as conditions in the securities markets and general economic and industry conditions. Mr. Lassak may purchase additional Synagro shares in the open market, in privately-negotiated transactions, and/or any other means. Additionally, he may dispose of Synagro securities either in the open market, in privately-negotiated transactions, and/or by other means. Item 5. INTEREST IN SECURITIES OF THE ISSUER (a)(b) As of September 20, 1996, Mr. Lassak owns shares, warrants and rights units totaling 663,800 shares. His stake consists of 67,600 common shares, warrants to purchase 428,200 shares at $2.40 per share expiring in the year 2000, and rights to acquire 14,000 units at $16.20 per unit with each unit consisting of 6 common shares and 6 purchase warrants. The Synagro 8K dated July 18, 1996 reported 6,349,000 shares outstanding as of June 30, 1996 on a pro forma basis upon Synagro's acquisition of Pima Gro, Inc. Based on this number and assuming conversion and registration of all Mr. Lassak's warrants and rights (increasing shares outstanding to 6,945,200), Mr. Lassak owns approximately 9.56% of the Synagro common stock. (c) Between July 15 and 23,1996, Mr. Lassak purchased 67,600 common shares in the open market at prices from $1.0933 to $1.097 per share. Additionally, from May 10, 1996 to September 12, 1996, he bought 428,200 warrants in the open market at prices between $.1875 and $.455 per warrant. The warrants are convertible to common stock at an exercise price of $2.40 per share, expiring on October 12, 2000. Lastly, Mr. Lassak will receive 14,000 rights units from Synagro on October 1, 1996, in consideration for services rendered in the company's $6,000,000 secondary offering in October, 1995. Each unit consists of six common shares and six warrants exercisable into common stock at $3.24 per share. The units have registration rights effective upon receipt. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Mr. Lassak has no contract, arrangement, understanding or relationship with any other person with respect to any securities of Synagro including the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. MATERIAL TO BE FILED AS EXHIBITS Not applicable. SIGNATURE After due inquiry, and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Andrew M. Lassak 9/23/96 -----END PRIVACY-ENHANCED MESSAGE-----