-----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, Vmifr6KJdBFhGavQJCWR2ULgW7N4QMN/pUm/n+P+BG838YL6vSIbe5tQYpAnq8qz raa0vjps8WqlGCo7RDxgsQ== 0000889812-96-000744.txt : 19960626 0000889812-96-000744.hdr.sgml : 19960626 ACCESSION NUMBER: 0000889812-96-000744 CONFORMED SUBMISSION TYPE: SC 13D CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960625 SROS: NASD GROUP MEMBERS: HUBERFELD LAURA GROUP MEMBERS: HUBERFELD-BODNER FAMILY FOUNDATION, INC. GROUP MEMBERS: LAURA HUBERFELD/NAOMI BODNER PARTNERSHIP GROUP MEMBERS: NAOMI BODNER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: H E R C PRODUCTS INC CENTRAL INDEX KEY: 0000919010 STANDARD INDUSTRIAL CLASSIFICATION: SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS [2842] IRS NUMBER: 860570800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46231 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 3622 N 34TH AVE CITY: PHOENIX STATE: AZ ZIP: 85017 BUSINESS PHONE: 6022332212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUBERFELD LAURA CENTRAL INDEX KEY: 0000949608 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 5163711557 MAIL ADDRESS: STREET 1: 250 LONGWOOD CROSSING CITY: LAWRENCE STATE: NY ZIP: 11559 SC 13D 1 GENERAL STATEMENT OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* H.E.R.C. PRODUCTS INCORPORATED (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 404165 10 2 (CUSIP Number) Oscar D. Folger, Esq. 521 Fifth Avenue, New York, NY 10175 212-697-6464 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-I(b)(3) or (4), check the following box [ ] Check the following box if a fee is being paid with the statement. [X] (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7) 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. (Continued on following pages) (Page 1 of Pages) *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). Schedule 13D CUSIP No. 404165 10 2 13D Page ___ of ____ Pages ------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Laura Huberfeld ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7. SOLE VOTING POWER N/A 8. SHARED VOTING POWER 252,576 9. SOLE DISPOSITIVE POWER 4,286 10. SHARED DISPOSITIVE POWER 652,576 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 504,286 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] Ms. Huberfeld disclaims beneficial ownership of 152,576 shares included in Rows 8 and 10 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.3% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT Schedule 13D CUSIP No. 404165 10 2 13D Page ___ of ____ Pages ------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Naomi Bodner ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7. SOLE VOTING POWER N/A 8. SHARED VOTING POWER 252,576 9. SOLE DISPOSITIVE POWER 4,286 10. SHARED DISPOSITIVE POWER 652,576 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 504,286 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] Ms. Bodner disclaims beneficial ownership of 152,576 shares included in Rows 8 and 10 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.3% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT Schedule 13D CUSIP No. 404165 10 2 13D Page ___ of ____ Pages ------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Laura Huberfeld/Naomi Bodner Partnership 13-3747316 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York 7. SOLE VOTING POWER 100,000 8. SHARED VOTING POWER N/A 9. SOLE DISPOSITIVE POWER 500,000 10. SHARED DISPOSITIVE POWER N/A 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.2% 14. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT Schedule 13D CUSIP No. 404165 10 2 13D Page ___ of ____ Pages ------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Huberfeld-Bodner Family Foundation, Inc. 13-3682951 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [x] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York 7. SOLE VOTING POWER 152,576 8. SHARED VOTING POWER N/A 9. SOLE DISPOSITIVE POWER 152,576 10. SHARED DISPOSITIVE POWER N/A 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 152,576 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT Page _ of _ Pages Item 1. Security and Issuer This statement relates to Common Stock, $.01 par value per share (the "Common Stock"), of H.E.R.C. Products Incorporated (the "Company"). The address of the principal executive office of the Company is 3622 North 34th Avenue, Phoenix, Arizona 85017. Item 2. Identity and Background (a) This statement is filed on behalf of Laura Huberfeld, Naomi Bodner, the Laura Huberfeld/Naomi Bodner Partnership of which Laura Huberfeld and Naomi Bodner are the sole general partners ("Partnership"), and the Huberfeld-Bodner Family Foundation, Inc. of which Laura Huberfeld and Naomi Bodner are officers ("Foundation")(collectively the "Reporting Persons"). (b) The business address for all Reporting Persons is 152 West 57th Street, New York, New York 10019. (c) Mmes. Huberfeld and Bodner's principal occupation is personal investments. Partnership is a New York general partnership engaged in investments and financial advice. Foundation, a New York corporation, is a charitable foundation. All Reporting Persons conduct their respective businesses primarily at the address above. (d) On January 7, 1993, David Bodner, President of Foundation and Murray Huberfeld, Vice-President of Foundation pled guilty in Federal District Court in the Eastern District of New York to illegal possession of a false identification document in connection with taking a government administered examination. Each of Messrs. Huberfeld and Bodner were fined $5,000 for this misdemeanor offense. (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction relating to the violation of any federal or state securities law. (f) Each of the individual Reporting Persons is a US citizen. Item 3. Source and Amount of Funds or other Consideration All of the funds used in the acquisition of Common Stock or warrants to acquire Common Stock came from personal or internal working capital of the Reporting Persons. Foundation's ownership of Common Stock is the result of a donation by Mmes. Huberfeld and Bodner. Page _ of _ Pages Item 4. Purpose of Transaction All securities listed under Item 5 below have been acquired for investment. None of the Reporting Persons has any plans with respect to any of such securities which is referred to in Items 4(a)-4(j) of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) The following table shows the beneficial ownership of each of the Reporting Persons in the Company's Common Stock, the basis of such ownership, and the percentage of the total number of outstanding shares of Common Stock as of April 28, 1995. The table assumes that the total number of outstanding shares of the Company's Common Stock is 2,350,000. Number of Shares Percentage of Name Beneficially Owned Outstanding Shares - ---- ------------------ ------------------ Laura Huberfeld/ Naomi Bodner Partnership(1) 500,000 18.2% Laura Huberfeld(2) 504,286 18.3% Naomi Bodner(2) 504,286 18.3% Foundation 152,576 6.5% (1) Includes 400,000 shares of Common Stock issuable upon exercise of warrants. (2) Includes 500,000 shares owned by or issuable to Partnership, in which Mmes. Huberfeld and Bodner share beneficial ownership. Also includes for each, 4,286 shares of Common Stock issuable upon exercise of warrants. Does not include for each 152,576 shares owned by Foundation, which is a charitable foundation of which Laura Huberfeld and Naomi Bodner are officers. Mmes. Huberfeld and Bodner disclaim beneficial ownership of any of the Common Stock owned by the Foundation. (b) Mmes. Huberfeld and Bodner share voting and dispositive power over all securities owned by Partnership. There is no written arrangement respecting these shares voting and dispositive powers. (c) The following table sets forth transactions in the Company's Common Stock since January 30, 1995 by the Reporting Persons or their affiliates. All transactions were effected in open market trading. Page _ of _ Pages
Number of Purchase Name Date Shares or Sale Price - ---- ---- ------ ------- ----- Foundation (1) 2/10/95 6,000 Purchase $2.955 Foundation 3/08/95 10,000 Purchase $2.9375 Foundation 3/15/95 4,000 Purchase $1.875 Partnership 3/20/95 1,000 Purchase $2.25 Partnership 3/28/95 3,500 Sale $2.09375 Foundation 3/28/95 4,000 Sale $2.09375 Foundation 3/30/95 2,000 Purchase $2.125 Foundation 3/30/95 1,000 Purchase $2.125 Foundation 3/30/95 500 Purchase $2.125 Foundation 4/04/95 3,000 Sale $3.59375 Foundation 4/04/95 5,000 Sale $3.59375 Foundation 4/05/95 1,350 Sale $3.71875 Partnership 4/06/95 100 Sale $3.50 Foundation 4/06/95 3,000 Sale $3.84375 Foundation 4/13/95 1,000 Purchase $3.625 Foundation 4/18/95 1,000 Purchase $3.50 Foundation 4/18/95 2,000 Purchase $3.4375 Foundation 4/18/95 1,000 Purchase $3.1875 Foundation 4/24/95 12,150 Sale $3.0625 (1) Mmes. Huberfeld and Bodner disclaim beneficial ownership of any of the Common Stock owned by the Foundation. (d) None. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Page _ of _ Pages Item 7. Material to be Filed as Exhibits (1) Subscription Agreement between the Company and Partnership, dated March 29, 1995. (2) Warrant of the Company for the purchase of 400,000 shares issued to Laura Huberfeld/Naomi Bodner Partnership, dated April 6, 1995. (3) Agreement among Reporting Persons to Joint Filing of Schedule 13D. Page _ of _ Pages SIGNATURES After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: May 1, 1995 LAURA HUBERFELD/NAOMI BODNER PARTNERSHIP By: /s/ Laura Huberfeld Title: General Partner /s/ Laura Huberfeld Laura Huberfeld /s/ Naomi Bodner Naomi Bodner HUBERFELD-BODNER FAMILY FOUNDATION, INC. By: /s/ Murray Huberfeld Vice President
EX-99.3 2 AGREEMENT JOINT FILING OF SCHEDULE 13D EXHIBIT 3 Agreement Joint Filing of Schedule 13D The undersigned hereby agree to jointly prepare and file a Schedule 13D and any future amendments thereto reporting each of the undersigned's ownership of securities of H.E.R.C. Products Incorporated and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned. Dated: , 1995 LAURA HUBERFELD/NAOMI BODNER PARTNERSHIP By: _____________________ By: _____________________ - ------------------------- Laura Huberfeld - ------------------------- Naomi Bodner HUBERFELD-BODNER FAMILY FOUNDATION, INC. By: ___________________________________ -----END PRIVACY-ENHANCED MESSAGE-----