-----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, Rv/5sJMogfynesAsWI75+wkjtZUuuuZeJPYM2te9c9TiJeIboMgI/xThbi8wi7GO 85Dix3XeS/vEWfID5Il5LQ== 0000898430-96-002316.txt : 19960530 0000898430-96-002316.hdr.sgml : 19960530 ACCESSION NUMBER: 0000898430-96-002316 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960529 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COOPER DEVELOPMENT CO CENTRAL INDEX KEY: 0000720062 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 942876745 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37633 FILM NUMBER: 96573646 BUSINESS ADDRESS: STREET 1: 2420 SAND HILL RD STREET 2: STE 300 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 4152332727 MAIL ADDRESS: STREET 1: 2420 SAND HILL ROAD STREET 2: SUITE 300 CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER COMPANY: FORMER CONFORMED NAME: COOPERBIOMEDICAL INC DATE OF NAME CHANGE: 19860501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KRUTTSCHNITT THEODORE H CENTRAL INDEX KEY: 0000903484 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 415-348-7400 MAIL ADDRESS: STREET 1: 1350 BAYSHORE BLVD SUITE 850 CITY: BURLINGTON STATE: CA ZIP: 94010 SC 13D/A 1 SCHEDULE 13D/A AMENDMENT NO. 19 --------------------------- OMB APPROVAL --------------------------- OMB number: 3235-0145 Expires: August 31, 1991 Estimated average burden hours per response... 14.90 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 19)* ---- COOPER DEVELOPMENT COMPANY ------------------------------------------------------------- (Name of Issuer) COMMON STOCK --------------------------------------------------- (Title of Class of Securities) 216655-10-0 ----------------------------------------- (CUSIP Number) Theodore H. Kruttschnitt, 1350 Bayshore Highway, Suite 850, Burlingame, CA 94010 (415) 348-7400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 22, 1996 - -------------------------------------------------------------------------------- (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 [_]. Check the following box if a fee is being paid with the statement [_]. (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. *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). Page 1 of 4 Pages - ----------------------- --------------------- CUSIP NO. 216655-10-0 SCHEDULE 13D PAGE 2 OF 4 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Theodore H. Kruttschnitt - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 N/A - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) OR 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 U.S.A. - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 1,089,149 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 1,089,149 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,089,149 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 30% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 5 Pages KRUTTSCHNITT/COOPER DEVELOPMENT COMPANY INFORMATION STATEMENT ON SCHEDULE 13D Item 1. Security and Issuer: - ------- -------------------- Warrants to purchase Common Stock of Cooper Development Company 16160 Caputo Drive Morgan Hill, CA 95037 Item 2. Identity and Background: - ------- ------------------------ (a) Theodore H. Kruttschnitt (b) 1350 Bayshore Highway, Suite 850, Burlingame, California 94010 (c) Investor. Mr. Kruttschnitt is a Director of Cooper Development Company. (d) None (e) None (f) U.S.A. Item 3. Source and Amount of Funds or Other Consideration: - ------- -------------------------------------------------- The warrants to purchase common stock were issued in consideration of the provision of a $1,000,000 line of credit and the first draw of $500,000 under such line of credit. Item 4. Purpose of Transaction: - ------- ----------------------- Mr. Kruttschnitt is currently reporting the acquisition of warrants to purchase 428,714 shares of the Issuer's common stock which warrants were issued in connection with the provision by Mr. Kruttschnitt of a $1,000,000 line of credit. The warrants to purchase 428,714 shares of the Issuer's common stock acquired by Mr. Kruttschnitt and reported hereby were acquired for investment purposes. Mr. Kruttschnitt is a also reporting that he could acquire warrants to purchase up to an additional 143,000 shares of the Issuer's common stock as the Issuer draws down the remaining $500,000 under the line of credit. Item 5. Interest in Securities of the Issuer: - ------- ------------------------------------- (a) As of May 22, 1996, Mr. Kruttschnitt owned beneficially or of record 1,089,149 shares (30%) of the Issuer's common stock. Mr. Kruttschnitt has the right to acquire an additional 728,370 shares of the Issuer's Common Stock upon the conversion of an aggregate of $1,474,049 principal amount of the Issuer's promissory notes held by him and the right to acquire 1,000,000 shares of Common Stock upon the exercise of warrants issued pursuant to that certain Note and Warrant Purchase Agreement dated November 10, 1995 between the Issuer and Mr. Kruttschnitt and another party (all warrants issued pursuant to the foregoing agreement are referred to herein as the "Prior Warrants"). If Mr. Kruttschnitt and holders of the aggregate principal amount of similar notes which are outstanding were to convert such notes, Mr. Kruttschnitt would then own an aggregate of 1,817,519 shares (35.73%) of the Issuer's Common Stock. If, following such conversion of the notes, Mr. Kruttschnitt and the other holder of the Prior Warrants which are currently outstanding were to exercise such Prior Warrants, Mr. Kruttschnitt would then own an aggregate of 2,817,519 shares (39.76%) of the Issuer's Common Stock. If, following such conversion of the notes and such exercise of the Prior Warrants, Mr. Kruttschnitt and the other holder of warrants issued pursuant to the Note and Warrant Purchase Agreement dated May 22, 1996 (all warrants issued to date pursuant to the foregoing agreement are referred to herein as the "New Warrants") which are currently outstanding were to exercise such New Warrants, Mr. Kruttschnitt would then own an aggregate of 3,246,233 shares (40.86%) of the Issuer's Common Stock. (b) N/A (c) N/A (d) None (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect - ------- --------------------------------------------------------------------- to Securities of the Issuer: ---------------------------- N/A Item 7. Material to be filed as Exhibits: - ------- --------------------------------- N/A 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. May 24, 1996 /s/ Theodore H. Kruttschnitt ______________________________ Theodore H. Kruttschnitt -----END PRIVACY-ENHANCED MESSAGE-----