-----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, PO7/44JTUN9BnZAqIetQYfgFroSZ8taASRy7jKYg8cKrd4rt1ySc5/9a62+wVqmP soKr6+SJu7vEBxAxJJGT1g== 0000950147-98-000951.txt : 19981118 0000950147-98-000951.hdr.sgml : 19981118 ACCESSION NUMBER: 0000950147-98-000951 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981117 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SKOLNIKS INC CENTRAL INDEX KEY: 0000821124 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 133074492 STATE OF INCORPORATION: DE FISCAL YEAR END: 0730 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40313 FILM NUMBER: 98754294 BUSINESS ADDRESS: STREET 1: 7755 E GRAY RD STREET 2: STE 100 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 6024439640 MAIL ADDRESS: STREET 1: 7755 E GRAY RD STREET 2: STE 100 CITY: SCOTSDALE STATE: AZ ZIP: 85240 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DENNIS WILEY SAM CENTRAL INDEX KEY: 0001031171 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SKOLNIKS INC STREET 2: 7755 EAST GRAY ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 6024431415 SC 13D/A 1 AMENDMENT #3 TO SCHEDULE 13D -------------------------- OMB APPROVAL -------------------------- OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours to perform.....14.90 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* Skolniks, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 830798-401 ------------------------------- (CUSIP Number) Wiley Sam Dennis, 7755 East Gray Road, Suite 100, Scottsdale, Arizona 85260 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 13, 1998 and July 22, 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). - ------------------------ -------------------- CUSIP NO. 830798 40 1 SCHEDULE 13D Page 2 of 7 Pages - ------------------------ -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WILEY SAM DENNIS - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (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 UNITED STATES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 2,553,998(1)(2)(3) NUMBER OF ------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH ------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 2,553,998(1)(2)(3) ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,553,998(1)(2)(3) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.82%(1)(2)(3)(4) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- See Page 6 for footnotes. *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. - ------------------------ -------------------- CUSIP NO. 830798 40 1 Page 3 of 7 Pages - ------------------------ -------------------- ITEM 1. SECURITY AND ISSUER Name of Issuer: Skolniks, Inc. 7755 E. Gray Road, Suite 100 Scottsdale, Arizona 85260 Equity Security: Common Stock ITEM 2. IDENTITY AND BACKGROUND (a) Name: Wiley Sam Dennis (b) Residence or business address: 3784 Harper Street Houston, Texas 77005 (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; Dr. Dennis is a physician with: M H Radiation Oncology Associated 6565 Fannin, DB1-37 Houston, Texas 77030 (d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (e) During the last five years, the Reporting Person was not 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 with respect to such laws. (f) Citizenship: United States - ------------------------ -------------------- CUSIP NO. 830798 40 1 Page 4 of 7 Pages - ------------------------ -------------------- ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Reporting Person purchased the securities reported hereunder with personal funds as follows: SECURITIES PURCHASE PRICE ---------- -------------- 227,998(1) shares of Common Stock Approximately $900,000 purchased in open-market transactions Warrants to purchase 800,000 shares of The Warrants were issued in connection Common Stock at an exercise price of with loans to the Issuer in the amount $.50 per share of $400,000, at a rate of Warrants to purchase two shares of Common Stock for each dollar of loan 300,000 shares of Common Stock $300,000 purchased in a private placement in connection with a Plan of Reorganization in bankruptcy Employee Stock Options to purchase The options were granted by the 150,000(3) shares of Common Stock at Issuer's Board of Directors for no an exercise price of $.375 per share consideration 160,000 shares of Common Stock $40,000 purchased from the Issuer in a private placement Warrants to purchase 316,000(2) shares The Warrants were issued in connection of Common Stock at an exercise price with loans to the Issuer in the amount of $.25 per share of $79,000, at a rate of Warrants to purchase four shares of Common Stock for each dollar of loan Warrants to purchase 400,000 shares of The Warrants were issued in connection Common Stock at an exercise price of with loans to the Issuer in the amount $.125 per share of $50,000, at the rate of Warrants to purchase eight shares of Common Stock for each dollar of loan Warrants to purchase 200,000 shares of The Warrants were issued in connection Common Stock at an exercise price of with a loan to the Issuer in the $.10 per share amount of $20,000, at a rate of Warrants to purchase ten shares of Common Stock for each dollar of loan ITEM 4. PURPOSE OF TRANSACTION The Reporting Person's transactions in the Issuer's securities is for investment purposes. Subsequent to the purchase of 300,000 shares of Common Stock pursuant to consummation of a Plan of Reorganization in bankruptcy, Dr. Wiley Sam Dennis was appointed to the Issuer's Board of Directors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The aggregate number of shares of Common Stock beneficially owned by the reporting person is 2,553,998(1)(2)(3) shares, which represents 22.82%(1)(2)(3)(4) of the total Common Stock outstanding. This number includes an aggregate of 1,866,000(2)(3) shares of Common Stock issuable upon exercise of currently exercisable warrants and options. - ------------------------ -------------------- CUSIP NO. 830798 40 1 Page 5 of 7 Pages - ------------------------ -------------------- (b) The reporting person has sole voting and dispositive power over the 2,553,998(1)(2)(3) shares of Common Stock beneficially owned. This number includes currently exercisable warrants and options to acquire an aggregate of 1,866,000(2)(3) shares of Common Stock. (c) The reporting person effected the following transactions within 60 days of March 13,1998 or within 60 days of July 22, 1998: DATE TYPE OF TRANSACTION NUMBER OF SHARES PRICE PER SHARE ---- ------------------- ---------------- --------------- March 13, 1998 Warrants issued in connection 320,000 $.125 with a loan to the Issuer in the amount of $40,000, at a rate of Warrants to purchase eight shares of Common Stock for each dollar of loan April 20, 1998 Warrants issued in connection 80,000 $.125 with a loan to the Issuer in the amount of $10,000, at a rate of Warrants to purchase eight shares of Common Stock for each dollar of loan July 22, 1998 Warrants issued in connection 200,000 $.10 with a loan to the Issuer in the amount of $20,000, at a rate of Warrants to purchase ten shares of Common Stock for each dollar of loan The transactions described above were effected through private transactions with the Issuer. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Not applicable. - ------------------------ -------------------- CUSIP NO. 830798 40 1 Page 6 of 7 Pages - ------------------------ -------------------- FOOTNOTES: - ---------- (1) Does not include 5,000 Shares held by the Reporting Person's son with regard to which the Reporting Person disclaims beneficial ownership. (2) Does not include warrants to purchase 120,000 shares held by a trust, of which the Reporting Person's son is the beneficiary, to which the Reporting Person disclaims beneficial ownership. (3) Does not include options to purchase 150,000 shares of Common Stock exercisable on January 10, 1999. (4) The calculation of the percent of ownership is based upon 9,328,176 shares of Common Stock outstanding at July 31, 1998. - ------------------------ -------------------- CUSIP NO. 830798 40 1 Page 7 of 7 Pages - ------------------------ -------------------- SIGNATURE 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. November 16, 1998 /s/ Wiley Sam Dennis -------------------------- Wiley Sam Dennis The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----