-----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, SvYb8EPOo2kQwyZDujMNpdCH+PE5AiYmpdorfEotlvNqYDaHEn+RyjyiciqiTKbH fLb5q3ICcdKdu2YJBcYjYw== 0000950134-01-000578.txt : 20010131 0000950134-01-000578.hdr.sgml : 20010131 ACCESSION NUMBER: 0000950134-01-000578 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010130 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COLLEGIATE PACIFIC INC CENTRAL INDEX KEY: 0000828747 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 752701168 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40925 FILM NUMBER: 1519585 BUSINESS ADDRESS: STREET 1: 13950 SEMLAC STREET 2: SUITE 200 CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 9722438100 MAIL ADDRESS: STREET 1: 13950 SEMLAC STREET 2: SUITE 200 CITY: DALLAS STATE: TX ZIP: 75234 FORMER COMPANY: FORMER CONFORMED NAME: DSSI CORP DATE OF NAME CHANGE: 19971031 FORMER COMPANY: FORMER CONFORMED NAME: DRUG SCREENING SYSTEMS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLUMENFELD MICHAEL J CENTRAL INDEX KEY: 0000904289 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 13950 SEMLAC STE 200 CITY: DALLAS STATE: TX ZIP: 75235 BUSINESS PHONE: 2144849484 MAIL ADDRESS: STREET 1: 1717 MAIN STREET STREET 2: SUITE 2800 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 d83660csc13da.txt AMENDMENT NO. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 1)(1) COLLEGIATE PACIFIC INC. (NAME OF ISSUER) COMMON STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) COMMON STOCK PURCHASE WARRANTS (TITLE OF CLASS OF SECURITIES) 194589-10-7 (CUSIP NUMBER) MICHAEL J. BLUMENFELD 13950 SENLAC DRIVE, SUITE 200 DALLAS, TEXAS 75235 (972) 243-8100 ---------- (NAME, ADDRESS AND TELEPHONE OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) APRIL 19, 2000 ------------------------------------------------------- (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(E), 13D-1(F) OR 13D-1(G), CHECK THE FOLLOWING BOX [ ]. - ---------- (1) 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 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). 2 SCHEDULE 13D - -------------------------------------------------------------------------------- Cusip No. 194589-10-7 Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Person: Michael J. Blumenfeld - -------------------------------------------------------------------------------- 2. Check the appropriate box if a member of a group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only. - -------------------------------------------------------------------------------- 4. Source of Funds PF;SC - -------------------------------------------------------------------------------- 5. Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or o 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 4,359,114 Shares ------------------------------------------------------------- Beneficially 8. Shared Voting Power -0- Owned by ------------------------------------------------------------- Each 9. Sole Dispositive Power 4,359,114 Reporting ------------------------------------------------------------- Person 10. Shared Dispositive Power -0- With - -------------------------------------------------------------------------------- 11. Aggregate amount beneficially owned by each reporting person 4,359,114 - -------------------------------------------------------------------------------- 12. Check box if the aggregate amount in row (11) excludes certain shares [ ] - -------------------------------------------------------------------------------- 13. Percent of class represented by amount in row (11) 67.9% - -------------------------------------------------------------------------------- 14. Type of Reporting Person IN - -------------------------------------------------------------------------------- 3 Cusip No. 194589-10-7 Page 3 of 6 Pages SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. This Amendment No. 1 (the "Amendment") to the Statement on Schedule 13D (the "Schedule 13D") originally filed on February 18, 1998, by Michael J. Blumenfeld (the "Reporting Person"), relates to shares of Collegiate Pacific Inc., a Delaware corporation ("Collegiate Pacific"), common stock, $0.01 par value (the "Common Stock") and common stock purchase warrants. All capitalized terms used and not otherwise defined herein shall have the meanings assigned to those terms in the Schedule 13D. The principal executive offices of Collegiate Pacific are located at 13950 Senlac Drive, Suite 200, Dallas, Texas 75234. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The information contained in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information: One-for-Five Reverse Stock Split Since the filing of the Schedule 13D in February 1998, the stockholders of Collegiate Pacific approved an amendment to Collegiate Pacific's Certificate of Incorporation on January 14, 2000, authorizing a one-for-five reverse stock split, which became effective on January 19, 2000. Conversion of Note On April 19, 2000, Mr. Blumenfeld converted the entire outstanding principal amount of a $1,500,000 note payable by Collegiate Pacific to him into 454,545 shares of Common Stock at a conversion price of $3.30 per share. Special Dividend of Warrants On May 26, 2000, Collegiate Pacific declared a special dividend pursuant to which each record holder of Common Stock as of such date received one warrant for each share of Common Stock held by each such holder. Each warrant entitles the holder to purchase from Collegiate Pacific, for cash, one share of Common Stock at the rate of $10.00 per share. Mr. Blumenfeld received warrants to acquire 2,171,507 shares of Common Stock. Holders of the warrants may exercise the warrants at any time on or before May 26, 2005, unless extended by Collegiate Pacific. The warrants are callable and cancelable at a cancellation price of $0.10 per share of common stock purchasable upon exercise of the warrants. If Collegiate Pacific calls the warrants for cancellation, holders may exercise the warrants at any time prior to the close of business on the business day preceding the date fixed for cancellation. The number of shares purchasable upon the exercise of each warrant and the price per share may be adjusted under certain conditions. 4 Cusip No. 194589-10-7 Page 4 of 6 Pages Open Market Purchases and Gifts Mr. Blumenfeld used personal funds to acquire approximately 17,000 shares of Common Stock since the filing of the Schedule 13D and gifted approximately 234,000 shares of Common Stock since the filing of the Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The information contained in Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information: (a) As of January 15, 2001, Mr. Blumenfeld may be deemed to beneficially own an aggregate of 4,359,114 shares of Common Stock, or approximately 68% of the outstanding shares of Common Stock (based upon Collegiate Pacific's Quarterly Report on Form 10-QSB filed on November 17, 2000), and has sole voting and dispositive power with respect to all those shares. Of the shares beneficially owned by Mr. Blumenfeld, 30,000 of such shares represent options to acquire shares of Common Stock and 2,140,607 of such shares represent Common Stock purchase warrants (the "Warrants") to acquire shares of Common Stock, none of which have been exercised by Mr. Blumenfeld as of the date of this report. The 2,140,607 Warrants held by Mr. Blumenfeld represent approximately 51% of the 4,237,748 outstanding Warrants. (b) Items 7-11 and 13 of the cover page of this Schedule 13D which relate to the beneficial ownership of shares of Common Stock and common stock purchase warrants by Mr. Blumenfeld are incorporated by reference in response to this item. (c) The following sets forth certain information concerning transactions involving the Common Stock effected by Mr. Blumenfeld during the past 60 days:
Date No. Price of of per Transaction Shares Share ----------- ------ ------ 11/17/00 100 $6.580 11/22/00 300 $6.050 11/22/00 200 $5.960 11/29/00 600 $6.020 11/29/00 1,000 $6.000 11/29/00 200 $6.090 11/29/00 200 $6.210 11/30/00 100 $6.300 12/01/00 300 $6.080 12/01/00 500 $6.060 12/01/00 600 $6.150 12/04/00 500 $6.000 12/05/00 500 $5.980 12/06/00 500 $5.850
5 Cusip No. 194589-10-7 Page 5 of 6 Pages 12/06/00 500 $5.980 12/15/00 300 $5.940 01/05/01 300 $6.000
All of the foregoing were effected in brokerage transactions by Mr. Blumenfeld. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The Warrant Agreement dated as of May 26, 2000 and the Purchase Agreement dated as of February 29, 2000 (with the form of Convertible Promissory Note attached as an exhibit), were filed with the Securities and Exchange Commission on April 7, 2000, as an exhibit to Collegiate Pacific's Registration Statement on Form SB-2 (Registration No. 333-34294). 6 Cusip No. 194589-10-7 Page 6 of 6 Pages SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 30, 2001 /s/ Michael J. Blumenfeld ------------------------- Michael J. Blumenfeld -----END PRIVACY-ENHANCED MESSAGE-----