-----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, PBKVpg6YVtgB5cBEdPtbe8/cBevqsP4ZxsLtMeotsh+miGSFw8ElZvULY6hsTlab LN+x1O3sCVZJLvwU4uuKNA== 0000897856-96-000001.txt : 19980128 0000897856-96-000001.hdr.sgml : 19980128 ACCESSION NUMBER: 0000897856-96-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960731 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEAK X ENVIRONMENTAL CORPORATION CENTRAL INDEX KEY: 0000842697 STANDARD INDUSTRIAL CLASSIFICATION: 8711 IRS NUMBER: 232823596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40332 FILM NUMBER: 96602347 BUSINESS ADDRESS: STREET 1: 790 E MARKET ST STE 270 CITY: WEST CHESTER STATE: PA ZIP: 19382 BUSINESS PHONE: 6103443380 MAIL ADDRESS: STREET 1: 790 E MARKET STREET STREET 2: SUITE 270 CITY: WEST CHESTER STATE: PA ZIP: 19382 FORMER COMPANY: FORMER CONFORMED NAME: LEAK X CORP DATE OF NAME CHANGE: 19920622 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GELLES JOHN S CENTRAL INDEX KEY: 0000897856 STANDARD INDUSTRIAL CLASSIFICATION: FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 75 BIRCHALL DRIVE CITY: SCARSDALE STATE: NY ZIP: 10583 MAIL ADDRESS: STREET 1: 75 BIRCHALL DRIVE CITY: SCARSDALE STATE: NY ZIP: 10583 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.8) Leak-X Environmental Corporation (Name of Issuer) Common Stock. $.001 par value (Title of class of securities) 521784-10-8 (CUSIP Number) with copy to: Jack Becker, Esq. John S. Gelles Snow Becker Krauss P.C. 75 Birchall Drive 605 Third Avenue Scarsdale, New York 10583 New York, New York 10158 (914) 725-3264 (212) 687-3860 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 1, 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-l(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. SCHEDULE 13D CUSIP No. 521784-10-8 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS John S. Gelles ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] See Item 5 3) SEC USE ONLY 4) SOURCE OF FUNDS PF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER 7) SOLE VOTING POWER OF 2,736,105 SHARES BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 1,000 EACH REPORTING 9) SOLE DISPOSITIVE POWER PERSON 2,936,105 WITH 10) SHARED DISPOSITIVE POWER 2,000 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,938,105 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.3% 14) TYPE OF REPORTING PERSON IN Item 1. Security and Issuer. This Statement relates to the shares of Common Stock, par value $.001 per share (the "Shares") of Leak-X Environmental Corporation (the "Issuer"). The principal place of business of the Issuer is 790 East Market Street, Suite 270, West Chester, Pennsylvania 19382-4806. Item 2. Identity and Background. This Statement is being filed on behalf of John S. Gelles (the "Reporting Person"), whose address is 75 Birchall Drive, Scarsdale, New York 10583. The Reporting Person is Chairman of the Board of Directors of the Issuer. During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgement 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. The Reporting Person is a citizen of the United States of America. Item 3. Source and amount of Funds or Other Consideration. The Reporting Person acquired the Shares by utilizing his personal funds and by tendering his shares of Gaservice Maintenance Corporation ("Gaservice") to the Issuer in connection a merger transaction between the Issuer and Gaservice. Item 4. Purpose of Transaction. The Reporting Person initially acquired 1,785,000 of the Shares as a founder of the Issuer, of which 343,750 were placed in escrow in connection with Issuer's initial public offering, to be released upon attaining certain earnings targets. On August 17, 1990, the reporting person acquired 28,960 of the Shares in exchange for cancellation of indebtedness owed to him by the Issuer. On November 16, 1990, the Reporting person forfeited the 343,750 Shares then held in escrow and acquired 1,050,000 of the Shares, including 300,000 Shares placed in escrow, in connection with the merger between the Issuer and Gaservice. On September 10, 1991, the Reporting person forfeited, without consideration, the 300,000 Shares which were held in escrow. During 1992 and 1993, the Reporting Person acquired 900,444 shares of the Company's Series A Preferred Stock (the "Series A Preferred Stock")in consideration for the cancellation of an aggregate $1,013,000 of indebtedness owed by the Issuer to the Reporting Person. The Series A Preferred Stock is convertible into the Issuer's Common Stock on a one-for-one basis at $1.125 per share. On July 1, 1996, the Reporting Person converted his 900,444 shares of Series A Preferred Stock into 800,395 shares of the Issuer's Common Stock. The Reporting, as an officer and Director of the Issuer, intends to maintain his equity position in the Issuer, absent any change in personal circumstances. Item 5. Interest in Securities of the Issuer. The Reporting Person may be deemed to beneficially own 2,938,105 Shares or 18.3% of the Issuer's outstanding Common Stock. The Shares include 200,000 shares which may be acquired by the Reporting Person upon the exercise of a like number of incentive stock options, which are exercisable at a price of $.265 until December 31, 1998, and 1,000 Shares and 1,000 Warrants owned by the Reporting Person's wife. The Reporting Person may be deemed to have sole voting power with respect to 2,736,105 Shares and sole dispositive power with respect to 2,936,105 Shares. The Reporting Person may be deemed to share voting and dispositive power with respect to the 1,000 Shares owned by his wife and may be deemed to share dispositive power with respect to the 1,000 Warrants owned by his wife. Such Shares do not include any shares owned of record by the Reporting Person's adult children, as to which the Reporting Person disclaims beneficial ownership. On July 1, 1996, the Reporting Person converted 900,444 shares of Series A Preferred Stock into 800,395 Shares. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits. None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the statement is true, complete and correct. Dated: July 31, 1996 /s/ John S. Gelles -----END PRIVACY-ENHANCED MESSAGE-----