UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
HYDRON TECHNOLOGIES, INC.
-------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
449020-10-6000
--------------
(CUSIP Number)
Richard Banakus William A. Fagot
82 Verissimo Drive Hydron Technologies, Inc.
Novato, California 94947 2201 West Sample Road, Bldg 9, Suite 7B
(415) 897-9167 Pompano Beach, FL 33073
(954) 861-6400
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 6, 2003
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(Date of Event which Requires Filing of this Statement)
In 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 [ ].
SCHEDULE 13D
CUSIP NO. 449020-10-6000
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS RICHARD BANAKUS
(SOCIAL SECURITY NO. 077-38-0176)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
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(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER 3,088,500
NUMBER OF (see items 3 and 5)
SHARES -----------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 0
EACH -----------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 3,088,500
PERSON (see items 3 and 5)
WITH -----------------------------------------
10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(see items 3 and 5) 3,088,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(see items 3 and 5) 36.1%
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14 TYPE OF REPORTING PERSON*
IN
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*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.
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Item 1. Security and Issuer
This Amendment No. 4 to the Statement on Schedule 13D (as defined below) amends
and supplements the Statement on Schedule 13D (originally filed on January 13,
1998), relating to the event date of August 6, 2003 (as so amended and
supplemented, the "Schedule13D") by the Reporting Person relating to the common
stock, par value $.01 per share (the "Common Stock") of Hydron Technologies,
Inc., a New York corporation (the "Issuer"). The address of the principal
executive office of the Issuer is 2201 West Sample Road, Building 9, Suite 7B,
Pompano Beach, Florida 33073.
Item 3. Source and Amount of Funds and Other Consideration
Item 3 of the Schedule 13D is hereby amended to add new paragraphs at the end
thereof as follows:
The Reporting Person provided $100,000 of personal funds as an interim loans
(Bridge Loan) for Company operations until the Company can arrange for financing
the development of its tissue oxygenation technology. The non-interest bearing
Bridge Loan is an unsecured debt obligation convertible into shares of common
stock of the Company at any time at the election of the holder on or after the
maturity date of the Bridge Loan, together with a right to purchase 125,000
shares of Common Stock (Warrants). The loans mature when financing is obtained
or in six months which ever occurs first
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended to read in its entirety as follows:
The Reporting Person acquired the Warrants for purposes of investment. The
Bridge Loan was made for purposes of investment and any shares of common stock
acquired upon conversion of the Bridge Loan will be acquired for investment. The
Reporting Person may acquire additional shares of Common Stock, from time to
time, in open market transactions or in privately negotiated transactions, or
through the exercise of options, warrants, or other derivative securities. The
Reporting Person may also sell shares of Common Stock based on market conditions
and other conditions, which the Reporting Person may deem relevant.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended to add a new paragraph at the end
to read as follows:
Following completion of the loan, the Reporting Person owned 1,590,000 shares of
the 7,050,136 outstanding shares of common stock of the Issuer, (approximately
22.6% of the total outstanding shares) and had the right to acquire an
additional 1,498,500 shares, including 125,000 shares subject to the option
included in the Warrants, bringing the Reporting Person's beneficial ownership
of shares to 3,088,500 shares (approximately 36.1%).
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The Reporting Person, Chairman of the Board and CEO of the Issuer, provided
$100,000 of interim loans (Bridge Loan) for Company operations until the Company
can arrange for financing the development of its tissue oxygenation technology.
The non-interest bearing Bridge Loan is an unsecured debt obligation convertible
into shares of common stock of the Company together with a right to purchase
125,000 shares of Common Stock (Warrants). The loans mature when financing is
obtained or in six months which ever occurs first. The exercise price of the
Warrants shall be the lower of the offering price of the financing or $0.67.
If the loans are not repaid when mature, the loans will automatically convert to
"on demand" obligations at a Prime interest rate. The holder may covert the
loans into shares of Common Stock at a conversion price of $0.XX at any time
after the maturity date. A copy of the Bridge Loan Term Sheet is filed as
Exhibit A hereto and incorporated herein and made a part hereof. The foregoing
description of the Bridge Loan is qualified in its entirety by reference to the
copy of the Bridge Loan Term Sheet attached hereto and incorporated herein by
reference.
Item 7. Materials to be Filed as Exhibits
Description of Exhibit Exhibit No.
---------------------- -----------
Bridge Loan Term Sheet incorporated in the minutes
of the Board of Directors Meeting, dated August 4, 2003 A
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SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: August 15, 2003
/s/ RICHARD BANAKUS
-----------------------------
Richard Banakus
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EXHIBIT INDEX
Description of Exhibit Exhibit No. Page No.
---------------------- ----------- --------
Bridge Loan Term Sheet incorporated in the minutes
of the Board of Directors Meeting, dated August 4, 2003 A 6
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HYDRON TECHNOLOGIES, INC.
BRIDGE LOAN TERM SHEET
Description of Securities: The bridge loan (the "Loan") is an unsecured
debt obligation of Hydron Technologies, Inc.
(the "Company") convertible ("Conversion")
into shares of common stock of the Company
(the "Common Stock") on the terms described
under "Conversion of Loan," together with a
right to purchase 125,0000 shares of Common
Stock (a "Warrant") for each $100,000
principal amount of the Loan.
Terms of the Loan:
Interest: No interest will be payable prior to
-------- maturity of the Loan.
Maturity Date: The Loan will mature on the earlier of (x)
------------- the closing of an equity financing having
gross proceeds of not less than $500,000
(the "Equity Financing") or (y) six (6)
months after funding; provided, however,
that the Loan will automatically convert
into a demand obligation of the Company if
not paid or converted into shares of Common
Stock on the Maturity Date. The Company may
prepay the Loan at anytime prior to the
Maturity Date without penalty.
Conditional Extension: Holders of the Loan will agree not to
--------------------- require repayment of the Loan, provided that
the Chief Financial Officer of the Company
has certified in writing that payment of the
Loan would have a material adverse affect on
the business or financial condition of the
Company.
Holders of the Loan will be entitled to
require updated certifications from the
Chief Financial Officer of the Company each
month the Loan remains outstanding.
Payment in Kind Interest: During the period following the Maturity
------------------------ Date until payment or Conversion, the Loan
shall accrue interest at the Prime Rate in
effect at the maturity date payable in
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shares of Common Stock valued at the Average
Market Price (as defined below). Shares
issued in payment of interest shall be
issued each month on the first business day
of the month commencing with the month
following the Maturity Date. The Company
will only issue whole shares and will round
to the nearest whole share (e.g., .50 or
less, down; .51 or more, up). For purposes
of this Term Sheet, the term "Average Market
Price" means the closing sale price for a
share of Common Stock measured over the last
ten trading days of the preceding month.
Conversion of the Loan: The holders may convert the Loan into shares
---------------------- of Common Stock at any time on or after the
Maturity Date at a conversion price equal to
the average of the last sale price for a
share of Common Stock calculated over the
five (5) trading days immediately following
the funding of the Loan.
Meeting of Board if No New The Company shall use its best efforts to
-------------------------- secure new debt or equity financing to pay
Financing: the Loan. However, if the Company is unable
--------- to repay the Loan within 90 days after the
Maturity Date, the Company shall call a
meeting of the Board of Directors for the
purpose of considering the reorganization or
dissolution of the Company.
If a majority of the members of the Board of
Directors, excluding members holding the
Loan or who are affiliated with a holder of
the Loan, vote in favor of the
reorganization or dissolution of the
Company, the Loan shall automatically
convert into shares of Common Stock at a
price equal to the lower of (x) $.10 per
share or (y) the public bid price for a
share of Common Stock on the fifth day after
the public announcement of the decision of
the Board to reorganize or dissolve.
If the Board, acting pursuant to a quorum,
has not voted upon the reorganization or
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dissolution of the Company by or before 120
days after the Maturity Date, the Loan, if
still outstanding, shall automatically
convert into shares of Common Stock at $.10
per share.
Warrants:
Number of Shares Subject to Each Warrant shall be exercisable for
--------------------------- 125,000 shares of Common Stock with one
Warrants: Warrant to be issued for each $100,000 in
-------- principal amount of the Loan.
Term: The Warrants shall be exercisable in whole
---- or in part at any time for five years from
the date of the funding of the Loan.
Exercise Price: The exercise price of the Warrants shall be
-------------- equal to the lower of (x) the price per
share of a share of Common Stock in an
Equity Financing or (y) the average of the
high and low sale price for a share of
Common Stock on each of the ten trading days
preceding the funding of the Loan.
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