SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
SCHEDULE 13D/A
(Amendment No. 3)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Paligent Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
696385103
(CUSIP Number)
Richard J. Kurtz
270 Sylvan Avenue
Englewood Cliffs, New Jersey 07632-2515
(201) 871-1055
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
February 28, 2003
(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 that 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 [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
SCHEDULE 13D/A-3
CUSIP No. 696385103
-------------------
1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Richard J. Kurtz
Social Security Number - 088-32-2722
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not Applicable
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
[ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7) SOLE VOTING POWER
7,142,984 Shares
NUMBER 8) SHARED VOTING POWER
OF 0
SHARES
BENEFICIALLY 9) SOLE DISPOSITIVE POWER
OWNED BY 7,142,984 Shares
EACH
REPORTING 10) SHARED DISPOSITIVE POWER
PERSON 0
WITH
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,142,984 Shares
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.98%
14) TYPE OF REPORTING PERSON
IN
-2-
SCHEDULE 13D/A-3
CUSIP No. 696385103
Item 1. Security and Issuer.
This Statement relates to shares of common stock, par value $.01 per share
(the "Shares"), of Paligent Inc., a Delaware corporation (the "Company"), whose
principal executive offices are located at 369 Lexington Avenue, New York, New
York 10017.
Item 2. Identity and Background.
(a) This Schedule 13D/A-3 is being filed on behalf of Richard J. Kurtz
("Mr. Kurtz").
(b) Mr. Kurtz's business address is located at 270 Sylvan Avenue, Englewood
Cliffs, New Jersey 07632.
(c) Mr. Kurtz's principal occupation is serving as president and chief
executive officer of Kamson Corporation, a privately held corporation with its
principal executive offices located at 270 Sylvan Avenue, Englewood Cliffs, New
Jersey 07632.
(d) During the past five years, Mr. Kurtz has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, Mr. Kurtz has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, as a
result of which he 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) Mr. Kurtz is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable.
-3-
Item 4. Purpose of Transaction.
Pursuant to an Common Stock and Warrant Purchase Agreement between Mr.
Kurtz, Aries Select Ltd., Aries Select I LLC, and Aries Select II LLC, dated as
of December 30, 2002 (the "Agreement"), Mr. Kurtz agreed to purchase from Aries
Select Ltd., Aries Select I LLC, and Aries Select II LLC (collectively, the
"Sellers"), for an aggregate purchase price of $232,815, a total of 10,253,235
Shares, plus warrants to acquire an additional 2,169,509 Shares (the
"Warrants"), which would have increased his ownership to over 50% of the
Company's outstanding Shares. According to the Agreement, the transaction was to
close no later than January 15, 2003. As of February 28, 2003 the transaction
had not closed, and Mr. Kurtz notified the Sellers on that date that his
obligations under the Agreement were terminated.
In his Schedule 13D/A-2, filed with the SEC on January 10, 2003, Mr. Kurtz
disclosed that, after his purchase of Shares from the Sellers, the Company might
engage in a transaction with Digital Technologies 2000 ("Digital"), a privately
held company controlled by Mr. Kurtz. With the termination of the Agreement, Mr.
Kurtz has no present plan to pursue any transaction between Digital and the
Company.
The Shares currently owned by Mr. Kurtz were acquired (a) in connection
with a merger with a company in which he was a shareholder, (b) a private
transaction, and (c) open market purchases. In 2000, the Company merged with
Heaven's Door Corporation ("HDC") (the "Merger"). Mr. Kurtz was a shareholder of
HDC; the Merger resulted in him owning over five percent of the Company's
outstanding Shares. On February 13, 2002, Mr. Kurtz acquired a total of
1,930,177 Shares in a private transaction. Subsequently, Mr. Kurtz purchased
additional Shares in open market transactions. Reference is made to Mr. Kurtz's
Schedule 13D/A filed with the SEC on February 28, 2002.
Mr. Kurtz acquired the Shares for investment purposes. Mr. Kurtz may make
further purchases of Shares from time-to-time and may dispose of any or all
Shares held by him at any time, subject to certain restrictions on their resale,
which are described in an Agreement and Plan of Reorganization among and between
Procept, Inc., Procept Acquisition Corp., Heaven's Door Corporation, and HDC's
Stockholders, dated November 8, 1999, filed as an exhibit to the Proxy Materials
for A Special Meeting of Stockholders of Procept Inc., held on January 25, 2000,
filed with the SEC on December 22, 1999.
Mr. Kurtz does not have any plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (d) through (j)
inclusive of Item 4 of Schedule 13D. Mr. Kurtz may, at any time and from
time-to-time, review or reconsider his position with respect to the Company, and
formulate plans or proposals with respect to such matters, but has no present
intention to do so.
Item 5. Interest in Securities of the Issuer.
(a) On February 28, 2003, Mr. Kurtz beneficially owned 7,142,984 Shares of
the Company, or approximately 21.98% of the Company's 32,490,945 outstanding
Shares, on September 30, 2002, as reported in the Form 10-Q of the Company for
the period ended September 30, 2002, filed with the Securities and Exchange
Commission on November 14, 2002.
-4-
(b) Mr. Kurtz has the sole power to vote and dispose of the Shares owned by
him.
(c) Mr. Kurtz has not engaged in any transactions in the Company's
securities during the past 60 days.
(d) No person other than Mr. Kurtz is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of the Shares owned by Mr. Kurtz.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the person named in Item 2 and any other person
with respect to any securities of the Company, including but not limited to
transfer or voting of any of its securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, other than as set
forth below.
In connection with the Merger, Mr. Kurtz executed an agreement placing
certain restrictions on his ability to transfer Shares acquired by him in the
Merger. Reference is made to Agreement and Plan of Reorganization among and
between Procept, Inc., Procept Acquisition Corp., Heaven's Door Corporation, and
HDC's Stockholders, dated November 8, 1999, filed as an exhibit to the Proxy
Materials for A Special Meeting of Stockholders of Procept Inc., held on January
25, 2000, filed with the SEC on December 22, 1999, for a description of the
Merger and resale restrictions.
Item 7. Material to be Filed as Exhibits.
None.
-5-
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.
Dated: March 5, 2003
/s/ Richard J. Kurtz
(Signature)
Richard J. Kurtz
(Name/Title)
-6-