Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
APPLIED DNA SCIENCES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.50
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(Title of Class of Securities)
03815U 10 2
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(CUSIP Number)
Lawrence Lee
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 1, 2004
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(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), Rule 13d-1(f) or Rule 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.
*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).
SCHEDULE 13D
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CUSIP NO. 03815U 10 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence Lee n/a
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A) [ ]
(B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
Shares were sold privately and proceeds were loaned by the reporting
person, to the Company.
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
2,320,000
NUMBER OF -------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY - 0 -
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,320,000
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,320,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER.
This Statement relates to shares of common stock, $0.50 par value per share (the
"Common Stock"), of APPLIED DNA SCIENCES, INC. (the "Company"). The Company's
principal executive office is located at 9229 West Sunset Boulevard, Suite 830
Los Angeles, CA 90069
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is being filed by Lawrence Lee (the "Reporting Person").
(b) The business address of the Reporting Person is:
9229 West Sunset Blvd., Suite 830, Los Angeles, California 90096
(c) The Reporting Person's present principal occupation is:
Chief Technology Strategist
(d) During the past five years, Mr. Lawrence Lee has not been convicted in a
criminal proceeding.
(e) During the last five years, Mr. Lee has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities law or finding any violation with respect to
such law.
(f) The Reporting Person is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The reporting person sold shares privately to an individual. The shares were
sold for $0.50 per share. Additional shares were granted to the investor.
ITEM 4. PURPOSE OF TRANSACTION.
The reporting person wished to sell, and a single investor wished to acquire,
shares of the reporting person's common stock shares of Applied DNA Sciences,
Inc. and subsequently, the reporting person loaned the proceeds to the Company.
The Reporting Person does not have any present plan or proposal as a stockholder
which relates to, or would result in any action with respect to, the matters
listed in paragraphs (b) through (j) of Item 4 of Schedule 13D. In the future,
the Reporting Person may decide to purchase additional shares of Common Stock in
the open market or a private transaction, or to sell any or all of his shares of
Common Stock.
The Reporting Person does not have any present plan or proposal as a stockholder
which relates to, or would result in any action with respect to, the matters
listed in paragraphs (b) through (j) of Item 4 of Schedule 13D. In the future,
the Reporting Person may decide to purchase additional shares of Common Stock in
the open market or a private transaction, or to sell any or all of his shares of
Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
a) The Company has a total of 26,561,454 shares of Common Stock issued and
outstanding as of December 17, 2004. The Reporting Person is presently the
beneficial owner of 2,320,000 shares of Common Stock or 8.7% of the issued and
outstanding Common Stock.
(b) The Reporting Person has the sole power to vote, or to direct the vote of,
2,320,000 shares of Common Stock and sole power to dispose of, or to direct the
disposition of 2,320,000 shares of Common Stock.
(c) The Reporting Person initially acquired 5,500,000 shares in a Plan and
Agreement of Reorganization under Section 368(a)(1)B of the Internal Revenue
Code between the shareholders of Applied DNA Sciences, Inc. and ProHealth
Medical Technologies, Inc. (the former name of the reporting Nevada corporation,
Applied DNA Sciences, Inc.)
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
A stock purchase agreement entered into Chaim Stern and Lawrence Lee in
September of 2004. In November, all proceeds, totaling $600,000, were loaned by
the reporting person to the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Stock Purchase Agreement dated September 1, 2004 between Chaim Stern and
Lawrence Lee; 2. Promissory Note of Lawrence Lee
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: December 27, 2004
/s/ Lawrence Lee
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By: Lawrence Lee
Exhibit 1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of September 1,
2004, is made between Chaim Z. Stern, with an address of 188 East 26th
St.,Brooklyn, NY 11229 ("Purchaser), and Lawrence Lee, with an address of 1351
Sunset Ave., Santa Monica, CA 90405 ("Seller"),
WITNESSETH
WHEREAS, Seller is the owner of, inter alia. One Million (1,000,000) shares
of the common stock, par value $0.50 per share, of Applied DNA Sciences, Inc., a
Nevada corporation (the "Stock"); and
WHEREAS, Seller desires to sell the Stock to Purchaser, and Purchaser
desires to purchase the Stock from Seller;
NOW, THEREFORE, in consideration of the mutual covenants and promises set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Purchase. Subject to the terms and conditions hereinafter set forth,
Purchaser hereby purchases the Stock from seller. The purchase price shall be
Five Hundred Thousand Dollars ($500,000.00), which shall be payable at the time
of execution of the Stock Purchaser Agreement,
2. Delivery of the Stock. Promptly following the execution of this Agreement,
Seller shall cause to be delivered to Purchaser duly endorsed certificates for
the Stock, at which time the consideration set forth in Paragraph 1 hereof shall
be delivered,
3. Representations and Warranties of Purchaser. Purchaser hereby represents and
warrants to Seller as follows:
a. Purchaser acknowledges that no assurances are or have been made
regarding the profits which may inure to the benefit of Purchaser
b. Purchaser is an accredited investor, as such term is defined in
Regulation D, Rule 501(a), as promulgated under the Securities Act of
1933, as amended (the "Securities Act").
c. Purchaser is acquiring the stock for his own account, for
investment purposes only and not with a view to resale or other
distribution thereof, nor with the intention of selling, transferring or
otherwise disposing of all or any part of such stock, or any interest
therein, for any particular price, or at any particular time, or upon the
happening of any particular event or circumstances, except selling,
transferring, or disposing of such stock made in full compliance with all
applicable provisions of the Securities Act and the Securities Exchange Act
of 1934, as amended, ("Exchange Act"), and the Rules and Regulations
promulgated by the Securities and Exchange Commission thereunder, all as
amended; and that such stock must be held indefinitely unless it is
subsequently registered under the Securities Act, or an exemption from such
registration is available.
d. Purchaser has sufficient knowledge and experience of financial and
business matters, is able to evaluate the merits and risks of purchasing
the Stock and has had substantial experience in previous private and public
purchases of securities.
4. Representations and Warranties of seller, Seller hereby represents and
warrants to Purchaser as follows:
a. The shares of Stock purchased pursuant to this Agreement validly
issued, fully paid and non-assessable.
b. Seller is the sole beneficial owner of the Stock, and owns the
Stock free and clear of all mortgages, pledges, restrictions, liens,
charges, encumbrances security interests, obligations or other claims.
5. Notices. The addresses for Seller and Purchaser for all purposes shall,
respectively, be the addresses set forth above, or such other address of which
the other parties shall receive notice. Any notice to be given under this
Agreement shall be made in writing and shall be deemed to be given when
delivered to the party at its address or when sent by first class, certified or
registered mail, return receipt requested, to such party at such address as it
shall designate,
6. Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Nevada.
7. Finder Actions. Each party hereto agrees to take such further actions and
execute and deliver such further agreements, instruments, and other documents
and do such other acts and things as shall be reasonably required to consummate
this agreement and the transaction contemplated herein including, without
limitations, any reports or filings received by the Securities Act or the
Exchange ACT,
8. Parties. Except as otherwise provided herein, this Agreement shall be binding
upon and inure to the benefit of the parties and their heirs, executors,
administrators, successors, legal representatives and assigns.
9. Integration. This Agreement constitutes the entire agreement among the
parties pertaining to the subject matter contained in the Agreement and
supersedes any prior understandings of the parties.
10. Compensation for Previous Investment. In consideration of the one hundred
thousand dollar ($100,000) payment made August 19, 2004 an additional five
hundred thousand (500,000) shares will be issued This Agreement supersedes the
Agreement Letter dated August 19, 2004.
11. Pledge Additional Shares. Should the pending Hertzog deal fail to come to
fruition by September 8, 2004, 1,000,000 additional shares will be delivered to
the Purchaser by the Seller.
12. Time of Transfer. The transfer of the Stock to Purchaser is anticipated to
occur on or before September 15, 2004.
IN WITNESS WHEREOF the undersigned have executed this Stock Purchase Agreement
as of the first written above.
"PURCHASER" "SELLER"
Chaim Z. Stern Lawrence Lee
Exhibit 2
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"), OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THESE SECURITIES UNDER THE 1933
ACT OR APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE 1933
ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
Applied DNA Sciences, Inc.
Promissory Note
US $600,000 Effective as of November 3, 2004
Los Angeles California
1. Principal and Interest. For value received, Applied DNA Sciences,
Inc., a Nevada corporation, with offices at 9229, West Sunset Blvd., Suite 830
Los Angeles California, 90069 (the "Company"), promises
to pay to Lawrence Lee
(the "Holder"), or the Holder's registered assigns, the principal sum of Six
Hundred Thousand Dollars (US $600,000) at the times and in the manner set forth
in this promissory note (this "Note").
(a) Interest. This Note shall bear interest at a per annum rate equal
to one percent (0.5%) per month, or twelve percent per annum (6%), compounded
annually, computed on the basis of the actual number of days elapsed and a year
of 365 or 366 days, as the case may be.
(b) Maturity. Subject to Section 3 below, all unpaid principal and all
then unpaid and accrued interest payable hereunder (the "Outstanding Amount")
shall be due and payable at any time upon demand of the Holder any time
following 120 days from the Company successfully securing funding in the amount
of $5 million US dollars. The Company may prepay this Note at any time, either
in whole or in part, without premium or penalty and without the prior consent of
the Holder. Upon the Company's repayment of a minimum of $125,000 to the Holder,
the Company may elect, at its sole discretion, to pay the Note in full through
the issuance of its securities in two forms a) common stock not to exceed
500,000 shares of Common Stock, which maximum number shall be adjusted in the
event of a stock split, reverse stock split or other change in the capital
structure of the Company to the number of shares of Common Stock which that
number of shares would represent immediately following the effectiveness of such
stock split, reverse stock split or other change in the capital structure of the
Company and b) 60,000 founder preferred shares. The Holder may cancel this Note
at any time and for any reason upon (ten) 10 days' written notice to the Company
2. No Rights or Liabilities as Shareholder. This Note does not entitle
the Holder to any voting rights or other rights as a shareholder of the Company.
No provisions of this Note, and no enumeration herein of the rights or
privileges of the Holder, shall cause such Holder to be deemed to be a
shareholder of the Company for any purpose.
3 Registration Statement. No later than June 30, 2005 (the "Filing
Deadline"), the Company agrees to file with the Securities and Exchange
Commission a registration statement on Form SB-2, or such other form that the
Company is eligible to use (the "Registration Statement"), in order to register
the shares of Common Stock, if any, issued by the Company in payment of this
Note pursuant to Section 1 above (collectively, the "Registrable Securities")
for resale and distribution under the Securities Act of 1933, as amended. The
Holder has been informed and hereby agrees that the Registrable Securities may
also include shares of Common Stock held by (x) the Vertical Bridge Note
Investor, (y) consultants to the Company having "piggyback" registration rights
and (z) subsequent purchasers of shares of Common Stock who acquire their shares
sufficiently in advance of the Filing Deadline (collectively, the "Other
Holders"). The Registrable Securities shall be reserved and set aside
exclusively for the benefit of the Holder and the Other Holders, pro rata, and
not issued, employed or reserved for anyone other than the Holder. The
Registration Statement will immediately be amended or additional registration
statements will be immediately filed by the Company as necessary to register
additional shares of Common Stock to allow the public resale of all Common Stock
included in and issuable by virtue of the Registrable Securities.
1
4. Events of Default; Acceleration.
(a) Events of Default. The principal amount of this Note is subject to
prepayment, in whole or in part, upon the occurrence and during the continuance
of any of the following events (each, an "Event of Default"): (i) failure to pay
any amount owing by the Company hereunder when due and payable within ten (10)
days after receipt of written notice from the Holder; or (ii) the sale of all or
substantially all the stock or assets of the Company; or (iii) the initiation of
any bankruptcy, insolvency, moratorium, receivership or reorganization by or
against the Company, or a general assignment of assets by the Company for the
benefit of creditors. Upon the occurrence of any Event of Default, the entire
unpaid principal balance of this Note and all unpaid interest accrued thereon
shall be immediately due and payable.
(b) Non-exclusive remedy. No remedy herein conferred upon the Holder is
intended to be exclusive of any other remedy, and each and every remedy shall be
cumulative and in addition to every other remedy hereunder, now or hereafter
existing at law or in equity or otherwise.
5. Miscellaneous.
(a) Notice. Any notice, request or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered or mailed by registered or certified mail, postage
prepaid, or by recognized overnight courier or personal delivery at the
respective addresses of the parties as set forth herein or on the register
maintained by the Company. Any party hereto may by notice so given change its
address for future notice hereunder. Notice shall conclusively be deemed to have
been given where received. The Company and the Holder hereby waive notice,
presentment, protest and notice of dishonor.
(b) No Waiver. No failure or delay by the Holder to exercise any right
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege preclude any other right, power or
privilege.
(c) Severability. If one or more provisions of this Note are held to be
unenforceable under applicable law, such provision shall be excluded from this
Note and the balance of the Note shall be interpreted as if such provision was
so excluded and shall be enforceable in accordance with its terms.
(d) Entire Agreement. This Note expresses the entire understanding of
the parties with respect to the transactions contemplated hereby.
(e) Attorney's Fees. If the Holder retains an attorney for collection
of this Note, or if any suit or proceeding is brought for the recovery of all,
or any part of, or for protection of the indebtedness respected by this Note,
then the Company agrees to pay all reasonable costs and expenses of the suit or
proceeding, or any appeal thereof, incurred by the Holder, including without
limitation, reasonable attorneys' fees.
(f) Default Rates; Usury. In the event any interest paid on this Note
is deemed to be in excess of the then legal maximum rate, then that portion of
the interest payment representing an amount in excess of the then legal maximum
rate shall be deemed a payment of principal and applied against the principal of
this Note.
(g) Governing Law. This Note and all actions arising out of or in
connection with this Note shall be governed by and construed in accordance with
the laws of the State of Nevada, without application of conflicts of law
principles
IN WITNESS WHEREOF, the Company has caused this Note to be issued as of the date
first written above.
Applied DNA Sciences, Inc.
By:/s/Robin Hutchison
---------------------
Name: Robin Hutchison
Title: CEO
Address: 9229 West Sunset Blvd., Suite 830
Los Angeles California 90069
Telephone Number: (310) 860-1362
Facsimile Number: (310) 860-1303
2
Agreed and Accepted:
By: Lawrence Lee
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Name: Lawrence Lee
Its: Chief Technology Strategist
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Dated: November 3, 2004
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