SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 15)
PubliCARD, Inc.
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
744635103
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(CUSIP Number)
Joel I. Greenberg, Esq.
Kaye Scholer LLP
425 Park Avenue
New York, New York 10022
(212) 836-8201
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 2, 2002
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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), 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.
*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).
(Continued on following pages)
(Page 1 of 4)
CUSIP No. 744635103 SCHEDULE 13D Page 2 of 4 Pages
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1 NAME OF REPORTING PERSONS Jay S. Goldsmith
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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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
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF 972,303
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 14,250
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 972,303
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
14,250
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
986,553
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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)
4.04%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 15 TO SCHEDULE 13D
This Amendment No. 15, dated July 8, 2002, to Schedule 13D (this
"Statement") is filed on behalf of Jay S. Goldsmith and amends Schedule 13D
filed on behalf of Mr. Goldsmith, as previously amended by Amendment No. 14
filed with the Securities and Exchange Commission on June 3, 2002 (the "Schedule
13D"), relating to the common stock, $.10 par value (the "Common Stock") of
PubliCARD, Inc., a Pennsylvania corporation (the "Company").
Item 5 of the Schedule 13D is hereby amended and restated in its entirety,
as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the close of business on the date of this Statement, Mr.
Goldsmith may be deemed, pursuant to Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules and regulations
thereunder, to own beneficially 986,553 shares of Common Stock, including
250,000 shares of Common Stock which may be acquired by Mr. Goldsmith within 60
days through the exercise of stock options. Such shares constitute 4.04% of the
24,190,902 shares of Common Stock outstanding as of such date, calculated in
accordance with Rule 13d-3 under the Exchange Act. The shares beneficially owned
also include 1,250 shares of Common Stock held by Mr. Goldsmith's spouse as to
which Mr. Goldsmith may be deemed to have shared voting and investment power but
disclaims beneficial ownership. In addition, the shares of Common Stock
beneficially owned also include 13,000 shares of Common Stock held by the
Balfour Defined Benefits Pension Plan (the "Plan"), for which Mr. Goldsmith is a
Trustee and Plan Administrator and in which Mr. Goldsmith is a participant. Mr.
Goldsmith has shared voting and investment power over the 13,000 shares of
Common Stock, but disclaims beneficial ownership of 7,280 shares of Common Stock
held by the Plan (based on Mr. Goldsmith's proportionate interest in the Plan of
approximately 44% as of December 31, 1998).
On July 1, 2002, options to purchase 91,912 shares of Common Stock at a
price of $1.3125 per share previously held by Mr. Goldsmith expired in
accordance with their terms. On July 2, 2002, 697,500 warrants exercisable into
744,930 shares of Common Stock at a price of $2.30 per share previously held by
Mr. Goldsmith expired in accordance with their terms. Accordingly, on July 2,
2002, Mr. Goldsmith ceased to be the beneficial owner of more than 5% of the
Company's Common Stock.
Except as to the shares of the Company's Common Stock held by his wife
and the Plan, Mr. Goldsmith has the sole power to vote and dispose of the shares
of the Company's Common Stock owned beneficially by him.
* * * * *
Page 3 of 4
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.
Date: July 8, 2002
By: /s/ Jay S. Goldsmith
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Jay S. Goldsmith
Page 4 of 4