SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Halsey Drug Co., Inc.
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(Name of Issuer)
Common Stock, $ .01 par value
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(Title of Class of Securities)
4063691087
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(CUSIP Number)
Michael Weisbrot
100 4 Falls Corporate Center
Suite 100
Conshohocken, PA 19428
(610) 818-3334
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 20, 2002
-----------------
(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 Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-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 Section 240.13d-7 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 the following pages)
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CUSIP Number: 4063691087
1) Name of Reporting Persons and S.S. or I.R.S. Identification Nos. of
Above Persons:
Michael and Susan Weisbrot
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization:
United States
Number of (7) Sole Voting Power: 2,489,067*
Shares
Beneficially (8) Shared Voting Power: 0
Owned by
Each (9) Sole Dispositive Power: 2,489,067*
Reporting
Person With (10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,489,067*
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11): 11.0%
14) Type of Reporting Person (See Instructions): IN
- ---------------
* Includes 1,677,079 shares of common stock issuable upon conversion of
5% convertible senior secured debentures issued by the Company to the
Reporting Person.
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D ("Schedule 13D") is being filed with
respect to the common stock, $.01 par value (the "Common Stock"), and
convertible debentures of Halsey Drug Co., Inc., a New York corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is as
follows:
Halsey Drug Co., Inc.
695 No. Perryville Road
Rockford, Illinois 61107
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by Michael and Susan Weisbrot, each an
individual.
(b) 1004 Falls Corporate Center, Suite 100, Conshohocken, PA 19428
(c) Personal investment for his own account.
(d) During the last five years, neither Michael nor Susan Weisbrot has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither Michael nor Susan Weisbrot has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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) Michael or Susan Weisbrot are citizens of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Personal funds
ITEM 4. PURPOSE OF TRANSACTION
Personal investment
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The table below sets forth the aggregate number of shares and
percentage of common stock beneficially owned by the Reporting Person. The
information herein pertains to the Issuer's issued and
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outstanding common stock as of December 20, 2002, at which time there were
issued and outstanding 21,035,323 shares of the Issuer's Common Stock.
Aggregate Amount
Reporting Person Title of Class Beneficially Owned Percent of Class
- ---------------- -------------- ------------------ ----------------
Michael and Susan Weisbrot Common Stock 2,489,067 11.0%
(b) The number of shares as to which the Reporting Person has sole power
to vote or direct the vote, shared power to vote or direct the vote, sole power
to dispose or direct the disposition, or shared power to dispose or direct the
disposition is as follows:
(i) Sole Voting Power. Reporting Person has sole voting power with
respect to 2,489,067 shares of Common Stock of the Issuer
beneficially owned.
(ii) Shared Voting Power. Reporting Person does not hold any Common
Stock of the Issuer with shared voting power.
(iii) Sole Dispositive Power. Reporting Person has sole power to
dispose or to direct the disposition with respect to 2,489,067
shares of Common Stock of the Issuer beneficially owned.
(iv) Shared Dispositive Power. Reporting Person does not share the
power to dispose or to direct the disposition of shares of Common
Stock of the Issuer.
(c) Reporting Person has participated in the following transactions
relating to shares of the Issuer's Common Stock during the past
sixty (60) days:
Transaction Date Number of Shares Transaction Type Price Per Share
- ---------------- ---------------- ----------------- ---------------
1. December 20, 2002 405,727 Private Placement (1) $1.01
2. December 20, 2002 119,382 Private Placement (2) $.34
(d) N/A
(e) N/A
- --------
1 Issued pursuant to the recapitalization of Issuer Common Stock purchase
warrants exercisable for an aggregate of 557,319 shares of Issuer's Common
Stock.
2 Represents shares underlying 5% convertible senior secured debentures
issued December 20, 2002 in the principal amount of $40,590.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
N/A
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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
accurate.
Dated: January 13, 2003
/s/ Michael Weisbrot
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Michael Weisbrot
/s/ Susan Weisbrot
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Susan Weisbrot
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