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1
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NAMES OF REPORTING PERSON
Gregory J. Halpern
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
11,815,800
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BENEFICIALLY
OWNED
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8
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SHARED VOTING POWER
290,000
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BY EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER
11,815,800
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PERSON WITH:
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10
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SHARED DISPOSITIVE POWER
290,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,105,800
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable
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[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8%
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14
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TYPE OF REPORTING PERSON
IN
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2
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Item 1.
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Security
and Issuer
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The
class of equity security to which this statement relates is the common stock, par value
$.00005 per share (the “Common Stock”), of Z Trim Holdings, Inc., an Illinois
corporation (the “Issuer”). The name and address of the principal executive
offices of the Issuer is 1011 Campus Drive, Mundelein, Illinois 60060.
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Item 2.
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Identity
and Background
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(a) The
person filing this Schedule 13D (the “Reporting Person”) is Gregory
J. Halpern.
(b) The
address of the Reporting Person is 1713 North Player Court, Vernon Hills,
Illinois 60061.
(c) The
Reporting Person is presently retired.
(d) During
the last five years, the Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During
the last five years, the Reporting Person 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 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) Citizenship:
The Reporting Person is a citizen of the United States.
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Item 3.
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Source
and Amount of Funds or Other Consideration
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The
Reporting Person acquired the shares of Common Stock of the Issuer over a number of years.
Most of the shares were acquired prior to the Issuer becoming a public company. The
Reporting Person acquired these using personal funds. The rest were acquired pursuant to
grants under the Issuer’s employee benefit plans (while the Reporting Person was
employed by the Company), the Reporting Person receiving shares of Common Stock in lieu of
cash compensation from the Company (while the Reporting Person was employed by the
Company), option exercises (to the extent the exercise price was paid in cash, the
Reporting Person used personal funds), and the receipt of shares of Common Stock in
exchange for forgiveness of debt owed by the Company to the Reporting Person.
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Item 4.
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Purpose
of Transaction
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The
Reporting Person holds all of his shares of Common Stock for general investment purposes.
The reporting person has no current plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries; (d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change in the
Issuer’s business or corporate structure; (g) changes in the Issuer’s charter,
bylaws or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any other person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action
similar to any of those enumerated above.
3
Item 5. Interest in
Securities of the Issuer
(a)-(b) As
of March 26, 2008, the Reporting Person beneficially owned the aggregate number
and percentage of the shares of Common Stock set forth below:
Sole Voting and Dispositive
Power
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Shared Voting and
Dispositive Power
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Aggregate Beneficial
Ownership
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Percentage of Outstanding
Shares of Common Stock(1)
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11,815,800
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290,000
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12,105,800
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16.8%
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(1)
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Percentage ownership is based upon 72,056,375 shares of Common Stock outstanding
as of November 12, 2007, as disclosed in the Issuer’s Quarterly Report on
Form 10-Q filed with the Commission on November 16, 2007 for the fiscal quarter
ended September 30, 2007.
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The
Reporting Person has sole power to vote or to direct the vote of 10,906,982 shares of
Common Stock and the sole power to dispose or to direct the disposition of 10,906,982
shares of Common Stock. In addition, the Reporting Person, in his capacity as the sole
trustee of the HF Trust Dated July 15, 1999, has the sole power to vote or to direct the
vote of 908,818 shares of Common Stock and the sole power to dispose or to direct the
disposition of 908,818 shares of Common Stock. The Reporting Person may be deemed to share
voting and dispositive power with respect to 290,000 shares of Common Stock and to share
power to dispose or to direct the disposition of 290,000 shares of Common Stock held by
his wife, Karen S. Halpern.
The
Reporting Person and his wife were each granted a number of stock options under the
Company’s 2004 Stock Incentive Plan. In connection with the Reporting Person’s
resignation as an officer and a director of the Company, the Company’s Board of
Directors acted to forfeit the stock options granted to the Reporting Person and his wife
under the 2004 Stock Incentive Plan. It is not clear the Board had such authority. These
options are not included in the Reporting Person’s beneficial ownership on this
Schedule 13D.
4
(c) During
the 60 day period ended as of March 26, 2008, the Reporting Person has
disposed of shares of Common Stock as follows:
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Reporting Person
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Date
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No. of Shares
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Price Per Share
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Type of Transaction
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Gregory J. Halpern
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03/17/2008
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92,000
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$0.26
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Sale
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03/04/2008
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2,000,000
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N/A
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Transfer
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02/26/2008
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15,000
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0.41
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Sale
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02/26/2008
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5,000
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0.42
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Sale
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02/25/2008
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25,000
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0.39
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Sale
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02/25/2008
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20,000
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0.40
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Sale
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(d) To
the Reporting Person’s knowledge, no other person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the securities of the Reporting Person reported on herein; provided,
however, that the Reporting Person has pledged shares in connection with
entering into a loan agreement, as discussed in Item 6 below, and, if the lender’s
rights to the pledged shares were to become enforceable pursuant to the terms
of the loan agreement and related pledge agreement, the lender would be
entitled to receive dividends from, or proceeds from any sale of, the pledged
shares.
(e) Not
applicable.
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Item 6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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The
Reporting Person has pledged 440,000 shares of Common Stock to First Equity Holdings in
connection with entering into a loan agreement. The loan agreement matures on March 31,
2008. The loan agreement and the related pledge agreement provide that the Reporting
Person retains all voting rights with respect to the pledged shares and all rights to
dividends on the pledged shares until there is a default and the lender’s rights to
the pledged shares become enforceable.
The
Reporting Person has entered into a Settlement Agreement and Mutual Releases, dated March
4, 2008 (the “Settlement Agreement”), by and between the Reporting Person and
Farhad Zaghi, Farshad Zaghi, Nurieel Akhamzadeh, Zaghi Trading Partnership and Pac Bay,
Inc. d/b/a Bay Financial (collectively, the “Zaghi parties”). Pursuant to the
Settlement Agreement, the Reporting Person and the Zaghi parties settled certain claims,
and as part of the settlement the Reporting Person transferred 2,000,000 shares of Common
Stock to the Zaghi parties.
Except
as described immediately above and in Item 5 above, the Reporting Person has no contracts,
arrangements, understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer, including but not limited to transfer or voting
of any of the 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. Further none of the Issuer’s securities beneficially owned by
the Reporting Person are pledged or otherwise subject to a contingency the occurrence of
which would give another person voting power or investment power over such securities.
5
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Item 7.
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Material
to Be Filed as Exhibits
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None.
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
this 26th day of March, 2008.
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/s/
Gregory J. Halpern
Gregory
J. Halpern
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6