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SEC 1746 Potential persons who are to respond to the collection of information
contained in this form (2-98) are not required to respond unless the form
displays a currently valid OMB control number.
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OMB APPROVAL
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OMB NUMBER: 3235-0145
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EXPIRES: OCTOBER 31, 2002
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ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE...14.9
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES ACT OF 1934
(AMENDMENT NO. ___)*
U.S. HOME & GARDEN INC.
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(NAME OF ISSUER)
COMMON STOCK, $.001 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
902939 10 7
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(CUSIP NUMBER)
Ethan Seer, Esq.
Blank Rome LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS)
March 18, 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 SS.SS.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 SS.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).
CUSIP NO. 902939 10 7
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1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY).
Thomas C. Dearmin 038-42-9777
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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)
oo
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5. CHECK 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
United States
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NUMBER OF 7. SOLE VOTING POWER
SHARES 9,225,580
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -
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EACH 9. SOLE DISPOSITIVE POWER
REPORTING 9,225,580
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PERSON WITH 10. SHARED DISPOSITIVE POWER
-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,225,580
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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)
13.6%
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14. TYPE OF REPORTING PERSON* IN
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Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.001 per share
("Common Stock"), issued by U.S. Home & Garden Inc., a Delaware corporation (the
"Company"), whose principal executive offices are located at 3590 East Columbia,
Tucson, Arizona 85714.
Item 2. Identity and Background.
This statement is filed by Thomas C. Dearmin (the "Reporting Person"). The
address of the Reporting Person is 10606 North Rocky Slope Place, Tucson,
Arizona 85743. The Reporting Person is a United States citizen. The Reporting
Person is the Chief Executive Officer, President, Chief Financial Officer,
Treasurer and Assistant Secretary of the Company.
The Reporting Person has not, during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) 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 violations with respect to such laws.
Item 3. Source and Amount of Funds or other Consideration.
All of the shares of Common Stock reported in Item 5 as beneficially owned
by the Reporting Person were acquired by the Reporting Person in exchange for
286 shares of Ionatron ("Ionatron") Common Stock, par value $.01 per share,
owned by the Reporting Person, pursuant to the terms of the merger of Ionatron
Acquisition Corp., a wholly owned subsidiary of the Company, with and into
Ionatron (the "Merger"), which was consummated on March 18, 2004.
Item 4. Purpose of Transaction.
The shares reported in Item 3 herein were acquired by the Reporting Person
for investment purposes. The Reporting Person may make purchases of Common Stock
from time to time and may dispose of any or all of the shares of Common Stock
beneficially owned by him (to the extent he has dispositive power over such
shares) at any time. The Reporting Person has no plans or proposals which relate
to, or could result in any of the matters referred to in Paragraphs (b) through
(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) According to the Company there were 67,798,339 outstanding shares
of Common Stock on March 18, 2004. Immediately after the consummation of the
Merger, the Reporting Person beneficially owned 9,225,580 shares of Common Stock
of the Company which comprises 13.6% of the issued and outstanding Common Stock.
All such shares are directly owned by the Reporting Person.
(c) In connection with the Merger, the Reporting Person acquired
beneficial ownership of 9,225,580 shares of Common Stock in exchange for the 286
shares of common stock of Ionatron owned by the Reporting Person immediately
prior to the Merger.
(d) The Reporting Person affirms that no person other than the Reporting
Person has the right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of, the Common Stock owned by the
Reporting Person.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships with
the Reporting Person or any other person with respect to the securities of the
Company, including but not limited to transfer or voting of any other
securities, finders' fees, joint ventures, loan or option arrangements, puts or
calls, guaranties of profits, divisions of profits or loss or the giving or
withholding of proxies.
Item 7. Materials to be filed as Exhibits.
Amended and Restated Plan and Agreement of Merger dated March 17, 2004, by
and among the Company, Ionatron Acquisition Corp., a wholly owned subsidiary of
the Company, Robert Kassel (for the limited purposes set forth therein), Fred
Heiden (for the limited purposes set forth therein), Ionatron and the
stockholders of Ionatron (incorporated by reference to Exhibit 2(a) to the
Company's Current Report on Form 8-K dated March 24, 2004).
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.
DATE: March 25, 2004
/s/ Thomas C. Dearmin
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Thomas C. Dearmin