8/7/2007 106,075 shares 8.48% at .73 pps - PAID CASH - SC13D Allen E. Bender
These shares were acquired over about two several years in a series of open
market purchases for cash using personal funds of Mr. Bender. Total cost was
approximately $77,450. Shares are held in both a personal and an IRA account.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
AHPC Holdings, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
001303106
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(CUSIP Number)
July 11, 2007
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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. 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(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 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. 001303106
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1. Name of Reporting Persons.
Allen E. Bender
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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)
PF
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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
USA
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7. Sole Voting Power
NUMBER OF 106,075
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY None
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 106,075
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
None
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
106,075
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12. Check Box 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)
8.48%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 001303106
ITEM 1. SECURITY AND ISSUER
The class of equity security to which this statement relates is the common
stock, par value $.01 per share (the "Common Stock"), of AHPC Holdings, Inc.,
a Maryland corporation (Issuer). The address of the principal executive offices
of Issuer is 80 Internationale Boulevard, Unit A, Glendale Heights, IL 60139.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by a natural person.
(a) Allen E. Bender
(b) 2411 Pimpernel Drive, Waldorf, MD 20603
(c) Retired and not employed.
(d) During the last five years Mr. Bender has not been convicted in a criminal
proceeeding.
(e) During the last five years Mr. Bender has not been a party to any civil
proceeding.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
These shares were acquired over about two several years in a series of open
market purchases for cash using personal funds of Mr. Bender. Total cost was
approximately $77,450. Shares are held in both a personal and an IRA account.
ITEM 4. PURPOSE OF TRANSACTION
These shares were primarily acquired for investment purposes. However, Mr.
Bender may engage in activities intended to ensure viability of Issuer and to
enhance shareholder value. Mr. Bender currently has no plans or proposals to
effect any change at Issuer but in the future may initiate plans that may
result in one or all of the following:
(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;
CUSIP No. 001303106
(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 including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
(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 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.
Additionally, Mr. Bender may increase or decrease his holdings by open market
transactions as market conditions and portfolio management dictate.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of August 3, 2007 Mr. Bender was the beneficial owner of 106,075 shares of
common stock of AHPC Holdings, Inc.
All of such shares of common stock would constitute approximately 8.48% of the
1,251,246 shares of common stock outstanding as reported in the most recent
May 15, 2007 Form 10-Q filed with the Commission by the Issuer.
Mr. Bender has the sole power to vote and dispose of all of such shares.
Mr. Bender acquired 25,000 shares on August 2, 2007 at a price of $.32 per
share in open market transactions.
Issuer has Series B Preferred Convertible Stock outstanding which is convertible
into common shares of Issuer. Issuer also has a number of Warrants outstanding
which could be exercised. Such conversion or exercise would greatly increase
the number of outstanding shares, greatly reducing the percentage of shares held
by Mr. Bender.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
CUSIP No. 001303106
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.
August 3, 2007
/s/Allen E Bender
Signature
ALLEN E BENDER/Self
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001
Before you criticize a man, walk a mile in his shoes. That way, if he gets angry, he's a mile away and barefoot.
