-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CyY9S9HLhTYdBWbUxMaONh6leeQ4ZkVZEZj16gvAbrCWfI1ox/vWxJrJcoyhI4Za CMss/YGFJXZldgwjY4ckMg== 0000938492-99-000033.txt : 19990121 0000938492-99-000033.hdr.sgml : 19990121 ACCESSION NUMBER: 0000938492-99-000033 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990120 GROUP MEMBERS: ANTHONY DIGIIANDOMENICO GROUP MEMBERS: CHRISTOPHER A. MARLETT GROUP MEMBERS: JAMES D. BOWYER GROUP MEMBERS: MDB CAPITAL GROUP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORION ACQUISITION CORP II CENTRAL INDEX KEY: 0001011835 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 133863260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53711 FILM NUMBER: 99508855 BUSINESS ADDRESS: STREET 1: 1430 BROADWAY STREET 2: 13TH FL CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2123911392 MAIL ADDRESS: STREET 1: 1430 BROADWAY 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MDB CAPITAL GROUP LLC CENTRAL INDEX KEY: 0001069174 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 WILSHIRE BLVD SUITE 1750 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 3109175656 MAIL ADDRESS: STREET 1: 100 WILSHIRE BLVD SUITE 1750 CITY: SANTA MONICA STATE: CA ZIP: 90401 SC 13D 1 SCHEDULE 13D ------------------------------- OMB APPROVAL ------------------------------- OMB Number: 3235-0145 UNITED STATES Expires: August 31, 1999 SECURITIES AND EXCHANGE COMMISSION Estimated average burden Washington, D.C. 20549 hours per form .......14.90 ------------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___) Orion Acquisition Corp. II ------------------------------------- (Name of Issuer) Common Stock, $.01 par value ------------------------------------- (Title Class of Securities) 685924 102 ------------------------------------- (CUSIP Number) MDB Capital Group LLC 100 Wilshire Boulevard 17th Floor Santa Monica, California 90401 ----------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 12, 1999 --------------------------------------------------------- (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 Rule 13d-1(b)(3) or (4), check the following box 9. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). Page 1 of 11 Pages SCHEDULE 13D - ------------------------- --------------------------- CUSIP No. 685924102 Page 2 of 11 Pages - ------------------------- --------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) MDB Capital Group LLC - ------------------------------------------------------------------------------- 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) WC - Working Capital - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 9 - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of California - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 48,450 NUMBER OF ----------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY ----------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 48,450 WITH ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,450 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* BD - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ------------------------- --------------------------- CUSIP No. 685924102 Page 3 of 11 Pages - ------------------------- --------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Anthony DiGiandomenico - ------------------------------------------------------------------------------- 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 - Personal Funds - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 9 - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,000 NUMBER OF ---------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 48,450(1) EACH ---------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,000 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 48,450(1) - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 49,450 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. (1) Held in trading account of MDB Capital Group LLC of which Reporting Person is a member and an operating officer. SCHEDULE 13D - ------------------------- --------------------------- CUSIP No. 685924102 Page 4 of 11 Pages - ------------------------- --------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) James D. Bowyer - ------------------------------------------------------------------------------- 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 - Personal Funds - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 9 - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 53,400(1) NUMBER OF ---------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 48,450(2) EACH ---------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 53,400(1) ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 48,450(2) - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 101,850 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. (1) Includes 43,400 shares held in the James D. Bowyer Pension Plan of which Reporting Person is the sole trustee. (2) Held in trading account of MDB Capital Group LLC of which Reporting Person is a member and an operating officer. SCHEDULE 13D - ------------------------- --------------------------- CUSIP No. 685924102 Page 5 of 11 Pages - ------------------------- --------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Christopher A. Marlett - ------------------------------------------------------------------------------- 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 - Personal Funds - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 9 - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 35,550 NUMBER OF ---------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 48,450(1) EACH ---------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 35,550 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 48,450(1) - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 84,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. (1) Held in trading account of MDB Capital Group LLC of which Reporting Person is a member and an operating officer. Item 1. Securities and Issuer The class of equity securities to which this statement relates is the Common Stock, $.01 par value, of Orion Acquisition Corp. II ("Company"), a Delaware corporation, whose principal executive offices are located at 1430 Broadway, 13th Floor, New York, New York 10018. Item 2. Identity and Background This statement is filed on behalf of MDB Capital Group LLC, a limited liability corporation organized and existing under the laws of the State of [California] ("MDB"). MDB's business address is 100 Wilshire Boulevard, 17th Floor, Santa Monica, California 90401. MDB is a registered broker-dealer and investment firm. This statement is also filed on behalf of Messrs. Christopher A. Marlett ("Marlett"), James D. Bowyer ("Bowyer") and Anthony DiGiandomenico ("DiGiandomenico"), all of whom are the members of the limited liability corporation, MDB. Each of these persons is a full-time employee of MDB at the above address. Each of these persons is a United States citizen. Marlett, Bowyer, DiGiandomenico and MDB are collectively referred to as the "Reporting Persons." Neither MDB nor Marlett nor Bowyer nor DiGiandomenico has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. Neither MDB nor Marlett nor Bowyer nor DiGiandomenico has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order enjoining it from engaging in future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years. Item 3. Source and Amount of Funds or Other Consideration MDB used corporate working capital funds to acquire the Common Stock reported upon in this Schedule 13D as owned by it. Marlett, Bowyer and DiGiandomenico used personal funds to acquire the Common Stock reported upon in this Schedule 13D as owned by them . Each of these persons, if they make future purchases of the Common Stock, will use their corporate or personal funds as the case may be. None of these persons has borrowed and does not contemplate borrowing any funds to acquire Common Stock. Page 6 of 11 Pages Item 4. Purpose of Transactions The Common Stock acquired by MDB was acquired in its trading account in the course of market-making activities as a registered broker-dealer. The Common Stock was initially acquired by each of Marlett, Bowyer and DiGiandomenico as an investment. The Company distributed a proxy statement dated December 8, 1998 to solicit proxies on behalf of current management for a special meeting of stockholders. The purpose of the meeting is to approve a plan of liquidation and dissolution of the Company. The proxy statement was received by each of the Reporting Persons, as beneficial owners, on January 8, 1999. The meeting was scheduled for January 12, 1999 and was postponed for a lack of quorum to January 20, 1999. Each of the Reporting Persons determined that dissolution of the Company was not in their best interests. On January 12, 1999 Marlett met with management to propose alternative actions to the plan of liquidation and dissolution. As a consequence of the discussions, the Reporting Persons may undertake one or more of the actions set forth below. (a) Each of Marlett, Bowyer and DiGiandomenico may acquire additional securities from time to time in the market or in private transactions. None of these persons has any agreements or specific plans to acquire any Common Stock at this time, except as to MDB discussed below. None of these persons intends to dispose of any Common Stock now held or acquired in the future. MDB conducts ongoing market-making activities in the Common Stock. MDB intends to acquire and dispose of Common Stock in connection with these activities on a regular basis to the extent permitted by law. MDB expects to increase its holdings of Common Stock in its trading account over time. MDB may assign shares of Common Stock in its trading account to its investment account. (b) The Company was formed for the specific purpose of identifying an operating business for acquisition and completing a merger or other business combination with it. Each of the Reporting Persons intends to cause the Company to continue this business objective. The Reporting Persons and the Company have not identified at this time any business for acquisition and have no agreements or arrangements for a merger or other business combination. (c) The principal asset of the Company is cash. These funds are held in an escrow account aggregating approximately $8,930,000. The Reporting Persons intend to cause a termination of the escrow account. If the escrow account is terminated, the Reporting Persons intend to cause the distribution of a significant portion of the funds as a return of capital and dividend income to the holders of only those shares of the Common Stock issued in the initial public offering of the Company on July 2, 1996. Funds not distributed may be constructively transferred to another entity in connection with a merger or business combination and will be used to fund the operations and pay the expenses of the Company. (d) The Reporting Persons intend to cause a change in all the current directors of the Company and a concomitant change in the officers. It is the current intention of the Reporting Persons to negotiate with management of the Company to call a meeting of the stockholders for the purpose of electing a new slate of directors The Reporting Persons may propose as director nominees their affiliates, themselves, or persons who they believe will be inclined to their points of view. Notwithstanding the foregoing, it is possible that the entire board of directors or control of the board of directors, may be changed by filling vacancies of resigning persons or filling newly created vacancies. (e)ab The Reporting Persons intend to cause a change in the capital structure of the Company. The change may be effected by the elimination of some or all of the outstanding classes of equity securities and/or by modification of outstanding equity securities and the terms of outstanding options and warrants. These changes may be effected through negotiation and/or shareholder action. Page 7 of 11 Pages As discussed above, the Reporting Persons intend to effect a distribution of some of the cash assets of the Company. (f) The Reporting Persons intend to cause a change in the Certificate of Incorporation to eliminate the requirement that two-thirds of the stockholders of the Company are required to approve a business combination. This will be done in the near future, prior to any negotiations for a merger or other business combination. The effect of this may be to permit the Company to enter into a merger or business combination without the prior approval of the stockholders of the Company. The Reporting Persons currently do not intend to make material changes in the corporate structure, charter, bylaws, or corresponding instruments other than as described above or take other actions which may impede the acquisition of control of the Company by any person. Notwithstanding the foregoing, circumstances may arise where it is advisable to make such changes. It is expected that in connection with a merger or business combination there will be changes to the constituent documents of the Company and introduction of various anti-takeover provisions. (g) The Reporting Persons do not intend to cause any class of securities 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; or to cause a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities and Exchange Act of 1934. Item 5. Interest in Securities of the Issuer MDB is the owner of 48,450 shares of Common Stock. All of the shares are held in the trading account of MDB. MDB acquired an aggregate of 6,100 shares of Common Stock during the 60 days ending January 15, 1999 in the course of its market-making activities. All of these shares were acquired on the OTC Bulletin Board at various prices, on different dates during this 60 day period. MDB owns 5.4% of the Common Stock. DiGiandomenico owns 1,000 shares of Common Stock. DiGiandomenico has sole voting and dispositive power over these shares. DiGiandomenico has shared voting and dispositive power over the 48,450 shares of Common Stock owned by MDB because he is a member of MDB and one of three operating persons of MDB. DiGiandomenico is deemed to beneficially own 49,450 shares of Common Stock representing 5.6% of the outstanding shares of Common Stock. Page 8 of 11 Pages Bowyer owns 10,000 shares of Common Stock directly and 43,400 shares of Common Stock indirectly in the James D. Bowyer Pension Plan of which he is the sole trustee. Bowyer has sole voting and dispositive power over 53,400 shares of Common Stock. Bowyer has shared voting and dispositive power over the 48,450 shares of Common Stock owned by MDB because he is a member of MDB and one of the three operating persons of MDB. Bowyer is deemed to beneficially own 101,860 shares of Common Stock representing 11.4% of the outstanding shares of Common Stock. Bowyer acquired the 10,000 shares of Common Stock of which he is the direct owner, on November 24, 1998, on the OTC Bulletin Board, at a market price of $9.125 per share. Marlett owns 35,550 shares in the Christopher A. Marlett Living Trust ("Trust") of which Marlett is the sole trustee. Marlett has sole voting and dispositive power over 35,550 shares of Common Stock. Marlett has shared voting and dispositive power over the 48,450 shares of Common Stock owned by MDB because he is a member of MDB and one of the three operating persons of MDB. Marlett is deemed to beneficially own 84,000 shares of Common Stock representing 9.4% of the outstanding shares of Common Stock. Marlett, through the Trust, acquired 10,000 shares of Common Stock on November 24, 1998, on the OTC Bulletin Board, at a market price of $9.125 per share. Item 6. Contracts, Agreements, Understandings or Relationship with Respect to Securities of Issuer There are no agreements, contracts or arrangements among the Reporting Persons with respect to the Common Stock. MDB is a limited liability company of which Marlett, Bowyer and DiGiandomenico are the sole members and the three operating persons. Item 7. Materials to be Filed as Exhibits (10.1) Joint Filing Agreement among MDB Capital Group LLC, Christopher A. Marlett, James D. Bowyer and Anthony DiGiandomenico Page 9 of 11 Pages SIGNATURES 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: January 19, 1999 MDB Capital Group LLC /s/ Christopher A. Marlett --------------------------- By: Christopher A. Marlett Authorized Signatory /s/ Christopher A. Marlett ------------------------------ Christopher A. Marlett /s/ James D. Bowyer ------------------------------ James D. Bowyer /s/ Anthony DiGiandomenico ------------------------------ Anthony DiGiandomenico Page 10 of 11 Pages EX-10.1 2 JOINT FILING AGREEMENT EXHIBIT 10.1 Joint Filing Agreement Agreement dated as of January 15, 1999, among MDB Capital Group LLC, Christopher A. Marlett, James D. Bowyer and Anthony DiGiandomenico (collectively, the "Parties"). Each of the Parties hereto represents to the other Parties that it is eligible to use Schedule 13D to report its beneficial interest in shares of common stock, $.01 par value per share, of Orion Acquisition Corp. II. owned of record by the MDB Capital Group LLC ("Schedule 13D") and it will file the Schedule 13D on behalf of itself. Each of the Parties agrees to be responsible for the timely filing of the Schedule 13D and any and all amendments thereto and for the completeness and accuracy of the information concerning itself contained in the Schedule 13D, and the other Parties to the extent it knows or has reason to believe that any information about the other Parties is inaccurate. MDB Capital Group LLC /s/ Christopher A. Marlett --------------------------- By: Christopher A. Marlett Authorized Signatory /s/ Christopher A. Marlett ------------------------------ Christopher A. Marlett /s/ James D. Bowyer ------------------------------ James D. Bowyer /s/ Anthony DiGiandomenico ------------------------------ Anthony DiGiandomenico -----END PRIVACY-ENHANCED MESSAGE-----