0000912057-01-534085.txt : 20011009 0000912057-01-534085.hdr.sgml : 20011009 ACCESSION NUMBER: 0000912057-01-534085 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011001 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEKGRAF INC CENTRAL INDEX KEY: 0001044167 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 582033795 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53091 FILM NUMBER: 1749757 BUSINESS ADDRESS: STREET 1: 980 CORPORATE WOODS PARKWAY CITY: VERNON HILLS STATE: IL ZIP: 60061 BUSINESS PHONE: 4042520201 MAIL ADDRESS: STREET 1: 980 CORPORATE WOODS PARKWAY CITY: VERNON HILLS STATE: IL ZIP: 60061 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RYCHEL WILLIAM M CENTRAL INDEX KEY: 0001096756 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 980 CORPORATE WOODS PARKWAY CITY: VERNON HILLS STATE: IL ZIP: 60061 BUSINESS PHONE: 8473610001 MAIL ADDRESS: STREET 1: 980 CORPORATE WOODS PARKWAY CITY: VERNON HILLS STATE: IL ZIP: 60061 SC 13D/A 1 a2059678zsc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) TEKGRAF, INC. ---------------------------------------- (Name of Issuer) Common Stock, Par Value $.01 per Share ---------------------------------------- (Title of Class of Securities) 879102 10 1 ---------------------------------------- (CUSIP Number) Thomas M. Mason Stephen A. Tsoris Tekgraf, Inc. Gardner, Carton & Douglas 980 Corporate Woods Parkway 321 North Clark Street, Suite 2900 Vernon Hills, Illinois 60061 Chicago, Illinois 60610 (847) 913-5888 (312) 245-8431 ---------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 31, 2001 ---------------------------------------- (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(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) Page 2 of 5 13D CUSIP NO. 29287210-8 1. Name of Reporting Person/I.R.S. Identification No. of Above Person William M. Rychel ------------------------------------------------------------------------------- 2. Check the Appropriate Box If a Member of a Group (a) / / (b) / / ------------------------------------------------------------------------------- 3. SEC Use Only ------------------------------------------------------------------------------- 4. Source of Funds N/A ------------------------------------------------------------------------------- 5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) / / ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States ------------------------------------------------------------------------------- 7. Sole Voting Power 1,215,634 ------------------------------------ NUMBER OF SHARES 8. Shared Voting Power BENEFICIALLY 0 OWNED BY ----------------------------------- EACH REPORTING 9. Sole Dispositive Power PERSON 408,651 WITH ----------------------------------- 10. Shared Dispositive Power 806,983 ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,215,634 ------------------------------------------------------------------------------- 12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares / / ------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 24.53% ------------------------------------------------------------------------------- 14. Type of Reporting Person IN ------------------------------------------------------------------------------- Page 3 of 5 Pursuant to the Settlement Agreement and Mutual Releases dated December 21, 2000 by and between the Issuer and Anita Ltd. the Issuer repurchased certain shares of its common stock held by Anita, Ltd. and therefore the percentage ownership of the Reporting Person was changed. Also, in March certain Escrow Agreements were terminated and shares released thereby changing the percentage ownership of the Reporting Person. Item 1. Security and Issuer. This Schedule 13D relates to shares of the common stock, par value $.01 per share (the "Shares"), of Tekgraf, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 980 Corporate Woods Parkway, Vernon Hills, Illinois, telephone no. 847-913-5888. Item 2. Identity and Background. (a)-(c), (f) This Schedule 13D is being filed by William M. Rychel. Mr. Rychel has been President and Chief Executive Officer and a Director since October 1998. The Company distributes and services computer hardware and peripheral devices. The Reporting Person's business address is c/o Tekgraf, Inc., 980 Corporate Woods Parkway, Vernon Hills, Illinois 60061. The Reporting Person is a United States citizen. (d)-(e) During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 or prohibiting activities subject to federal or state securities laws or finding any violation of such laws. Item 3. Source and Amount of Funds or Other Consideration. Not applicable. Item 4. Purpose of Transaction. Changes caused by settlement of dissenters' rights litigation and repurchase of dissenters' shares of common stock and release of certain escrow shares. Item 5. Interest in Securities of the Issuer. (a) As of August 31, 2001, Mr. Rychel owned 1,215,634 shares of common stock. (b) Mr. Rychel has sole voting power over 1,215,634 shares of common stock of the Issuer. Mr. Rychel has sole dispositive power over 408,651 shares of common stock of the Issuer. 806,983 shares of common stock of the Issuer are subject to that certain Stock Pledge Agreement between Mr. Rychel and the Issuer dated as of December 1, 1999. While these shares are pledged, Mr. Rychel has no dispositive power over the shares except by complying with certain terms of the Stock Pledge Agreement. (c) None. Page 4 of 5 (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None Item 7. Material to Be Filed as Exhibits.

EXHIBIT NO. DESCRIPTION ----------- ----------- 7.1 Settlement Agreement and Mutual Releases (Incorporated herein by reference from the Form 8-K filed by the Issuer on January 4, 2001).

Page 5 of 5 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. WILLIAM M. RYCHEL By: /s/ William M. Rychel ------------------------------------ Dated: August 31, 2001