-----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, WW2eVZ1j/n+510l0ZHzoY+d8iiQhCYRH/UclRE2PmuWJoPaMpIcMDXnChcT+qD2k jemt0bduu/l56WTd/GA8hg== 0001056590-04-000034.txt : 20040810 0001056590-04-000034.hdr.sgml : 20040810 20040810093048 ACCESSION NUMBER: 0001056590-04-000034 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040810 GROUP MEMBERS: EVELYN HOLTZMAN GROUP MEMBERS: JEWELCOR MANAGEMENT, INC. GROUP MEMBERS: JEWELCOR, INC. GROUP MEMBERS: S. H. HOLDINGS, INC. GROUP MEMBERS: SEYMOUR HOLTZMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARGONAUT TECHNOLOGIES INC CENTRAL INDEX KEY: 0001112880 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 943216714 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59547 FILM NUMBER: 04963162 BUSINESS ADDRESS: STREET 1: 1101 CHESS DRIVE STREET 2: . CITY: FOSTER CITY STATE: CA ZIP: 94598 BUSINESS PHONE: 650-655-4300 MAIL ADDRESS: STREET 1: 1101 CHESS DRIVE STREET 2: . CITY: FOSTER CITY STATE: CA ZIP: 94598 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JEWELCOR MANAGEMENT INC CENTRAL INDEX KEY: 0001056590 IRS NUMBER: 232331228 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 BUSINESS PHONE: 5708226277 MAIL ADDRESS: STREET 1: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 SC 13D/A 1 agnt13d5.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 5) Under the Securities Exchange Act of 1934 Argonaut Technologies, Inc. --------------------------- (Name of Issuer) Common Stock, $.0001 par value ------------------------------ (Title of Class of Securities) 040175101 --------- (CUSIP Number) Seymour Holtzman c/o Jewelcor Companies 100 N. Wilkes Barre Blvd. Wilkes Barre, Pennsylvania 18702 (570) 822-6277 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 6, 2004 -------------- (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 ss.ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: |_| Introduction. This amends and supplements the Schedule 13D dated May 6, 2004, as amended by Amendment No. 1 thereto dated May 18, 2004, Amendment No. 2 thereto dated May 19, 2004, Amendment No. 3 thereto dated May 25, 2004, and Amendment No.4 thereto dated August 3, 2004 (the "Schedule 13D"), filed with the Securities and Exchange Commission by Seymour Holtzman, Evelyn Holtzman, Jewelcor Management, Inc. ("JMI"), S.H. Holdings, Inc. and Jewelcor Incorporated (collectively, the "Reporting Persons") with respect to the common stock, $.0001 par value (the "Common Stock"), of Argonaut Technologies, Inc., a Delaware corporation (the "Issuer"). I. Item 4 of the Schedule 13D, "Purpose of Transaction," is amended and supplemented by adding the following: On August 6, 2004, JMI sent two letters to the Secretary of the Issuer, copies of which are attached hereto as Exhibits 9 and 10. II. Item 7 of the Schedule 13D, "Material to be Filed as Exhibits," is amended by adding the following exhibits: Exhibit 9. Letter dated August 6, 2004, from JMI to the Issuer. Exhibit 10. Letter dated August 6, 2004, from JMI to the Issuer. SIGNATURES ---------- After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: August 10, 2004 JEWELCOR MANAGEMENT, INC. By: /s/ Seymour Holtzman ---------------------------- Name: Seymour Holtzman Title: President JEWELCOR INCORPORATED By: /s/ Seymour Holtzman ---------------------------- Name: Seymour Holtzman Title: President S.H. HOLDINGS, INC. By: /s/ Seymour Holtzman ---------------------------- Name: Seymour Holtzman Title: President /s/ Seymour Holtzman ------------------------------- Seymour Holtzman /s/ Evelyn Holtzman ------------------------------- Evelyn Holtzman EX-9 2 exhibit9.txt Exhibit 9. VIA FACSIMILE and FEDERAL EXPRESS August 6, 2004 Secretary Argonaut Technologies, Inc. 1101 Chess Drive Foster City, CA 94404 Re: Notice to the Secretary To Whom It May Concern Jewelcor Management, Inc. ("Jewelcor"), the holder of record of an aggregate of 2,500 shares of common stock, par value $.0001 per share (the "Common Stock"), of Argonaut Technologies, Inc., a Delaware corporation (the "Company"), pursuant to Section 220 of the Delaware General Corporation Law (the "DGCL"), hereby demands that it (or its attorneys, representatives or agents) be given the opportunity to inspect, during the Company's usual business hours, the following records and documents of the Company and to make copies or extracts therefrom: All books and records reflecting, recording, referring to or relating to proposals or consideration by or on behalf of the Company or proceedings of the Company's board of directors (including any committees or special committees thereof) in connection with: (i) the Company's consideration, review and adoption of the Preferred Stock Rights Agreement dated as of May 24, 2004; (ii) the Company's consideration, review and adoption on May 24, 2004 of amendments to the Company's Amended and Restated Bylaws; (iii) the Company's recent consideration and review of and decision to return to the Nasdqaq National Market from the Nasdaq small cap market; and (iv) All attorneys' fees incurred by the Company since January 1, 2004 that relate to "shareholder challenges" or shareholder actions. The purpose of this demand is to determine whether the actions described above were taken for a lawful purpose and in the interests of stockholders, and to communicate with other stockholders of the Company with respect to such matters. Jewelcor agrees to bear the reasonable costs incurred by the Company in connection with the production of the requested materials. Jewelcor hereby designates the undersigned, its Vice President/General Counsel, and/or any person designated by the undersigned, acting together, singly or in any combination, to conduct the requested examination and copying of materials. Please advise the undersigned (Tel: 570-822-6277, ext. 18) as to the time and place that the requested information will be made available in accordance with this demand. As you are no doubt aware, the DGCL requires your response to our request within five business days of the date of this letter. An affidavit relating to this stockholder demand pursuant to Section 220 of the DGCL has been attached to this letter. Also attached is a copy of a stock certificate in the name of Jewelcor showing it to be the record owner of 2,500 shares of the Company's Common Stock. The undersigned trusts that this request complies in all respects with applicable law. If the Company believes this request is deficient in any respect, please contact the undersigned immediately so that any alleged deficiencies may be promptly addressed. The undersigned trusts that the Company will promptly comply with its obligations under the DGCL and will not impose on Jewelcor and the Company the expense of initiating legal action to compel the delivery of the requested books and records. Please acknowledge receipt of this letter by signing and dating the enclosed copy of this letter and returning the same to the undersigned in the enclosed envelope. Very truly yours, Jewelcor Management, Inc. By:_____________/s/_______________ cc: Peter Smith, Esq. Richard L. Huffsmith Kramer Levin Naftalis & Frankel Vice President/General Counsel RECEIPT ACKNOWLEDGED ON August ___, 2004 ARGONAUT TECHNOLOGIES, INC. By:_________________________ Name: Title: AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA) ) ss. COUNTY OF LUZERNE ) Richard L. Huffsmith, on behalf of Jewelcor Management, Inc., having been duly sworn, deposes and says that he has executed the stockholder demand to which this Affidavit is attached on behalf of Jewelcor Management, Inc. and that the facts and statements contained in such demand are true and correct in all material respects. ______/s/________________ Richard L. Huffsmith SWORN TO AND SUBSCRIBED BEFORE ME THIS DAY OF AUGUST, 2004 ______________________________________ Notary Public \\w2k3server\users$\JQuigley\Argonaut\Notice to Secretary of Argonaut 8-6-04 2.doc EX-10 3 exhibit10.txt Exhibit 10. VIA FACSIMILE and FEDERAL EXPRESS August 6, 2004 Secretary Argonaut Technologies, Inc. 1101 Chess Drive Foster City, CA 94404 Re: Notice to the Secretary To Whom It May Concern: Jewelcor Management, Inc. ("Jewelcor"), the holder of record of an aggregate of 2,500 shares of common stock, par value $.0001 per share (the "Common Stock"), of Argonaut Technologies, Inc., a Delaware corporation (the "Company"), pursuant to Section 220 of the Delaware General Corporation Law (the "DGCL"), hereby demands that it be given the right (for itself and its attorneys, agents and representatives) to inspect, during the Company's usual business hours, the following records and documents of the Company and to make and receive copies or extracts therefrom: A. A complete record or list of the Company's stockholders certified by its transfer agent(s) and/or registrar(s), which record or list sets forth the name and address of each stockholder of the Company and the number of shares of Common Stock registered in the name of each stockholder as of the most current practicable date. B. A magnetic computer tape list of the Company's stockholders as of the most recent practicable date, which sets forth the name and address of each stockholder and the number of shares of Common Stock registered in the name of each stockholder, together with any computer processing information that may be relevant to the use of such computer tape, and a printout of such magnetic computer tape for verification purposes. C. All information in or which comes into the Company's possession or control, or which can reasonably be obtained from nominees of any central certificate depository system, concerning the number and identity of the actual beneficial owners of Common Stock, including a list of all owners who hold Common Stock in the name of Cede & Co. or other similar nominees and the actual beneficial owners of the Common Stock and any respondent bank listings obtained pursuant to the requirements of Rule 14b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and a list or lists containing the name, address, and number of shares of Common Stock attributable to participants in any employee stock ownership, incentive, profit sharing, savings, retirement, stock option, stock purchase, restricted stock or other comparable plan of the Company in which the voting of shares held by such plan is made, directly or indirectly, individually or collectively, by participants in such plan. D. As promptly as practicable, any and all omnibus proxies and correspondent participant listings with respect to all nominees and respondent banks which are currently in effect pursuant to Rule 14b-2 promulgated under the Exchange Act. E. All lists, tapes and other data in or which come into the possession or control of the Company, or which can reasonably be obtained pursuant to Rules 14b-1 and 14b-2 promulgated under the Exchange Act, which set forth the name and address of, and the number of shares owned by, each beneficial owner of Common Stock who has not objected to having his or her name disclosed or consenting beneficial owner (the "non-objecting beneficial owner" or "NOBO" list). F. A "stop transfer" list or stop list relating to the shares of Common Stock. G. All additions, deletions, changes and corrections to any of the information requested pursuant to paragraphs A through F from the date hereof until the undersigned requests termination of the transmission of such materials. The purpose of this demand is to permit Jewelcor to communicate with other stockholders of the Company with respect to matters relating to our mutual interests as stockholders of the Company, including but not limited to, subject to compliance with applicable law, the composition of the Company's board of directors (including replacement of the existing board of directors), the actions of the Company's board of directors in implementing the May 24, 2004 stock rights agreement and amending certain Bylaw provisions and enhancing shareholder value. Jewelcor agrees to bear the reasonable costs incurred by the Company in connection with the production of the requested materials. Jewelcor hereby designates and authorizes the undersigned, its Vice President/General Counsel, and/or any other persons designated by the undersigned, acting together, singly or in any combination, to conduct the requested examination and copying of materials. It is requested that the information identified above be made available to the designated parties as soon as possible. Please advise the undersigned (Tel: 570-822-6277, ext. 18) as to the time and place that the requested information will be made available in accordance with this demand. As you are no doubt aware, the DGCL requires your response to our requests in subsections A through F within five business days of the date of this letter. An affidavit relating to this stockholder demand pursuant to Section 220 of the DGCL has been attached to this letter. Also attached is a copy of a stock certificate in the name of Jewelcor showing it to be the record owner of 2,500 shares of the Company's Common Stock. Jewelcor is also the beneficial owner of additional shares of common stock of the Company. The undersigned trusts that this request complies in all respects with applicable law. If the Company believes this request is deficient in any respect, please contact the undersigned immediately so that any alleged deficiencies may be promptly addressed. The undersigned trusts that the Company will promptly comply with its obligations under the DGCL and will not impose on Jewelcor and the Company the expense of initiating legal action to compel the delivery of the stockholder list. Please acknowledge receipt of this letter by signing and dating the enclosed copy of this letter and returning the same to the undersigned in the enclosed envelope. Very truly yours, Jewelcor Management, Inc. By:_________/s/___________________ cc: Peter Smith, Esq. Richard L. Huffsmith Kramer Levin Naftalis & Frankel Vice President/General Counsel RECEIPT ACKNOWLEDGED ON August ___, 2004 ARGONAUT TECHNOLOGIES, INC. By:_________________________ Name: Title: \\w2k3server\users$\JQuigley\Argonaut\Notice to Secretary of Argonaut 8-6-04.doc AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA) ) ss. COUNTY OF LUZERNE ) Richard L. Huffsmith, on behalf of Jewelcor Management, Inc., having been duly sworn, deposes and says that he has executed the stockholder demand to which this Affidavit is attached on behalf of Jewelcor Management, Inc. and that the facts and statements contained in such demand are true and correct in all material respects. _________/s/_____________ Richard L. Huffsmith SWORN TO AND SUBSCRIBED BEFORE ME THIS DAY OF AUGUST, 2004 ______________________________________ Notary Public -----END PRIVACY-ENHANCED MESSAGE-----