0001193125-11-262342.txt : 20111003 0001193125-11-262342.hdr.sgml : 20111003 20111003122439 ACCESSION NUMBER: 0001193125-11-262342 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111003 DATE AS OF CHANGE: 20111003 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EDAC TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000772572 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 391515599 STATE OF INCORPORATION: WI FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37993 FILM NUMBER: 111119112 BUSINESS ADDRESS: STREET 1: 1806 NEW BRITAIN AVE CITY: FARMINGTON STATE: CT ZIP: 06032 BUSINESS PHONE: 8606772603 MAIL ADDRESS: STREET 1: EDAC TECHNOLOGIES CORP STREET 2: 1806 NEW BRITAIN AVE CITY: FARMINGTON STATE: CT ZIP: 06032 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAGANO DOMINICK A CENTRAL INDEX KEY: 0001247149 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 10 SASQUA TRAIL CITY: WESTON STATE: CT ZIP: 06883 SC 13D/A 1 d237563dsc13da.htm SCHEDULE 13D AMENDMENT NO. 3 Schedule 13D Amendment No. 3

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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. 3)*

 

 

 

EDAC TECHNOLOGIES CORPORATION

(Name of Issuer)

 

 

 

COMMON STOCK, $0.0025 PAR VALUE PER SHARE

(Title of Class of Securities)

 

279285100

(CUSIP Number)

 

Dominick A. Pagano

President and Chief Executive Officer

EDAC Technologies Corporation

1806 New Britain Avenue, Farmington, Connecticut 06032

(860) 677-2603

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

OCTOBER 1, 2011

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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.

 

 

 

*   The remainder of the 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).

 

 

 


SCHEDULE 13D

 

CUSIP No. 279285100   Page 2 of 5

 

  1   

NAME OF REPORTING PERSON

 

Dominick A. Pagano

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    PF

  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

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    827,085

     8   

SHARED VOTING POWER

 

    -0-

     9   

SOLE DISPOSITIVE POWER

 

    827,085

   10   

SHARED DISPOSITIVE POWER

 

    -0-

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    827,085

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    16.7%

14

 

TYPE OF REPORTING PERSON

 

    IN


SCHEDULE 13D

 

CUSIP No. 279285100   Page 3 of 5

 

This Amendment No. 3 (the “Third Amendment”) amends the initial statement on Schedule 13D (“Schedule 13D”) filed by Dominick A. Pagano on November 21, 2008, the First Amendment filed by Dominick A. Pagano on October 6, 2009 and the Second Amendment filed by Dominick A. Pagano on October 5, 2010 with respect to the common stock, par value $0.0025 per share (the “Common Stock”), of EDAC Technologies Corporation, a Wisconsin corporation (the “Issuer”). The purpose of this Third Amendment is to report a change in the number of shares of Common Stock beneficially owned by Mr. Pagano.

 

ITEM 5 Interest in Securities of the Issuer.

The information in Item 5 of Schedule 13D is hereby amended and restated in its entirety as follows:

(a) and (b).

Based upon information contained in the Issuer’s quarterly report on Form 10-Q for the quarter ended July 2, 2011, the ownership percentages contained herein assume that there are 4,944,800 shares of Common Stock outstanding as of July 27, 2011.

Mr. Pagano beneficially owns an aggregate of 827,085 shares of Common Stock, which includes options to acquire 100,001 shares of Common Stock that will vest within 60 days as follows: 83,334 shares on November 30, 2011, and 16,667 shares on December 2, 2011. Mr. Pagano’s current beneficial ownership represents 16.7% of the total number of shares of Common Stock outstanding. Mr. Pagano exercises sole voting and dispositive power with respect to such shares of Common Stock.

(c). Not applicable.

(d). Not applicable.

(e). Not applicable.

 

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information in Item 6 of Schedule 13D is hereby amended and restated in its entirety as follows:

As an officer and director of the Issuer, Mr. Pagano is eligible to participate in the Issuer’s 2000 Employee Stock Option Plan, 2000-B Employee Stock Option Plan, 2008 Equity Incentive Plan, and 2011 Equity Incentive Plan (collectively, the “Plans”). As of the date of this Schedule 13D, Mr. Pagano has 431,667 outstanding stock options and 15,000 restricted shares that were granted to him pursuant to the Plans. The stock options generally have an exercise price equal to the closing price of the Issuer’s Common Stock on the date of the applicable grant, except that 50,000 stock options granted in December 2008, 46,000 stock options granted in December 2009 and 15,000 stock options granted in August 2011 have an exercise price equal to 1.1 times the closing price of the Issuer’s Common Stock on the date of the applicable grant because the options were incentive stock options and at that time Mr. Pagano owned more than 10% of the


SCHEDULE 13D

 

CUSIP No. 279285100   Page 4 of 5

 

outstanding shares of Common Stock of the Issuer. The stock options generally have a five year term from the applicable grant date, and are generally exercisable 1/3 after 1 year, 2/3 after 2 years and are fully exercisable after 3 years from the date of the applicable grant. The restricted shares are vested 1/3 after 1 year, 2/3 after 2 years and are fully vested after 3 years from the date of the applicable grant. The restricted shares have no voting rights until they vest.


SCHEDULE 13D

 

CUSIP No. 279285100   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.

Dated: October 3, 2011

 

/s/ Dominick A. Pagano

Dominick A. Pagano