-----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, TXBVwmcMyvOufNM6OJqfHBZI+l1MPKfBVgz6CQKV7OIzpayW0oDI2S7iqNZ/y/4B lvFqSH4jkS4g3Zky5FdKvQ== 0000909012-09-000177.txt : 20090203 0000909012-09-000177.hdr.sgml : 20090203 20090203163420 ACCESSION NUMBER: 0000909012-09-000177 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090203 DATE AS OF CHANGE: 20090203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PASSUR Aerospace, Inc. CENTRAL INDEX KEY: 0000225628 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 112208938 STATE OF INCORPORATION: NY FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-07326 FILM NUMBER: 09565357 BUSINESS ADDRESS: STREET 1: 47 ARCH STREET CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036224086 MAIL ADDRESS: STREET 1: 47 ARCH STREET CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: MEGADATA CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MEGADATA COMPUTER & COMMUNICATIONS CORP DATE OF NAME CHANGE: 19770201 FORMER COMPANY: FORMER CONFORMED NAME: BELLOK DEVICES INC DATE OF NAME CHANGE: 19740314 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GILBERT G S BECKWITH CENTRAL INDEX KEY: 0000916525 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O FIELD POINT CAPITAL MANAGEMENT CO STREET 2: 104 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036298757 MAIL ADDRESS: STREET 1: FIELD POINT CAPITAL MANAGEMENT CO STREET 2: 104 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D 1 t304932.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (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. 10)* PASSUR AEROSPACE, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 585145105 - -------------------------------------------------------------------------------- (CUSIP Number) G.S.BECKWITH GILBERT FIELD POINT CAPITAL MANAGEMENT COMPANY 47 ARCH STREET GREENWICH, CT 06830 (203) 629-8757 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 28, 2009 - -------------------------------------------------------------------------------- (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(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 ("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). 1 NAME OF REPORTING PERSON G.S. Beckwith Gilbert I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)|X| (B)|_| 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) 00 5 CHECK 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 NUMBER OF 2,653,515* SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 70,000** EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 2,653,515* WITH 10 SHARED DISPOSITIVE POWER 70,000** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,723,515* 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.7% 14 TYPE OF REPORTING PERSON (See Instructions) IN * Of these shares, 156,000 shares are held in Mr. Gilbert's IRA account. ** Mr. Gilbert disclaims beneficial ownership of these shares, which are held by the Gilbert Family Trust, of which he is a trustee. 1 1 NAME OF REPORTING PERSON Gilbert Family Trust I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)|X| (B)|_| 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) 00 5 CHECK 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 NUMBER OF 70,000 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 70,000 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 70,000 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% 14 TYPE OF REPORTING PERSON (See Instructions) OO 2 INTRODUCTION This is Amendment No. 10 to a statement on Schedule 13D (the "Original Schedule 13D") filed by G.S. Beckwith Gilbert relating to the shares of Common Stock, par value $.01 per share (the "Common Stock"), of PASSUR Aerospace, Inc., a New York corporation ("PASSUR Aerospace" or the "Company"). Items 3, 4 and 5 of the Schedule 13D are amended and supplemented as follows: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION See Item 4. ITEM 4 PURPOSE OF TRANSACTION. The Company entered into a Debt Extension Agreement with Mr. Gilbert, dated as of January 28, 2009 and effective as of November 1, 2008, pursuant to which the Company and Mr. Gilbert agreed to modify certain terms and conditions of an outstanding promissory note previously issued by the Company to Mr. Gilbert. The total amount due and owing on the previously issued note as of November 1, 2008 was $13,814,880. Pursuant to the Debt Extension Agreement, the Company issued a new note in replacement of the previously issued note. Under the terms of the new note, the outstanding principal amount and all accrued and unpaid interest is due and payable on November 1, 2011. A copy of the Debt Extension Agreement is attached as Exhibit 11 hereto. Mr. Gilbert continues to have a significant equity interest in the Company and intends to participate in and influence the formulation of the business plans and strategies of the Company. Except as set forth above, Mr. Gilbert currently has no other plans or intentions which could result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date hereof, Mr. Gilbert and the Gilbert Family Trust had the following interest in the securities of the Company: (i) Mr. Gilbert beneficially owns 2,723,515 shares of Common Stock (including 156,000 shares held in Mr. Gilbert's IRA account and 70,000 shares held by the Gilbert Family Trust) representing approximately 65.7% of the Company's outstanding shares of Common Stock (based upon 4,146,448 shares of PASSUR Aerospace, Inc. Common Stock outstanding as of January 20, 2009, as reported in PASSUR Aerospace, Inc's Annual Report on Form 10-K for the Year ended October 31, 2008, Mr. Gilbert disclaims beneficial ownership of the shares held by the Gilbert Family Trust. (ii) The Gilbert Family Trust beneficially owns 70,000 shares of Common Stock and is the beneficial owner of 1.7% of the Common Stock. 3 (b) Mr. Gilbert has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of the 2,653,515 shares of Common Stock beneficially owned by him and shares with the other Trustees power to vote or to direct the vote and power to dispose or to direct the disposition of the 70,000 shares beneficially owned by the Gilbert Family Trust. (c) There have been no purchases or sales of the Company's stock by Mr. Gilbert within the last sixty days. (d) No person other than each respective owner referred to herein of Common Stock is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of such Common Stock. (e) Not applicable. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit 11 Debt Extension Agreement, dated as of January 28, 2009, between PASSUR Aerospace, Inc. Corporation and G.S. Beckwith Gilbert. 4 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: February 2, 2009 /s/ G.S. Beckwith Gilbert - ------------------------- G.S. Beckwith Gilbert 5 EX-10.3 2 ex10-3.txt Exhibit 10.3 DEBT EXTENSION AGREEMENT This Agreement is made and entered into as of this 1st day of November 2008, by and between G. S. Beckwith Gilbert, of 35 Vista Drive, Greenwich, Connecticut 06830 ("Lender"), and PASSUR Aerospace, Inc. (formerly MEGADATA CORPORATION), a New York corporation, with a principal place of business at 47 Arch Street, Greenwich, Connecticut 06830 ("Borrower" or "PASSUR Aerospace"): WITNESSETH WHEREAS, PASSUR Aerospace has issued a promissory note to Lender for value received; WHEREAS, the total amount due and owing under the promissory note and accrued interest as of November 1, 2008 is $13,814,880; and WHEREAS, Lender and PASSUR Aerospace desire to modify certain terms and conditions of the outstanding promissory note as of the date of this Agreement and issue a replacement promissory note for value received upon the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the parties hereby agree as follows: 1. MODIFICATION OF PREVIOUS NOTES: The outstanding promissory note previously issued to Lender plus accrued interest totaling $13,814,880 in aggregate principal amount shall be modified as set forth herein. 2. ISSUANCE AND TERMS OF REPLACEMENT NOTE: For value received, PASSUR Aerospace shall issue a Replacement Note (the "Replacement Note") to Lender in the aggregate principal amount of $13,814,880. The Replacement Note will be in the form attached as Exhibit A hereto. (a) TERM. The principal amount of the Replacement Note, together with any and all accrued and unpaid interest thereon, shall be paid in full on November 1, 2011. (b) INTEREST. The Replacement Note or any New Replacement Note shall bear interest on the unpaid principal amount, from the date of issuance until paid in full at maturity. Interest shall be payable at the annual rate of 4.5% from November 1, 2008 to January 31, 2009 payable in cash. Beginning February 1, 2009 through October 31, 2011 the annual interest rate will be 9% payable as follows: (i) interest at the annual rate of 6% will be payable in cash and (ii) the remaining interest at the annual rate of 3% will be payable, at the option of the Company in cash or "paid in kind" and added to the principal of the note. Interest payments shall be made annually at October 31 of each year. (c) NEW REPLACEMENT NOTES. If at October 31, 2009 any interest for the year has been "paid in kind" rather than cash, a New Replacement Note shall be issued in the aggregate amount of the Replacement Note, plus any interest "paid in kind". If at October 31, 2010 any interest for the period from November 1, 2009 to October 31, 2010 has been "paid in kind" rather than cash, a second New Replacement Note shall be issued in the aggregate amount of either the Replacement Note or the New Replacement Note, whichever is outstanding at October 31, 2009 plus any interest "paid in kind" during that fiscal year. (d) PREPAYMENT TERMS. The Replacement Note or any New Replacement Note plus accrued interest may be prepaid in full at anytime without penalty. 3. MISCELLANEOUS. (a) AMENDMENT AND MODIFICATION. This Agreement may be amended, modified and supplemented only by a written instrument signed by all of the parties hereto expressly stating that such instrument is intended to amend, modify or supplement this Agreement. (b) ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters. (c) SEVERABILITY. If any provision of this Agreement shall be determined to be invalid or unenforceable under law, such determination shall not affect the validity or enforceability of the remaining provisions of this Agreement. (d) GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules of such state. (e) COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that both parties need not sign the same counterpart. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year written above. PASSUR Aerospace, Inc. 47 Arch Street Greenwich, CT 06830 By: /s/ James T. Barry ------------------------- Name: James T. Barry Title: President and Chief Executive Officer By: /s/ Jeffrey P. Devaney ------------------------- Name: Jeffrey P. Devaney Title: Chief Financial Officer LENDER G.S. Beckwith Gilbert 35 Vista Drive Greenwich, Connecticut 06830 By: /s/ G.S. Beckwith Gilbert ------------------------- Name: G.S. Beckwith Gilbert EXHIBIT A SECURED PROMISSORY NOTE $13,814,880 GREENWICH, CONNECTICUT AS OF NOVEMBER 1, 2008 (a) For value received, PASSUR Aerospace, Inc. (formerly MEGADATA CORPORATION), a New York corporation (hereinafter referred to as "Borrower"), hereby unconditionally PROMISES TO PAY to the order of G.S. Beckwith Gilbert ("Lender"), or his permitted assigns, to an account designated by Lender, in lawful money of the United States of America and in immediately available funds, the principal sum of Thirteen million eight hundred fourteen thousand and eight hundred eighty dollars ($13,814,880) together with interest on the unpaid principal amount of this Note. Interest shall be payable at the annual rate of 4.5% from November 1, 2008 to January 31, 2009 payable in cash. Beginning February 1, 2009 through October 31, 2011 the annual interest rate will be 9% payable as follows: (i) interest at the annual rate of 6% will be payable in cash and (ii) the remaining interest at the annual rate of 3% will be payable, at the option of the Company, in cash or "paid in kind" and added to the principal of the Note. Interest payments shall be made annually at October 31 of each year. The principal amount evidenced hereby will be repaid in full on November 1, 2011. All accrued and unpaid interest hereunder as of November 1, 2011, shall be payable on such date. Notwithstanding the foregoing, the principal amount of the indebtedness evidenced hereby, together with all accrued interest, shall be immediately due and payable upon written notice to Borrower from Lender upon the happening of any of the following Events of Default: (a) Any representation or warranty in the Securities Purchase Agreement, dated September 18, 1996, between Borrower and Lender shall be untrue or incorrect in any material respect; (b) Any of the assets of Borrower shall be attached, seized, levied upon or subjected to a writ or distress warrant, or come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors of Borrower and shall remain unstayed or undismissed for thirty (30) consecutive days; or any person other than Borrower shall apply for the appointment of a receiver, trustee or custodian for any of the assets of Borrower and shall remain unstayed or undismissed for thirty (30) consecutive days; or Borrower shall have concealed, removed or permitted to be concealed or removed, any part of its property, with the intent to hinder, delay or defraud its creditors or any of them or made or suffered a transfer of any of its property or the incurring of an obligation which may be fraudulent under any bankruptcy, fraudulent conveyance or other similar law; (c) A case or proceeding shall have been commenced against Borrower in a court having competent jurisdiction seeking a decree or order in respect of Borrower (i) under title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of Borrower or of any substantial part of its properties, or (iii) ordering the winding-up or liquidation of the affairs of Borrower and such case or proceeding shall remain undismissed or unstayed for thirty (30) consecutive days or such court shall enter a decree or order granting the relief sought in such case or proceeding; (d) Borrower shall (i) file a petition seeking relief under title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of Borrower or of any substantial part of its properties, (iii) fail generally to pay its debts as such debts become due, or (iv) take any corporate action in furtherance of any such action; (e) Final judgment or judgments (after the expiration of all times to appeal therefrom) for the payment of money in excess of $100,000 in the aggregate shall be rendered against Borrower and the same shall not be vacated, stayed, bonded, paid or discharged for a period of thirty (30) days; or (f) Any other event shall have occurred which would have a material adverse effect on Borrower or its assets or financial condition in Lender's reasonable judgment and Lender shall have given Borrower at least twenty (20) days notice thereof. As security for any and all liabilities of the Borrower to Lender, now existing or hereafter arising hereunder, or otherwise, Lender is hereby given a lien upon and a security interest in any and all moneys or other property (i.e., goods and merchandise, as well as any and all documents relative thereto; also, funds, securities, chooses in action and any and all other forms of property whether real, personal or mixed, and any right, title or interest of the Borrower therein or thereto), and/or the proceeds thereof, including (without limitation of the foregoing) that in safekeeping or in which Borrower may have any interest. In the event of the happening of any one or more Events of Default, Lender shall have all of the rights and remedies provided to a secured party by the Uniform Commercial Code in effect in New York State at that time and, in addition thereto, the Borrower further agrees that (1) in the event that notice is necessary, written notice delivered to the Borrower at its principal executive offices ten business days prior to the date of public sale of the property subject to the lien and security interest created herein or prior to the date after which private sale or any other disposition of said property will be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other reasonable time shall be sufficient, (2) in the event of sale or other disposition of such property, Lender may apply the proceeds of any such sale or disposition to the satisfaction of Lenders reasonable attorneys' fees, legal expenses and other costs and expenses incurred in connection with the retaking, holding, preparing for sale, and selling of the property, and (3) without precluding any other methods of sale, the sale of property shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of banks disposing of similar property. Demand, presentment, protest and notice of nonpayment and protest are hereby waived by Borrower. This Note has been executed, delivered and accepted in the State of New York and shall be interpreted, governed by, and construed in accordance with, the laws of the State of New York. PASSUR Aerospace, Inc. By: /s/ Jeffrey P. Devaney ---------------------- Jeffrey P. Devaney Title: Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----