-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, cZ7HkJNkcDCYTKr0TvXesvj4ozFyqN0uyKOOsuMusvyPy98WINPuJKs3z+BXK4pi iFD9GQz/bjTMBCt/s9zp0Q== 0000915656-95-000040.txt : 19950901 0000915656-95-000040.hdr.sgml : 19950901 ACCESSION NUMBER: 0000915656-95-000040 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950830 SROS: NASD GROUP MEMBERS: MARTIN A. ROENIGK AND ALAN MARKOWITZ GROUP MEMBERS: ROENIGK MARRIN A /DC/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUDYNE CORP CENTRAL INDEX KEY: 0000022912 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 231408659 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-36588 FILM NUMBER: 95568832 BUSINESS ADDRESS: STREET 1: 90 STATE HOUSE SQ CITY: HARTFORD STATE: CT ZIP: 06103-3720 BUSINESS PHONE: 2032477611 MAIL ADDRESS: STREET 1: 90 STATE HOUSE SQ CITY: HARTFORD STATE: CT ZIP: 06103 FORMER COMPANY: FORMER CONFORMED NAME: CDC CONTROL SERVICES INC DATE OF NAME CHANGE: 19680510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROENIGK MARRIN A /DC/ CENTRAL INDEX KEY: 0001000026 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DC FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O MICROASSEMBLY SYSTEMS INC STREET 2: 120 UNION ST CITY: WILLIMANTIC STATE: CT ZIP: 06226 BUSINESS PHONE: 2034560200 MAIL ADDRESS: STREET 1: C/O MICROASSEMBLY SYSTEMS INC STREET 2: 120 UNION ST CITY: WILLIMANTIC STATE: CT ZIP: 06226 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CompuDyne Corporation (Name of Issuer) Common Stock (Par Value $.75 Per Share) (Title of Class of Securities) 20479530 6 (CUSIP Number) Martin A. Roenigk c/o MicroAssembly Systems, Inc. 120 Union Street Willimantic, Connecticut 06226 (203) 456-0200 with a copy to: Robert J. Metzler II, Esq. Tyler Cooper & Alcorn CityPlace - 35th Floor Hartford, Connecticut 06103 (203) 725-6200 (Name, address and telephone number of person authorized to receive notices and communications) August 21, 1995 (Dates of events which require 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 [ ]. Check the following box if a fee is being paid with this statement [X]. CUSIP No. 20479530 6 ____________________ _____________________________________________________________________________ (1) Name of Reporting Person: Martin A. Roenigk _____________________________________________________________________________ (2) Check the Appropriate Box if a Member of a Group: (a) X (b) ____ _____________________________________________________________________________ (3) SEC USE ONLY: _____________________________________________________________________________ (4) Source of Funds: (PF) _____________________________________________________________________________ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(3): [ ] _____________________________________________________________________________ (6) Citizenship: United States _____________________________________________________________________________ Number of Shares Beneficially Owned by Reporting Person With: (7) Sole Voting Power: 1,345,345 _____________________________________________________________________________ (8) Shared Voting Power: 0 _____________________________________________________________________________ (9) Sole Dispositive Power: 1,345,345 _____________________________________________________________________________ (10) Shared Dispositive Power: 0 _____________________________________________________________________________ (11) Aggregate Amount Beneficially Owned By Reporting Person: 1,345,345 _____________________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] _____________________________________________________________________________ (13) Percent of Class Represented by Amount in Row (11): 37.8% _____________________________________________________________________________ (14) Type of Reporting Person: IN CUSIP No. 20479530 6 ____________________ _____________________________________________________________________________ (1) Name of Reporting Person: Alan Markowitz _____________________________________________________________________________ (2) Check the Appropriate Box if a Member of a Group: (a) X (b) ___ _____________________________________________________________________________ (3) SEC USE ONLY: _____________________________________________________________________________ (4) Source of Funds: (PF) _____________________________________________________________________________ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(3): [ ] _____________________________________________________________________________ (6) Citizenship: United States _____________________________________________________________________________ Number of Shares Beneficially Owned by Reporting Person With: (7) Sole Voting Power: 381,781 _____________________________________________________________________________ (8) Shared Voting Power: 0 _____________________________________________________________________________ (9) Sole Dispositive Power: 381,781 _____________________________________________________________________________ (10) Shared Dispositive Power: 0 _____________________________________________________________________________ (11) Aggregate Amount Beneficially Owned By Reporting Person: 381,781 _____________________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] _____________________________________________________________________________ (13) Percent of Class Represented by Amount in Row (11): 10.7% _____________________________________________________________________________ (14) Type of Reporting Person: IN Item 1. Security and Issuer. This Schedule relates to the Common Stock, Par Value $0.75 Per Share ("Common Stock") of CompuDyne Corporation (the "Company"), a Pennsylvania corporation. The address of the Company's principal executive offices is 90 State House Square, Hartford, Connecticut 06103-3720. Item 2. Identity and Background. This Schedule is filed by Martin A. Roenigk and Alan Markowitz. The business address of Mr. Roenigk is c/o MicroAssembly Systems, Inc., 120 Union Street, Willimantic, Connecticut 06226 ("MicroAssembly Systems"). The business address of Mr. Markowitz is c/o Paragon Financial, 555 City Line Avenue, Balla Cynwyd, Pennsylvania 19004. Mr. Roenigk's present principal occupation is as Chairman and President of MicroAssembly Systems, a manufacturing company, located at the above- mentioned address. As of August 21, 1995, Mr. Roenigk became the Chairman, President and Chief Executive Officer of the Issuer. Mr. Roenigk has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Roenigk is a citizen of the United States. Mr. Markowitz's present principal occupation is as President of Paragon Financial, a company which invests in private companies. Paragon Financial is located at 555 CityLine Avenue, Balla Cynwyd, Pennsylvania 19004. Mr. Markowitz has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Markowitz is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. The aggregate number of, 1,727,126, "shares" of the Company's Common Stock reported in this Schedule by Mr. Roenigk and Mr. Markowitz represent (a) the number of shares of Common Stock into which they are entitled to convert 1,260,460 shares of the Company's Convertible Preference Stock, Series D (the "Series D Preference Stock") and $400,000 principal amount of the Company's Senior Convertible Promissory Notes, and (b) the number of shares of Common Stock for which Mr. Roenigk has been granted purchase options, all in connection with and pursuant to the terms of a certain Stock Purchase Agreement dated as of August 21, 1995 by and among the Company, Mr. Roenigk, Mr. Markowitz and MicroAssembly Systems (the "Stock Purchase Agreement"). The shares of the Company's Common Stock allocable to each of Mr. Roenigk and Mr. Markowitz from each of the category of derivative securities held by each of them are as follows:
Common Stock Equivalents Mr. Roenigk Mr. Markowitz Series D Preference Stock 945,345 315,115 Senior Convertible Promissory Notes 200,000 66,667 Options 200,000 _______ _______ Total 1,345,345 381,782
As consideration to the Company for its issuance of the Series D Preference Stock, Messrs. Roenigk and Markowitz transferred to the Company all of the issued and outstanding capital stock of MicroAssembly Systems, which capital stock had been held as personal assets by each of them. Messrs. Roenigk and Markowitz paid to the Company $300,000 and $100,000, respectively, for the Company's issuance to them of its Senior Convertible Promissory Notes in like amount. Funds used to acquire the $400,000 aggregate principal amount of Senior Convertible Promissory Notes were derived from the personal funds of Messrs. Roenigk and Markowitz, respectively. The Company issued to Mr. Roenigk options to purchase 200,000 shares of its Common Stock as an inducement for him to become its Chairman, President and Chief Executive Officer. The exercise price under the options is $1.50 per share of Common Stock, and the options expire on August 20, 2005. Item 4. Purpose of Transaction. Messrs. Roenigk and Markowitz effected the acquisition of the shares with the intent of assuming control of the Company after negotiating and consummating the Stock Purchase Agreement with the Company's Board of Directors. In connection with the consummation of the Stock Purchase Agreement on August 21, 1995, Norman Silberdick resigned as a director of the Company and as its Chairman, President and Chief Executive Officer. The Company's Board of Directors elected Mr. Roenigk to fill Mr. Silberdick's seat on the Company's Board of Directors and to become its Chairman, President and Chief Executive Officer. Mr. Markowitz was also elected to the Company's six member Board of Directors. Except as noted above with respect to the issuance to Mr. Roenigk of the options to purchase 200,000 shares of the Company's Common Stock already included in this statement, neither Mr. Roenigk nor Mr. Markowitz have any present plans or proposals to purchase additional shares of Common Stock or to dispose of the rights to acquire shares of Common Stock currently held. However, additional shares may be purchased from time to time as investment circumstances warrant. There are no present plans or proposals which relate to, or would result in, an extraordinary corporate transaction, such as a merger, reorganization or liquidation of the Company, the sale or transfer of a material amount of the assets of the Company, any change in the present management of the Company, any material change in the present capitalization or dividend policy of the Company, any other material change in the Company's business or corporate structure, any changes in the Company's charter or by-laws which may impede the acquisition of control of the Company by any person, causing any class of securities of the Company to cease to be authorized or to be quoted in an inter-dealer quotation system of a registered national securities association, causing any class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or any action similar to those enumerated above. Item 5. Interest in Securities of the Issuer. (a) Mr. Roenigk has beneficial ownership of rights to acquire 1,345,345 shares of the Company's Common Stock, which rights are derived from the right (i) to convert at any time 945,345 shares of the Company's Series D Preference Stock into 945,345 shares of Common Stock, (ii) to convert at any time $300,000 principal amount of the Company's Senior Convertible Promissory Notes into 200,000 shares of Common Stock, and (iii) to exercise at any time (within 10 years from August 21, 1995) options to purchase up to 200,000 shares of Common Stock at a purchase price of $1.50 per share, all of which were acquired pursuant to the consummation of the Stock Purchase Agreement as set forth in Item 3. The Series D Preference Stock currently held by Mr. Roenigk has rights to vote on a share for share basis with the Common Stock on all corporate issues other than the election of directors. For election of directors each share of Series D Preference Stock is entitled to 1/3.08 of a vote as compared to the Common Stock, which is entitled to one vote per share. As of August 21, 1995, the Company had 1,749,622 shares of Common Stock issued and outstanding. Accordingly, Mr. Roenigk's 945,345 shares of Series D Preference Stock represent approximately 31.4% of the voting power of issued and outstanding shares (including the Series D Preference Stock) for all issues other than the election of directors, and approximately 14.2% of such voting power for the election of directors. Assuming the conversion of all of the shares of Series D Preference Stock, the conversion of the entire principal amount of the Senior Convertible Promissory Notes and the exercise by Mr. Roenigk of his options to purchase 200,000 shares of the Company's Common Stock, Mr. Roenigk would hold 1,345,345 shares of the Company's Common Stock, or approximately 37.8% of such Common Stock on a fully diluted basis. Mr. Roenigk does not own or have the right to acquire, directly or indirectly, any other shares of the Company's Common Stock. Mr. Roenigk does, however, own 70,000 shares of common stock, par value $.01 per share, of Corcap, Inc. ("Corcap") and the right to acquire 450,000 additional shares of such common stock at an exercise price of $.15 per share. He is also a director of Corcap. Corcap currently owns 670,881 shares of the Company's Common Stock, which represents approximately 22.3% of the voting power of issued and outstanding shares on all issues other than the election of directors and approximately 30.2% of the voting power of issued and outstanding shares for the election of directors. Corcap's 670,881 shares of Common Stock represent approximately 18.8% of the Company's Common Stock on a fully diluted basis. Mr. Roenigk's 70,000 shares of Corcap common stock represents approximately 2.4% of Corcap's issued and outstanding voting shares. Upon exercise of his options to purchase the additional 450,000 shares of Corcap's common stock, he would hold approximately 15.4% of Corcap's common stock. (b) Mr. Markowitz has beneficial ownership of the rights to acquire 381,782 shares of the Company's Common Stock, which rights are derived from the right (i) to convert at any time 315,115 shares of the Company's Series D Preference Stock into 315,115 shares of Common Stock, and (ii) to convert at any time $100,000 principal amount of the Company's Senior Convertible Promissory Notes into 66,667 shares of Common Stock, all of which were acquired pursuant to the consummation of the stock Purchase Agreement as set forth in Item 3. The Series D Preference Stock currently held by Mr. Markowitz has rights to vote on a share for share basis with the Common Stock on all corporate issues other than the election of directors. For election of directors each share of Series D Preference Stock is entitled to 1/3.08 of a vote as compared to the Common Stock, which is entitled to one vote per share. As of August 21, 1995, the Company had 1,749,622 shares of Common Stock issued and outstanding. Accordingly, Mr. Markowitz's 315,115 shares of Series D Preference Stock represent approximately 10.5% of the voting power of issued and outstanding shares (including the Series D Preference Stock) for all issues other than the election of directors, and approximately 4.7% of such voting power for the election of directors. Assuming conversion of all of the shares of Series D Preference Stock and the conversion of the entire principal amount of the Senior Convertible Promissory Notes, Mr. Markowitz would hold 381,782 shares of the Company's Common Stock, or approximately 10.7% of such Common Stock on a fully diluted basis. Mr. Markowitz does not own or have the right to acquire, directly or indirectly, any other shares of the Company's Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Mr. Roenigk and Mr. Markowitz have no contracts, arrangements, understandings or relationships (legal or otherwise) between themselves with respect to any securities of the Company which relate to such matters as transfer or voting of any such securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, and no such contract, arrangement, understanding or relationship exists between or among them and the Company. However, Messrs. Roenigk and Markowitz have in the past consulted, and can in the future be expected to consult between themselves and with other members of the Company's management concerning their respective investments in the Company. Item 7. Material to be filed as Exhibits. (1) Stock Option Agreement dated August 21, 1995 by and between Martin Roenigk and the Company. 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. Date: August 30, 1995 /s/ Martin A. Roenigk Martin A. Roenigk /s/ Alan Markowitz Alan Markowitz ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE CRIMINAL VIOLATIONS (18 U.S.C. 1001). EX-1 2 EXHIBIT 1 COMPUDYNE CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT Option Granted To Martin Roenigk Grantee 200,000 $1.50 Number of Option Shares Purchase Price per Share GRANT DATE: August 21, 1995 EXPIRATION DATE: August 21, 2005 I accept the Option, subject to its terms set forth above and in the attachment. /s/ Martin Roenigk Signature August 21,1995 Date NON-QUALIFIED STOCK OPTION TERMS CompuDyne Corporation ("CompuDyne") hereby grants to the Grantee the option (the "Option") to purchase on or before the Expiration Date at the Purchase Price per Share the Option Shares, which shall be fully paid and non-assessable shares of the Common Stock of CompuDyne, par value $.75 per share (the "Common Stock"). The Option is granted subject to the following terms and conditions: 1. The Option is immediately exercisable and shall expire on the Expiration Date. 2. The Option may be exercised, in whole or in part, by written notification delivered in person or by mail to CompuDyne's Corporate Secretary at CompuDyne's executive offices in Hartford, Connecticut or at such other location of its executive offices. Such notification shall be effective upon its receipt by the Corporate Secretary of CompuDyne on or before the Expiration Date, and shall be in substantially the form attached as Exhibit A, specifying the number of shares with respect to which the Option is then being exercised and accompanied by payment for such shares. The Option may not be exercised with respect to a fractional share or with respect to fewer than 100 shares. In the event the Expiration Date falls on a day which is not a regular business day at CompuDyne's executive offices, then such written notification must be received at such office on or before the last regular business day prior to the Expiration Date. Payment is to be made by check payable to the order of CompuDyne. No shares shall be issued on exercise of the Option until full payment for such shares has been made and all checks delivered in payment therefor have been collected. The Grantee shall not have any rights of a shareholder upon exercise of the Option, including but not limited to, the right to vote or to receive dividends, until stock certificates have been issued to the Grantee. 3. CompuDyne shall not be required to issue any certificate or certificates for shares purchased upon the exercise of any part of the Option prior to (i) the admission of such shares to listing on any stock exchange on which the stock may then be listed, (ii) the completion of any registration or other qualification of such shares under any state or federal law or rulings or regulations of any governmental regulatory body, if required prior to such exercise unless an exemption from registration is available, as determined by CompuDyne in its sole discretion, (iii) the obtaining of any consent or approval or other clearance from any governmental agency which CompuDyne shall, in its sole discretion, determine to be necessary or advisable, and (iv) the payment to CompuDyne, upon its demand, of any amount requested by CompuDyne for withholding, federal, state or local income or earnings taxes or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of the Option or the transfer of such shares. The Option shall be exercised and shares issued only upon compliance with the Securities Act of 1933, as amended (the "Act"), and any other applicable securities laws, and the Grantee shall comply with any requirements imposed by the Securities and Exchange Commission or any state securities commission under such laws. If the Grantee qualifies as an "affiliate" (as that term is defined in Rule 144 ("Rule 144" promulgated under the Act), upon demand by CompuDyne, the Grantee (or any person acting on his or her behalf) shall deliver to the Corporate Secretary of CompuDyne at the time of any exercise of the Option a written representation that upon exercising the Option he will acquire shares for his own account, that he is not taking the shares with a view to distribution and that he will dispose of the shares only in compliance with Rule 144. 4. The Option is not transferrable by the Grantee otherwise than by will or by the laws of descent and distribution, and is exercisable, during the life of the Grantee, only by him or by his guardian or legal representative. More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as provided above), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process. 5. Notwithstanding any other provisions: (a) If the Grantee should die during the term of the Option, the Option may be exercised by the person designated in the Grantee's last will and testament or, in the absence of such designation, by the Grantee's estate, to the full extent that the Option could have been exercised by the Grantee immediately prior to the Grantee's death, but not later than the second anniversary of the Grantee's death until the expiration of its original term. In the event the Option is exercised by the executors, administrators, legatees or distributees of the estate of the Optionee, CompuDyne shall be under no obligation to issue shares unless CompuDyne is satisfied that the person or persons exercising the Option are the duly appointed legal representatives of the Optionee's estate or the proper legatees or distributees thereof. (b) In the event of a merger, consolidation, reorganization, recapitalization, stock dividend, stock split or other changes in corporate structure or capitalization affecting the Common Stock, the number of shares remaining to be exercised under the Option and the Purchase Price shall be appropriately adjusted. If, as a result of any adjustment under this paragraph, the Grantee becomes entitled to a fractional share, he or she shall have the right to purchase only the adjusted number of full shares and no payment or other adjustment will be made with respect to the fractional share so disregarded. 6. The waiver by CompuDyne of any provision of the Option shall not operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision of the Option. 7. The Option shall be irrevocable during the Option period and its validity and construction shall be governed by the laws of the State of Connecticut. COMPUDYNE CORPORATION By /s/ Diane Burns Diane Burns Its Corporate Secretary Exhibit A NON-QUALIFIED STOCK OPTION EXERCISE NOTICE ________________, 19__ CompuDyne Corporation 90 State House Square Hartford, Connecticut 06103-3720 Attention: Ladies and Gentlemen: Pursuant to the provisions of the Non-Qualified Stock Option agreement, dated August __, 1995 (the "Agreement"), whereby you have granted me a stock option (the "Option") to purchase 200,000 shares of Common Stock of CompuDyne Corporation (the "Company"), I hereby notify you that I elect to exercise the Option to purchase ____________ of the shares covered by the Option at the price specified therein. I understand that the Agreement will be deemed to be amended automatically to reduce the number of shares remaining to be exercised under the Agreement by the number of shares exercised by this notice. In full payment of the price for the shares being purchased, I am delivering to you herewith a check payable to the order of the Company in the amount of $__________. Please mail the stock certificates to me at: Name _______________________________ Address _______________________________ _______________________________ Calculation of funds due: Option price $________ x Number of shares exercised ________ = Cost of Exercise = $__________ plus Federal income tax (28% x the difference between the option price and the Fair Market Value of the shares on the date of exercise x number of shares exercised)* = $__________ Total Amount Due = $__________ To be paid by: [ ] Cash or check = $__________ TOTAL = $__________ ____________________________ Signature of Grantee ____________________ * In the states that have an income tax, an additional payment may be required over and above the 28% federal income tax payment when exercising a non-qualified stock option. Moreover, an additional payment may be required to cover FICA and other such taxes. -----END PRIVACY-ENHANCED MESSAGE-----