-----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, Bwn9I4mUgRdRKJp1SBsl77QypyAkd0mgUXxZK8k5d5Uzjiv7Cx2rD33FebVz8OTS +fBAtEENWofhtl3gUNvUQQ== 0000915656-96-000069.txt : 19960729 0000915656-96-000069.hdr.sgml : 19960729 ACCESSION NUMBER: 0000915656-96-000069 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960726 SROS: NASD 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36588 FILM NUMBER: 96599561 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/A 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/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. One 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: Kathleen A. Maher, Esq. Tyler Cooper & Alcorn 205 Church Street P.O. Box 1936 New Haven, Connecticut 06509-1910 (203) 784-8200 (Name, address and telephone number of person authorized to receive notices and communications) July 11, 1996 (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 [ ]. CUSIP No. 20479530 6 - -------------------- - ---------------------------------------------------------------------------- (1) Name of Reporting Person: Martin A. Roenigk SSN: ###-##-#### - ---------------------------------------------------------------------------- (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: 1,895,345 ----------------------------------------------------------------------- (8) Shared Voting Power: 0 ----------------------------------------------------------------------- (9) Sole Dispositive Power: 1,895,345 ----------------------------------------------------------------------- (10) Shared Dispositive Power: 0 - ---------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned By Reporting Person: 1,895,345 - ---------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] - ---------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11): 47.9% - ---------------------------------------------------------------------------- (14) Type of Reporting Person: IN CUSIP No. 20479530 6 - -------------------- (1) Name of Reporting Person: Alan Markowitz SSN: ###-##-#### - ---------------------------------------------------------------------------- (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: 565,115 ----------------------------------------------------------------------- (8) Shared Voting Power: 0 ----------------------------------------------------------------------- (9) Sole Dispositive Power: 565,115 ----------------------------------------------------------------------- (10) Shared Dispositive Power: 0 ----------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned By Reporting Person: 565,115 - ---------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] - ---------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11): 18.1% - ---------------------------------------------------------------------------- (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 Nevada corporation (formerly a Pennsylvania corporation). The address of the Company's principal executive offices is 120 union Street, Willimantic, Connecticut 06226. 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 CompuDyne Corporation, 120 Union Street, Willimantic, Connecticut 06226. The business address of Mr. Markowitz is c/o Paragon Financial, 555 City Line Avenue, Bala Cynwyd, Pennsylvania 19004. Mr. Roenigk's present principal occupation is as Chairman, President and Chief Executive Officer of the Company, located at the above-mentioned address. 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, Bala 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 2,460,460, "shares" of the Company's Common Stock reported in this Schedule by Mr. Roenigk and Mr. Markowitz represent the (a) the number of issued and outstanding shares owned by Messrs. Roenigk and Markowitz due to the conversion of $400,000 aggregate principal amount of the Company's Senior Convertible Promissory Notes (the "Notes"), (b) the issuance of an aggregate of 600,000 shares of newly issued Common Stock pursuant to a Stock Purchase Agreement between the Company and Messrs. Roenigk and Markowitz (the "Stock Purchase Agreement"), (c) 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 (d) the number of shares of Common Stock for which Mr. Roenigk has been granted purchase options. The Notes, when issued, had a conversion price of $1.50 per share. In order to induce Messrs. Roenigk and Markowitz to convert the Notes to shares of Common Stock, on May 23, 1996, the Board of Directors of the Company authorized a reduction in the conversion exercise price of the Notes from $1.50 to $1.00 per share. The Board of Directors took into consideration the bid/ask price of CompuDyne Common Stock on the date of such authorization, which was $1.00 (bid) and $1.75 (ask), and the trading restrictions on the stock due to Messrs. Roenigk's and Markowitz's affiliation with the Company. The purchase price for the shares of Common Stock issued pursuant to the Stock Purchase Agreement was $1.00 per share. The shares of the Company's Common Stock allocable to each of Mr. Roenigk and Mr. Markowitz from each of the categories described above are as follows: Common Stock or Common Stock Equivalents
Mr. Roenigk Mr. Markowitz Common Stock Issued and Outstanding (a) 300,000 100,000 Common Stock Issued and Outstanding (b) 450,000 150,000 Series D Preference Stock 945,345 315,115 Options 200,000 - --------- ------- Total 1,895,345 565,115 (a) Due to conversion of the Notes. (b) Issued pursuant to the Stock Purchase Agreement.
Funds used to convert the Notes and to pay for the shares of Common Stock pursuant to the Stock Purchase Agreement were derived from the personal funds of Messrs. Roenigk and Markowitz. Item 4. Purpose of Transaction. Messrs. Roenigk and Markowitz agreed to convert the Notes and to purchase shares of Common Stock in order to provide the Company (a) with the funds required to purchase 100% of the Common Stock of Shorrock Electronic Systems, Inc. and (b) additional working capital. In addition, it was believed by the Board of Directors of the Company that the conversion of the Notes and the issuance of additional shares of Common Stock would strengthen the balance sheet of the Company by increasing common stockholders' equity and reducing balance sheet debt. 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 an aggregate of 1,895,345 shares, or rights to acquire shares, of the Company's Common Stock. Of those shares, 750,000 shares are issued and outstanding and 1,145,345 are rights which 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, and (ii) 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. Assuming Mr. Roenigk converted the Series D Preference Stock and exercised such options, Mr. Roenigk would own 47.9% of CompuDyne's Common Stock. Assuming Mr. Roenigk converted his options and both Mr. Roenigk and Mr. Markowitz convert all of the Series D Preference Stock, Mr. Roenigk would own 44.4% of the Common stock and Mr. Markowitz would own 13.2%. 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 July 16, 1996, the Company had 2,807,832 shares of Common Stock issued and outstanding. Accordingly, Mr. Roenigk's 945,345 shares of Series D Preference Stock and his ownership of 750,000 shares of Common Stock represent approximately 41.7% 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 32.9% of such voting power for the election of directors. Assuming the conversion of all of the shares of Series D Preference Stock, and the exercise by Mr. Roenigk of his options to purchase 200,000 shares of the Company's Common Stock, Mr. Roenigk would hold 1,895,345 shares of the Company's Common Stock, or approximately 43.3% 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 520,000 shares of common stock, par value $.01 per share, of Corcap, Inc. ("Corcap"). He is also a director of Corcap. Corcap currently owns 97,721 shares of the Company's Common Stock, which represents approximately 5.4% of the voting power of issued and outstanding shares on all issues. Corcap's 97,721 shares of Common Stock represent approximately 2.2% of the Company's Common Stock on a fully diluted basis. Mr. Roenigk's 542,534 shares of Corcap common stock represents approximately 16.1% of Corcap's issued and outstanding voting shares. Pursuant to the terms of the Series D Preference Stock, each share of Preference Stock is entitled to one vote per share with respect to the election of directors, effective as of August 1, 1996, unless the Board of Directors of the Company, in its sole and absolute discretion, approves a resolution prior to such date prohibiting such change in voting rights, in which case such share of Series D Preference Stock will continue to have 1/3.08 vote per share. In the event the Board of Directors of the Company approves such a resolution, on May 1 of each subsequent year, each share of Series D Preference Stock will have one vote. Effective July 9, 1996, CompuDyne changed its state of incorporation from Pennsylvania to Nevada. In connection with the reincorporation, the Board of Directors of CompuDyne (Nevada) approved a resolution permitting an increase in voting rights of the Series D Preference Stock to one vote per share in the election of directors effective August 1, 1996. Consequently, as of August 1, 1996, Mr. Roenigk will have 41.7% of the voting power of issued and outstanding shares (including the Series D Preference Stock) for all issues, including the election of directors. Mr. Roenigk has the sole power to vote and to dispose of the shares held by him. (b) Mr. Markowitz has an aggregate of 565,115 shares or rights to acquire shares of the Company's Common Stock. Of those shares, 250,000 shares are issued and outstanding and 315,115 are rights which are derived from the right to convert at any time 315,115 shares of the Company's Series D Preference Stock into 315,115 shares of Common Stock. Assuming Mr. Markowitz converted the Series D Preference Stock, Mr. Markowitz would own 18.1% of CompuDyne's Common Stock. 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 July 16, 1996, the Company had 2,807,832 shares of Common Stock issued and outstanding. Accordingly, Mr. Markowitz's 315,115 shares of Series D Preference Stock and his ownership of 250,000 shares of Common Stock represent approximately 13.9% 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 11.0% of such voting power for the election of directors. Assuming conversion of all of the shares of Series D Preference Stock, Mr. Markowitz would hold 565,115 shares of the Company's Common Stock, or approximately 12.9% 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. Pursuant to the terms of the Series D Preference Stock, each share of Preference Stock is entitled to one vote per share with respect to the election of directors, effective as of August 1, 1996, unless the Board of Directors of the Company, in its sole and absolute discretion, approves a resolution prior to such date prohibiting such change in voting rights, in which case each share of Series D Preference Stock will continue to have 1/3.08 vote per share. In the event the Board of Directors of the Company approves such a resolution, on May 1 of each subsequent year, each share of Series D Preference Stock will have one vote. Effective July 9, 1996, Compudyne changed its state of incorporation from Pennsylvania to Nevada. In connection with the reincorporation, the Board of Directors of CompuDyne (Nevada) approved a resolution permitting an increase in voting rights of the Series D Preference Stock to one vote per share in the election of directors effective August 1, 1996. Consequently, as of August 1, 1996, Mr. Markowitz will have 13.9% of the voting power of issued and outstanding shares (including the Series D Preference Stock) for all issues, including the election of directors. Mr. Markowitz has the sole power to vote and to dispose of the shares of Common Stock owned by him. (c) Pursuant to the terms of the Series D Preference Stock, the Company is obligated to redeem 252,092 shares of the Series D Preference Stock (or such lesser number as may then be issued and outstanding) on August 31st of each of the years 2006 through and including 2010. On March 29, 1996, Messrs. Roenigk and Markowitz waived their rights to have the shares of Series D Preference Stock redeemed and released the Company of any obligation to so redeem the Shares under such redemption provisions. 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 Purchase Agreement, dated as of July 11, 1996, among CompuDyne Corporation, Martin Roenigk and Alan Markowitz. (2) Notice and Agreement, dated July 11, 1996, between Martin Roenigk and CompuDyne Corporation. (3) Notice and Agreement, dated July 11, 1996, between Alan Markowitz and CompuDyne Corporation. (4) Waivers, dated March 29, 1996, by Martin Roenigk and Alan Markowitz in favor of CompuDyne Corporation. 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: July 26, 1996 /s/ Martin A. Roenigk Martin A. Roenigk /s/ Alan Markowitz Alan Markowitz EX-1 2 EXHIBIT 1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of this 11th day of July, 1996, by and among COMPUDYNE CORPORATION, a Nevada corporation ("CompuDyne"), MARTIN ROENIGK, a Connecticut resident ("Roenigk"), and ALAN MARKOWITZ, a Pennsylvania resident ("Markowitz") (Roenigk and Markowitz are collectively referred to herein as the "Purchasers"). WITNESSETH: WHEREAS, Sellers desire to sell shares of newly issued stock to Purchasers and Purchasers desire to purchase the same. NOW THEREFORE, in consideration of the premises, the parties hereto agree as follows: 1.1 Purchase of Shares. On the basis of the representations, warranties and agreements, and upon the terms and conditions herein set forth, Purchasers, severally and not jointly, agree to purchase from CompuDyne, and CompuDyne agrees to sell and deliver to Purchasers on the Closing Date (as defined in Section 1.2) the respective number of shares (the "Shares") of CompuDyne common stock, par value $.75 per share (CompuDyne Common Stock"), set forth opposite the name of each Purchaser on Schedule A hereto, at the purchase price of $1.00 per share. 1.2 Closing. The purchase shall take place on such date as the parties may agree upon in writing, but in no event, later than July 31, 1996 (the "Closing Date"). 1.3 Delivery of Stock Certificates. On the Closing Date, upon receipt of the full purchase price for the Shares from the Purchasers, CompuDyne shall deliver certificates for the Shares to be purchased to the Purchasers registered in the names of the Purchasers as they may designate at least 5 days prior to the Closing Date. Article II CompuDyne represents and warrants to each Purchaser as follows: 2.1 Organization and Standing of CompuDyne. CompuDyne is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. 2.2 Shares. The Shares, upon issuance and payment, will be duly authorized, validly issued and outstanding, fully paid and nonassessable. Article III Each Purchaser, severally and not jointly based upon the percentage of Shares each Seller owns, represents and warrants to CompuDyne, as follows: 3.1 Investment. Each Seller is acquiring the Shares for his own account as principal and not with a view to, or for, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in the Shares. 3.2 No Distributive Intent. Neither Purchaser will sell or otherwise transfer any Shares without registration under the Securities Act of 1933, as amended (the "Act"), and under applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom. Each Purchaser fully understands and agrees that he must bear the economic risk of the Shares for an indefinite period of time because, among other reasons, the Shares have not been registered under the Act or under the securities laws of any state and, therefore, they cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or an exemption from such registration is available. Each certificate for the Shares will be imprinted with a legend in substantially the following form: The security evidenced hereby has not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold, transferred, assigned, pledged or otherwise distributed for value unless (a) there is an effective registration statement under such act and applicable state securities laws covering such securities or (b) the Corporation receives an opinion of counsel for the holder of these securities acceptable to the Corporation (concurred in by counsel for the corporation) stating that such sale, transfer, assignment, pledge or distribution is exempt from the registration and prospectus delivery requirements of such Act and such state laws and that such sale, transfer, assignment, pledge or distribution will not cause the original issuance of such securities by the Corporation to be in violation of the registration and prospectus delivery requirements of such Act of such state laws. 3.3 Information. Each Purchaser has received and reviewed a copy of CompuDyne's Annual Reports filed on Form 10-K, Quarterly Reports filed on Form 10-Q and Current Reports filed on Form 8-K for the past two years. 3.4 Accredited Investor. Each Purchaser has read the text of Rule 501(a)(1)- (8) of Regulation D under the Act, and confirms that he is an "accredited investor" as described thereby. 3.5 Experience. Each Purchaser has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the purchase of the Shares. Article IV 4.1 Amendment and Modification. This Agreement may be amended, modified or supplemented only by written agreement of the parties hereto at any time prior to the Closing Date. 4.2 Governing Law. This Agreement shall be governed by the laws of the State of Connecticut, without giving effect to the principles of conflicts of laws thereof, as to all matters. 4.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 4.4 Headings. Articles and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not affect in any way the meaning or interpretation of this Agreement. IN WITNESS WHEREOF, CompuDyne has caused this Agreement to be signed by its duly authorized officer, and each Purchaser has signed this Agreement, as of the date first above written. COMPUDYNE CORPORATION By /s/ Martin Roenigk Martin Roenigk President PURCHASERS: /s/ Martin Roenigk /s/ Alan Markowitz SCHEDULE A Martin Roenigk 450,000 Shares Alan Markowitz 150,000 Shares EX-2 3 EXHIBIT 3 NOTICE AND AGREEMENT The undersigned, pursuant to Section 7(c) of a Senior Convertible Promissory Note, dated August 21, 1995 (the "Note"), in the aggregate principal amount of $100,000, hereby elects to convert the entire principal amount of the Note into 100,000 fully paid and nonassessable shares of Common Stock of CompuDyne Corporation, a Nevada corporation ("CompuDyne") (formerly a Pennsylvania corporation), at the conversion rate of $1.00 per share. CompuDyne hereby agrees that the Conversion Rate of $1.50 per share set forth in the Note is lowered to $1.00 to induce the undersigned to convert the entire principal amount of the Note and in consideration of this conversion. Pursuant to Section 7(a) of the Note, the undersigned shall be entitled to $9,790.53 of accrued and unpaid interest on the Note through the Conversion Date (as defined in the Note). Accompanying this Notice is the Note surrendered to CompuDyne for conversion duly endorsed to Maker. CompuDyne hereby waives the requirement set forth in Section 7(c) of the Note to give at least 30 days' notice to CompuDyne prior to conversion. The stock certificate for 100,000 shares should be issued to the undersigned. The undersigned understands and agrees that the stock certificate for the Shares will bear a legend with respect to the the Shares not having been registered under the Securities Act of 1933, as amended, or any state securities laws and the restrictions on transferability as a result thereof. /s/ Alan Markowitz AGREED TO: COMPUDYNE CORPORATION By /s/ Martin Roenigk Martin Roenigk President EX-3 4 EXHIBIT 3 NOTICE AND AGREEMENT The undersigned, pursuant to Section 7(c) of a Senior Convertible Promissory Note, dated August 21, 1995 (the "Note"), in the aggregate principal amount of $100,000, hereby elects to convert the entire principal amount of the Note into 100,000 fully paid and nonassessable shares of Common Stock of CompuDyne Corporation, a Nevada corporation ("CompuDyne") (formerly a Pennsylvania corporation), at the conversion rate of $1.00 per share. CompuDyne hereby agrees that the Conversion Rate of $1.50 per share set forth in the Note is lowered to $1.00 to induce the undersigned to convert the entire principal amount of the Note and in consideration of this conversion. Pursuant to Section 7(a) of the Note, the undersigned shall be entitled to $9,790.53 of accrued and unpaid interest on the Note through the Conversion Date (as defined in the Note). Accompanying this Notice is the Note surrendered to CompuDyne for conversion duly endorsed to Maker. CompuDyne hereby waives the requirement set forth in Section 7(c) of the Note to give at least 30 days' notice to CompuDyne prior to conversion. The stock certificate for 100,000 shares should be issued to the undersigned. The undersigned understands and agrees that the stock certificate for the Shares will bear a legend with respect to the the Shares not having been registered under the Securities Act of 1933, as amended, or any state securities laws and the restrictions on transferability as a result thereof. /s/ Alan Markowitz AGREED TO: COMPUDYNE CORPORATION By /s/ Martin Roenigk Martin Roenigk President EX-4 5 EXHIBIT 4 WAIVER This Agreement made this 29th day of March, 1996, by and between CompuDyne Corporation (the "Company"), a corporation incorporated under the laws of Pennsylvania, and Martin Roenigk (the "Shareholder"): WHEREAS, the Shareholder is the beneficial owner of 945,345 shares (the "Shares") of a series of the Company's Preference Stock known as Convertible Preference Stock, Series D (the "Stock"); and WHEREAS, under the terms of paragraph (b) of section 4 of the Certificate of Designations of the Stock (the "Redemption Provision" of the "Certificate of Designations"), the Company is obligated to redeem 252,092 shares of the Stock (or such lesser number as may then be issued and outstanding) on August 31st of each of the years 2006 through and including 2010; and WHEREAS, it is the intent of the Company and the Shareholder that the Shareholder release the Company from said obligation to redeem in respect of the Shares, that the Shareholder waive any right he may have under the Redemption Provision, and that all other provisions of the Certificate of Designations remain in full force and effect. NOW, THEREFORE, in consideration of ten dollars ($10.00) and other good and valuable consideration hereby acknowledged as received by the Shareholder: The Shareholder hereby waives any right to have the Shares redeemed pursuant to the Redemption Provision, and releases the Company of any obligation to so redeem the Shares under the Redemption Provision. None of the foregoing shall be construed to modify in any way any provision of the Certificate of Designations other than paragraph (d) of Section 4. COMPUDYNE CORPORATION MARTIN ROENIGK BY: /s/ MARTIN ROENIGK /s/ MARTIN ROENIGK ITS: PRESIDENT WAIVER This Agreement made this 29th day of March, 1996, by and between CompuDyne Corporation (the "Company"), a corporation incorporated under the laws of Pennsylvania, and Alan Markowitz (the "Shareholder"): WHEREAS, the Shareholder is the beneficial owner of 315,115 shares (the "Shares") of a series of the Company's Preference Stock known as Convertible Preference Stock, Series D (the "Stock"); and WHEREAS, under the terms of paragraph (b) of Section 4 of the Certificate of Designations of the Stock (the "Redemption Provision" of the "Certificate of Designations"), the Company is obligated to redeem 252,092 shares of the Stock (or such lesser number as may then be issued and outstanding) on August 31st of each of the years 2006 through and including 2010; and WHEREAS, it is the intent of the Company and the Shareholder that the Shareholder release the Company from said obligation to redeem in respect of the Shares, that the Shareholder waive any right he may have under the Redemption Provision, and that all other provisions of the Certificate of Designations remain in full force and effect. NOW, THEREFORE, in consideration of ten dollars ($10.00) and other good and valuable consideration hereby acknowledged as received by the Shareholder: The Shareholder hereby waives any right to have the Shares redeemed pursuant to the Redemption provision, and releases the Company of any obligation to so redeem the Shares under the Redemption Provision. None of the foregoing shall be construed to modify in any way any provision of the Certificate of Designations other than paragraph (d) of Section 4. COMPUDYNE CORPORATION ALAN MARKOWITZ BY: /s/ MARTIN ROENIGK /s/ ALAN MARKOWITZ ITS: CHAIRMAN -----END PRIVACY-ENHANCED MESSAGE-----