-----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, SAPJuOGeapQoz+Fgzt6tp8mn3XCh1rW19bJ/zzB6XZwgc5rblnr9X7J4VKmNswbf rXcWPD26UPWJ17ie3SmdSw== 0000950133-04-003712.txt : 20041007 0000950133-04-003712.hdr.sgml : 20041007 20041007153817 ACCESSION NUMBER: 0000950133-04-003712 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041007 DATE AS OF CHANGE: 20041007 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sellier Victor F CENTRAL INDEX KEY: 0001305061 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 703-759-4152 MAIL ADDRESS: STREET 1: 710 SPRINGVALE ROAD CITY: GREAT FALLS STATE: VA ZIP: 22066 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARGON ST, Inc. CENTRAL INDEX KEY: 0000026537 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 381873250 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-18702 FILM NUMBER: 041070262 BUSINESS ADDRESS: STREET 1: 8419 TERMINAL ROAD STREET 2: P O BOX 1869 CITY: NEWINGTON STATE: VA ZIP: 22122-1430 BUSINESS PHONE: (703)550-7000 MAIL ADDRESS: STREET 1: 8419 TERMINAL ROAD CITY: NEWINGTON STATE: VA ZIP: 22122-1430 FORMER COMPANY: FORMER CONFORMED NAME: SENSYTECH INC DATE OF NAME CHANGE: 20000118 FORMER COMPANY: FORMER CONFORMED NAME: SENSYS TECHNOLOGIES INC DATE OF NAME CHANGE: 19980615 FORMER COMPANY: FORMER CONFORMED NAME: DAEDALUS ENTERPRISES INC DATE OF NAME CHANGE: 19920703 SC 13D 1 w03508asc13d.htm SCHEDULE 13D sc13d
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

ARGON ST, INC.


(Name of Issuer)

Common Stock, par value $0.01 per share


(Title of Class of Securities)

040149 10 6


(Cusip Number)

Victor F. Sellier
c/o ARGON ST, Inc.

12701 Fair Lakes Circle, Suite 800
Fairfax, VA 22030
(703) 322-0881

Copy To:
Jonathan F. Wolcott

Holland & Knight LLP
2099 Pennsylvania Avenue, N.W.
Suite 100

Washington, D.C. 20006
(202) 457-7168


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

September 29, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

 


 

             
CUSIP No. 040149 10 6 Page 1 of 1

  1. Name of Reporting Person:
Victor F. Sellier
I.R.S. Identification Nos. of above persons (entities only):

  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  

  3. SEC Use Only:

  4. Source of Funds (See Instructions):
PF

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

  6. Citizenship or Place of Organization:
United States of America

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
3,204,000(1)

8. Shared Voting Power:
0

9. Sole Dispositive Power:
3,204,000(1)

10.Shared Dispositive Power:
0

  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,204,000(1)

  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

  13.Percent of Class Represented by Amount in Row (11):
16.5%

  14.Type of Reporting Person (See Instructions):
IN

  (1)Includes 800,000 shares held by Victor F. Sellier Grantor Retained Annuity Trust, of which Mr. Sellier is the trustee.

2


 

Item 1. Security and Issuer

     The class of security to which this statement relates is the common stock, par value $0.01 per share (the “Common Stock”) of ARGON ST, Inc. a corporation formerly known as Sensytech, Inc. and organized under the laws of Delaware (the “Company”). The Company’s principal executive office is located at 12701 Fair Lakes Circle, Fairfax, Virginia 22030 .

Item 2. Identity and Background

     (a) Name: Victor F. Sellier

     (b) Address: c/o ARGON ST, Inc., 12701 Fair Lakes Circle, Fairfax, Virginia 22030

     (c) Employment: Vice President , Business Operations, ARGON ST, Inc., a provider of defense and intelligence systems to the U.S. and foreign government.

     (d) Certain convictions in last five years: None.

     (e) Certain proceedings in last five years: None.

     (f) Citizenship: United States of America

Item 3. Source and Amount of Funds or Other Consideration

     On September 29, 2004 (the “Effective Date”), ST Acquisition Corp., a Virginia corporation and a wholly-owned subsidiary of Sensytech, Inc., merged with and into Argon Engineering Associates, Inc., a Virginia corporation (“Argon Engineering”), with Argon Engineering as the surviving corporation (such transaction, the “Merger”). In connection with the Merger, Sensytech changed its name to ARGON ST, Inc. Pursuant to the Merger, each stockholder of Argon Engineering received two (2) shares of Company Common Stock for each share of Argon Engineering common stock held by such stockholder on the Effective Date. As a result of the merger, former stockholders of Argon Engineering held approximately 66% of the Company Common Stock outstanding on the Effective Date.

     Prior to the Merger, Mr. Sellier was the Vice President and Chief Financial Officer of Argon Engineering, and beneficially held 1,602,000 shares of Argon Engineering common stock. As the result of the Merger, Mr. Sellier and an affiliated trust received an aggregate of 3,204,000 shares of Company Common Stock in exchange for their Argon Engineering common stock and Mr. Sellier was elected as the Vice President, Business Operations and a director of the Company

Item 4. Purpose of Transaction

     Mr. Sellier and his affiliated trust received their Company Common Stock as a result of the Merger described above in Item 3. In connection with the Merger, the board of directors of the Company was increased to ten (10) members, with Argon Engineering designating seven (7) directors and Sensytech designating three (3) directors. Mr. Sellier was elected as a director of the Company in connection with the Merger. There are no agreements among any stockholders of the Company with respect to future elections of Company directors.

     Mr. Sellier does not have any plans or proposals which relate to, or would result in the occurrence of, any of the transactions or events set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

     (a)-(b) Information as to share ownership and voting and dispositive power: Incorporated by reference from numbers 7-13 of the covers page of this Schedule 13D.

3


 

     (c) Transactions within last sixty (60) days: In connection with the Merger described above in Item 3, Mr. Sellier and an affiliated trust received 3,204,000 shares of Company Common Stock in exchange for 1,602,000 shares of Argon Engineering common stock.

     (d) Other persons with rights to receive dividends or proceeds from sale: None.

     (e) Date on which reporting person ceased to beneficial owner of more than five percent: Not applicable

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     None.

Item 7. Material to Be Filed as Exhibits

     None.

4


 

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.

Date: October 6, 2004
         
     
  By:   /s/ Victor F. Sellier    
    Victor F. Sellier   
       
 

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