Schedule 13D

-----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, HYdPx0Csqg1vgS0jZhb+NVrqm2EYmDa9q29I+KDi+gbvBOZC7IHc5FxMrknECkHj 1Gpbqo3BkvJ2quBwAj6x3g== 0001193125-07-079732.txt : 20070412 0001193125-07-079732.hdr.sgml : 20070412 20070412152940 ACCESSION NUMBER: 0001193125-07-079732 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070412 DATE AS OF CHANGE: 20070412 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RELIABILITY INC CENTRAL INDEX KEY: 0000034285 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 750868913 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-11900 FILM NUMBER: 07763557 BUSINESS ADDRESS: STREET 1: 16400 PARK ROW STREET 2: P O BOX 218370 CITY: HOUSTON STATE: TX ZIP: 77218-8370 BUSINESS PHONE: 281-492-0550 FORMER COMPANY: FORMER CONFORMED NAME: FAIRLANE INDUSTRIES INC DATE OF NAME CHANGE: 19800519 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KREGER ALEX CENTRAL INDEX KEY: 0001370827 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 718 356 1500 MAIL ADDRESS: STREET 1: PRECISION AEROSPACE COMPONENTS INC STREET 2: 2200 ARTHUR KILL ROAD CITY: STATEN ISLAND STATE: NY ZIP: 10309 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D


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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. )*

RELIABILITY INCORPORATED

(Name of Issuer)

COMMON STOCK, NO PAR VALUE PER SHARE

(Title of Class of Securities)

759903-10-7

(CUSIP Number)

JAMES HARWELL, EXECUTIVE V.P.

P.O. Box 218370, Houston, TX 77218

(281) 492-0550

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

APRIL 1, 2007

(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. ¨

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).

Persons who respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 759903107


1.	Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons Alex Kreger, an individual (Direct Ownership)
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds OO-Other
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


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power
		8. Shared Voting Power 591,435 (Note 1)
		9. Sole Dispositive Power 591,435
		10. Shared Dispositive Power


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 591,435
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares	¨
13.	Percent of Class Represented by Amount of Row (11) 6.33%
14.	Type of Reporting Person IN

Note 1.

RHK Midtown Partners, LLC has entered into a Voting Agreement dated as of April 1, 2007 and, pursuant to the terms of the Voting Agreement, granted an Irrevocable Proxy to Alex Katz and Larry Edwards to vote the shares while such shares are held in escrow pursuant to the Depository Agreement-Escrow Agreement dated April 1, 2007.

Item 1.

Security and Issuer.

The class of equity securities to which this Schedule 13D relates is the common stock, no par value, of Reliability Incorporated, a Texas corporation (“Company”). The address of the principal executive office of Reliability Incorporated is P.O. Box 218370, Houston, Texas 77218-8370.

Item 2.

Identity and Background.

Alex Kreger is an individual whose address is 369 Kingsland Avenue, Brooklyn, New York 11222.

During the last five years the Reporting Person has not been convicted in a criminal proceeding. During the last five years the Reporting Person has not been a party to a civil proceeding of judicial or administrative body of competent jurisdiction which as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violation of or prohibiting or mandating activities subject to, federal or state securities laws or finding violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

OO-Other. Pursuant to the Agreement of Merger and Plan of Reorganization effective April 1, 2007, each share of common stock of Medallion Electric Acquisition Corp., a Florida corporation, held by the Reporting Persons was converted, by virtue of the merger, into 570 shares of common stock of Reliability Incorporated.

Item 4.

Purpose of Transaction.

The Reporting Person acquired the securities for private investment. The Reporting Person has no plans which relate to or would result in the acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries, a sale or transfer of a material amount of assets of the issuer or any of its subsidiaries, any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, any material change in the present capitalization or dividend policy of the issuer, any other material change in the issuer’s business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940, changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person, causing a class of securities of the issuer to be delisted from a national securities exchange or to

cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, a class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or any action similar to any of those enumerated above.

Item 5.

Interest in Securities of Reliability, Inc.

(a) Alex Kreger beneficially owns 591,435 common shares, representing 6.33% of the class.

(b) For information with respect to the power to vote or direct the vote and the power to dispose or to direct the disposition of the Common Stock beneficially owned by the Reporting Persons, see Rows 7-10 of the cover page.

(d) Not applicable.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Southland Health Services, Inc.

Pursuant to the Depository Agreement-Escrow Agreement effective as of April 1, 2007, the Reporting Person has deposited into escrow all of the shares referenced in Item 5(a) above. Pursuant to the terms of the Merger Agreement, Reliability is required to raise additional capital in one or more private placements. If certain minimums are not raised in such private placements then all or a portion of the shares held in escrow will be forfeited. In addition, the Reporting Person has entered into a Voting Agreement effective as of April 1, 2007 and granted an Irrevocable Proxy to Alex Katz and Larry Edwards to vote the shares referenced in Item 5(a) above while the shares are held in escrow pursuant to the Depository Agreement-Escrow Agreement. Except for the foregoing, the Reporting Person has no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.

Material to be Filed as Exhibits.

Exhibit Description

1.1

Irrevocable Proxy

1.2

Voting Agreement

[signatures follow on next page]

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: April 12, 2007		/s/ Alex Kreger
		Alex Kreger, Individually

EX-1.1 2 dex11.htm IRREVOCABLE PROXY Irrevocable Proxy

Exhibit 1.1

IRREVOCABLE PROXY

The undersigned each hereby appoints Larry Edwards of Katy, Texas, and Alex Katz of Rydal, Pennsylvania, attorneys and proxies for the undersigned, to vote all shares of common stock of Reliability Incorporated, a Texas corporation (the “Company”), which the undersigned are entitled to vote at any annual or special meeting of shareholders of the Company, or any adjournment thereof, hereby ratifying and confirming each vote cast by Larry Edwards and Alex Katz, as attorneys and proxies of the undersigned. The undersigned does hereby affirm that this is an irrevocable proxy coupled with an interested granted pursuant to the terms of that certain Voting Agreement effective as of April 1, 2007.

Effective as of: April 1, 2007


Signature:
Printed Name:


Number of shares owned:		_______

EX-1.2 3 dex12.htm VOTING AGREEMENT Voting Agreement

Exhibit 1.2

VOTING AGREEMENT

This Voting Agreement (“Agreement”) dated April 1, 2007, by and among Reliability Incorporated, a Texas corporation (“Reliability”), and Linda R. Katz, Branden A. Ferrari, Ariel Imas, Alex Kreger, Charles G. Masters, RHK Midtown Partners, LLC, Mark Spoor, James Tolan, Ronald Masaracchio and Brian D’Souza (collectively, the “Shareholders”), and Alex Katz and Larry Edwards (collectively, “Proxies”).

WHEREAS, certain of the parties hereto are parties to that certain Agreement of Merger and Plan of Reorganization dated April 1, 2007 (the “Merger Agreement”), which provides, in part, that the Shareholders will grant a proxy to Alex Katz and Larry Edwards to vote the shares of common stock of Reliability owned by the Shareholders; and

WHEREAS, to effectuate certain of the agreements provided for in the Merger Agreement, the Shareholders wish to enter into this Agreement;

NOW THEREFORE, for and in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:

This Agreement is entered into by the Shareholders to effectuate the provisions of Section 6.9 of the Merger Agreement.

The Shareholders agree that their shares of Reliability common stock received pursuant to the terms of the Merger Agreement shall be voted by the Proxies from the date hereof until released from that certain Depository Agreement-Escrow dated April 1, 2007 (the “Escrow Agreement”), among Reliability, the Shareholders, and Winstead PC if during the time that the Reliability shares of the Shareholders are held by Winstead PC pursuant to the Escrow Agreement, Reliability holds a meeting of shareholders for any purpose. The Shareholders hereby approve and ratify any vote that the Proxies may cast. Upon release to the Shareholders of any shares from the escrow created by the Escrow Agreement, this Agreement as to any released shares and such irrevocable proxy shall terminate.

The Shareholders agree that if the Proxies are unable to agree on how the shares covered by the irrevocable proxy granted by the Shareholders pursuant hereto shall be voted, the Shareholders agree that the Proxies are not to vote any of the shares covered by the irrevocable proxy granted by the Shareholders pursuant hereto and so instruct the Proxies.

The Shareholders agree and acknowledge that the proxy granted by them pursuant to this Agreement is irrevocable and coupled with an interest and may not be revoked by them during the period that any of their shares remain in escrow under the Escrow Agreement. Simultaneously herewith, each Shareholder has delivered to the Proxies irrevocable proxies pursuant hereto.

Alex Katz and Larry Edwards agree to act as proxies in accordance hereunder.

This Agreement may be executed in one or more counterparts with the same effect as if all parties had signed the same document. Each such counterpart shall be an original, but all such counterparts together shall constitute a single agreement.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas. This Agreement and the transactions contemplated hereby shall be subject to the exclusive jurisdiction of the courts of Houston, Texas. The parties to this Agreement agree that any breach of any term or condition of this Agreement or the transactions contemplated hereby shall be deemed to be a breach occurring in the State of Texas by virtue of a failure to perform an act required to be performed in the State of Texas. The parties to this Agreement irrevocably and expressly agree to submit to the jurisdiction of the courts of the State of Texas for purpose of resolving any disputes among the parties relating this Agreement or the transactions contemplated hereby. The parties irrevocably waive to the fullest extent permitted by law, any objection they may have now or hereafter, have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby or any judgment entered by any court in respect hereof brought in Houston, Texas and further irrevocably waive any claim that any suit, action or proceeding brought in Houston, Texas has been brought in an inconvenient form.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and heirs.

IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the date first above written.


Reliability Incorporated

By:
		Larry Edwards, President


		Linda R. Katz


		Branden A. Ferrari


		Ariel Imas



		Alex Kreger


		Charles G. Masters

RHK Midtown Partners, LLC

By:
Name:
Its:


		Mark Spoor


		James Tolan


		Ronald Masaracchio


		Brian D’Souza


		Alex Katz


		Larry Edwards

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