0001019056-05-000158.txt : 20120705
0001019056-05-000158.hdr.sgml : 20120704
20050204152404
ACCESSION NUMBER: 0001019056-05-000158
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050204
DATE AS OF CHANGE: 20050204
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: SEGALL JOHN L
CENTRAL INDEX KEY: 0001252984
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 11 BLACKSTONE DRIVE
CITY: EAST NORWALK
STATE: CT
ZIP: 06855
BUSINESS PHONE: 2038386919
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: GENERAL DATACOMM INDUSTRIES INC
CENTRAL INDEX KEY: 0000040518
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661]
IRS NUMBER: 060853856
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-33371
FILM NUMBER: 05576954
BUSINESS ADDRESS:
STREET 1: ROUTE 63
CITY: MIDDLEBURY
STATE: CT
ZIP: 06762
BUSINESS PHONE: 2035741118
MAIL ADDRESS:
STREET 1: P O BOX 1299
CITY: MIDDLEBURY
STATE: CT
ZIP: 06762-1299
SC 13D/A
1
segall_13da2.txt
AMENDMENT NO. 2
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Information to be included in statements filed pursuant to Rule
13d-(a) and amendments thereto filed pursuant to Rule13d-2(a)
(Amendment No. 2)
General DataComm Industries, Inc.
---------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
--------------------------------------
(Title of Class of Securities)
369487608
--------------
(CUSIP Number)
Gerald Gordon
Weisman Celler Spett & Modlin, P.C.
445 Park Avenue
New York, New York 10022, (212) 371-5400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 26, 2005
-------------------------------------------------------
(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 which is the subject of this Statement because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box:
[ ]
--------------------------------------------------------------------------------
CUSIP No. 369487608 13D
--------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John L. Segall
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
00
--------------------------------------------------------------------------------
(5) CHECK BOX 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
535,308 (Item 5)
------------------------------------
NUMBER OF SHARES : (8) SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH None (Item 5)
REPORTING PERSON WITH ------------------------------------
: (9) SOLE DISPOSITIVE POWER
535,308 (Item 5)
------------------------------------
: (10) SHARED DISPOSITIVE POWER
None (Item 5)
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (Item 5)
535,308 shares
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.04%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON IN
--------------------------------------------------------------------------------
2
ITEM 1. Security and Issuer
-------------------
This Schedule 13D on the Common Stock of General DataComm
Industries, Inc. (the "Issuer") is being filed on behalf of the undersigned
Reporting Person (the "Schedule 13D").
ITEM 2. Identity and Background
-----------------------
This statement is being filed by John L. Segall, (the "Reporting
Person)
The foregoing person owns beneficially more than 5% of a class of
equity securities of the Issuer.
John L. Segall resides at 11 Blackstone Drive, Norwalk, CT. 06855
and has been a director of the issuer since 1994. He is a consultant; former
Vice Chairman of GTE from 1991 to 1994 and formerly Vice Chairman of Contel
Corp. from 1989 to 1994.
The Reporting Person is a citizen of the United States.
During the past five years the Reporting Person has not been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceedings 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 violations with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration. The
Reporting Person received a Stock Option to acquire 30,000 shares of the
Issuer's Common Stock at $.55 per share. The Stock Option is exercisable in five
equal annual installments commencing January 26, 2006 and expiring ten (10)
years from issuance.
ITEM 4. Purpose of Transaction. The purpose of the acquisition of
the securities was to receive a Stock Option under the Issuer's 2005 Stock and
Bonus Plan. The transaction was approved by the Issuer's Stock Option Committee
3
of the Board of Directors. The Reporting Person has no current plans which
relate to or would result in:
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer other than stock
option grants under the Issuer's stock option plans;
(b) An extraordinary corporation transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) 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;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Causing a class of securities of the Issuer to be deleted
from a national securities exchange;
(h) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(i) Any action similar to any of those enumerated above;
but the foregoing responses above do not apply to any such actions of the Issuer
in the ordinary course of business which may result from actions taken by the
Reporting Person as an executive officer or a director of the Issuer or its
subsidiaries.
4
ITEM 5. Interest In Securities Of The Issuer
------------------------------------
(a) The aggregate number and percentage of securities to which
this Schedule 13D relates is 535,308 shares of Common Stock, representing 14.04%
of 3,814,080 shares of Common Stock of the Issuer outstanding. This number of
shares outstanding is arrived at by taking the number of shares reported as
being outstanding in the Issuer's recently filed Form 10-Q for the quarter ended
December 31, 2003 disclosing 3,303,872 shares of the Issuer's Common Stock
outstanding and adding thereto 1,550 shares if the Reporting Person were to
exercise three out-of-the-money director stock options held by him described
below plus 141,509 shares issuable on conversion of a Note acquired December 30,
2003 from the Issuer, 144,927 shares issuable on conversion of a Note acquired
March 1, 2004 from the Issuer and 222,222 shares issuable on conversion of a
Note acquired April 1, 2004 from the Issuer. The 30,000 shares acquirable on
exercise of a Stock Option issued January 26, 2005 is not included in the
calculation because they cannot be acquired in the next 60 days and only vest in
20% increments annually commencing January 26, 2006.
The Reporting Person is deemed to beneficially own the Common
Stock as follows:
Shares of % of
Common Common
Name Stock Deemed Stock
---- Owned* Outstanding
------------ -----------
John L. Segall 535,308 14.04%
* Pursuant to Rule 13d-3 141,509 shares are deemed owned on conversion of
a Note dated December 30, 2003 held by the Reporting Person, 144,927
shares are deemed owned on conversion of a Note dated March 1, 2004,
222,222 shares are deemed owned on conversion of a Note dated April 1,
2004 and 1,550 shares are deemed owned based on options to purchase
Common Stock which could be exercised by the Reporting Person as
follows: 500 at $123.125 per share, 450 at $37.50 per share and 600 at
$26.875 per share, respectively, expiring October 9, 2005, March 4, 2008
5
and October 20, 2009 respectively. The new Stock Option is not included
because no shares may be acquired in the next 60 days.
(b) The Reporting Person has the sole power to vote or direct
the vote, and sole power to dispose or to direct the disposition, of the shares
of the Issuer reported for him for his own benefit.
(c) Information with respect to all transactions in the shares
of the Issuer which were effected during the past sixty days by the Reporting
Person is set forth on Schedule I annexed hereto and incorporated herein by
reference.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
--------------------------------------------------------
with Respect to Securities of the Issuer.
----------------------------------------
None except the three outstanding options previously granted by
the Issuer reported in Item 5, the Notes issued to the Reporting Person and an
Additional Senior Security Agreement, as amended securing the Notes. The
Reporting Person disclaims any interest in the Notes issued to Howard S. Modlin
who also loaned $300,000, $125,000 and $125,000 to the Issuer and whose Notes
are convertible on like terms and secured by such Additional Senior Security
Agreement. The undersigned and Mr. Modlin have no agreements whatsoever with
respect to any securities of the Issuer except for the fact all Notes, including
additional notes issued to Mr. Modlin in connection with additional loans made
by him are secured by the same Additional Senior Security Agreement.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
1. Form of Stock Option
6
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.
Dated: February 4, 2005
/s/ JOHN L. SEGALL by GERALD GORDON
-------------------------------------
John L. Segall by
Gerald Gordon, Attorney-in-fact
7
SCHEDULE I
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS
IN GENERAL DATACOMM INDUSTRIES, INC. SECURITIES
Date Shares Acquirable on Exercise Price
---- ----------------------------- -----
Stock Option to
Acquire Common
Stock 1/26/05 30,000*
Common Stock --- None
Class B Stock --- None
-------------------
* Subject to vesting in five annual 20% increments commencing January 26, 2006
8
AGREEMENT made as of January 26, 2005 between GENERAL DATACOMM INDUSTRIES,
INC., a Delaware corporation having offices at 6 Rubber Avenue, Naugatuck,
Connecticut 06770("Grantor") and John L. Segall ("Optionee").
WITNESSETH:
WHEREAS, Grantor is desirous of inducing Optionee to continue as a
director of the Grantor,
NOW THEREFORE, in consideration of the promise of the Optionee to remain
as a director of the Grantor at the pleasure of the stockholders of Grantor, and
for other good and valuable consideration, the Grantor hereby grants the
Optionee Stock Options to purchase common stock of the Grantor on the following
terms and conditions:
l. OPTION. Pursuant to its non-qualified 2005 Stock and Bonus Plan (the
"Plan"), the Grantor hereby grants to the Optionee the option to purchase up to
30,000 shares of common stock, par value .01 cent per share, of the Grantor to
be issued upon the exercise hereof, fully paid and non-assessable, during the
following periods.
(a) No shares may be purchased prior to the expiration of twelve (12) months
from the date of this option (unless otherwise authorized by the Stock Option
Committee of the Board of Directors) or after ten (10) years from the date
thereof.
(b) All or any part of 6,000 shares may be purchased during the period
commencing January 26, 2006 and terminating at 5:00 p.m. on January 25, 2015.
(c) All or any part of 6,000 shares may be purchased during the period
commencing January 26, 2007 and terminating at 5:00 p.m. on January 25, 2015
(d) All or any part of 6,000 shares may be purchased during the period
commencing January 26, 2008 and terminating at 5:00 p.m. on January 25, 2015.
(e) All or any part of 6,000 shares may be purchased during the period
commencing January 26, 2009 and terminating at 5:00 p.m. on January 25, 2015.
(f) All or any part of 6,000 shares may be purchased during the period
commencing January 26, 2010 and terminating at 5:00 p.m. on January 25, 2015.
2. PURCHASE PRICE. The purchase price shall be fifty-five cents ($.55) per
share, payable in cash or by check (subject to collection) to the Grantor. The
Grantor shall pay all original issue or transfer taxes on the exercise of this
option and all other fees and expenses necessarily incurred by the Grantor in
connection therewith.
3. EXERCISE OF OPTION. The Optionee shall notify the Grantor by certified or
registered mail addressed to its principal offices as to the number of shares
which Optionee desires to purchase under the options herein granted, which
notice shall be accompanied by payment by cash or check of the option price
therefore as specified in paragraph 2 above. As soon as possible thereafter the
Grantor shall, at its principal office, tender to Optionee certificates issued
in the Optionee's name evidencing the shares purchased by the Optionee.
9
4. OPTION CONDITIONED ON CONTINUANCE AS A DIRECTOR.
(a) Each of the aforesaid options shall terminate and be void if the Optionee
is not a director of the Grantor on the date in which such option is first
exercisable.
(b) The Optionee shall have the right to purchase the shares as to which the
options shall become exercisable only while Optionee is a director of the
Grantor, except the options may be exercised to the extent that they are
exercisable upon the effective date the Optionee ceases to be a director, at any
time within three (3) months after the date of termination but in no event after
the expiration of the last option herein contained.
5. DIVISIBILITY AND NON-ASSIGNABILITY OF THE OPTIONS.
(a) The Optionee may exercise the options herein granted from time to time
during the periods of their respective effectiveness with respect to any whole
number of shares included therein.
(b) Except as provided in the Plan, the Optionee may not give, grant, sell,
exchange, transfer legal title, pledge, assign or otherwise encumber or dispose
of the options herein granted or any interest therein, otherwise than by will or
the laws of descent and distribution, and these options, or any of them, shall
be exercisable during Optionee's lifetime only by the Optionee.
(c) In the event of the Optionee's death (i) while a director of the Grantor
or (ii) within three (3) months after the effective date that the Optionee
ceases to be a director, or (iii) after the effective date that the Optionee
ceases to be a director by reason of permanent and total disability, then (x)
under (i), (ii) and (iii) above, all of the unexercised outstanding options
granted under this Agreement shall automatically be accelerated and become fully
vested and exercisable and (y) Optionee's estate, or any person who acquired the
right to exercise such option by bequest or inheritance or by reason of the
death of the Optionee, shall have the right at any time, but not after January
25, 2015, to exercise this option in full notwithstanding the vesting schedule
in paragraph 1.
(d) In the event Optionee ceases to be a director by reason of the Optionee's
permanent and total disability while a director of the Grantor, all of the
unexercised outstanding options granted under this Agreement shall automatically
be accelerated and become fully vested and exercisable and the Optionee shall
have the right at any time after Optionee ceases to be a director, but not after
January 25, 2015, to exercise this option in full notwithstanding the vesting
schedule in paragraph 1.
For this purpose, the Optionee shall be considered permanently and totally
disabled if Optionee is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months. The Optionee shall not be
considered permanently and totally disabled unless Optionee furnishes proof of
the existence thereof in such form and manner and at such times as the Stock
Option Committee of the Board of Directors administering the Plan may require.
The Optionee agrees that said committee's determination as to whether the
Optionee is permanently and totally disabled shall be final and absolute, and
not subject to question by the Optionee, a representative of the Optionee, or
the Grantor.
10
6. STOCK AS INVESTMENT. By accepting this option the Optionee agrees for the
Optionee, Optionee's heirs and legatees that, unless the shares have been
registered under the Securities Act of 1933, as amended, any and all shares
purchased hereunder shall be acquired for investment and not for distribution,
and upon the issuance of any or all of the shares subject to the option granted
hereunder, the Optionee, or Optionee's heirs or legatees receiving such shares,
shall deliver to the Grantor a representation in writing that such shares are
being acquired in good faith for investment and not for distribution. Grantor
may place a "stop transfer" order with respect to such shares with its transfer
agent and place an appropriate restrictive legend on the stock certificate
unless such shares are registered.
7. RESTRICTION ON ISSUANCE OF SHARES. The Grantor shall not be required to
issue or deliver any certificate for shares of its capital stock purchased upon
the exercise of this option:
(a) prior to the admission of such shares to listing on any stock market or
exchange on which the stock may at that time be listed and, in the event of the
exercise of this option with respect to any shares of stock subject hereto, the
Grantor shall make prompt application for such listing;
(b) unless the prior approval of such sale or issuance has been obtained from
any state regulatory body having jurisdiction; or
(c) unless the shares with respect to which the option is being exercised have
been registered under the Securities Act of 1933, as amended, or are exempt from
registration.
8. ADJUSTMENT OF SHARES.
(a) If additional shares of common stock are issued by the Grantor pursuant to
a stock split or stock dividend or distribution in excess of 5% in the aggregate
in any one fiscal year of the Grantor, the number of shares of common stock then
covered by each option granted herein shall be increased proportionately with no
increase in the total purchase price of the shares then so covered. In the event
that the shares of common stock of the Grantor are reduced at any time by a
combination of shares, the number of shares of common stock then covered by each
option granted herein shall be reduced proportionately with no reduction in the
total price of the shares then so covered. If the Grantor shall be reorganized,
consolidated or merged with another corporation, or if all or substantially all
of the assets of the Grantor shall be sold or exchanged, the Optionee shall, at
the time of issuance of the stock under such a corporate event, be entitled to
receive upon the exercise of his option, the same number and kind of shares of
stock or the same amount of property, cash or securities as he would have been
entitled to receive upon the happening of any such corporate event as if he had
been, immediately prior to such event, the holder of the number of shares
covered by this option. No option adjustment shall be made for stock dividends,
stock distributions or stock splits which are not in excess of 5% in any one
fiscal year in the aggregate (even though the cumulated total of such stock
dividends, distributions or splits over the life of an option may be in excess
of 5% in the aggregate), cash dividends or the issuance to stockholders of the
Company of rights to subscribe for additional common stock or other securities.
(b) Any adjustment in the number of shares shall apply proportionately to only
the unexercised portion of an option granted hereunder. If fractions of a share
11
would result from any such adjustment, the adjustment shall be revised to the
next higher whole number of shares.
9. NO RIGHTS IN OPTION STOCK. Optionee shall have no rights as a stockholder
in respect of shares as to which the option shall not have been exercised and
payment made as herein provided and shall have no rights with respect to such
shares not herein provided.
10. NO CONTRACT TO BE A DIRECTOR. Optionee further represents, covenants and
warrants this Agreement does not constitute a contract to be a director of the
Grantor or any of its subsidiaries or affiliates, nor does it give the Optionee
any right to be a director of the Grantor, and Optionee's continuance as a
director is terminable as provided in the Grantor's Certificate of Incorporation
and by-laws.
11. BINDING EFFECT. Except as herein otherwise expressly provided, this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
their legal representatives and assigns.
12. JURISDICTION OF DISPUTES. The appropriate Federal or State Courts of or
located in the State in which the Grantor has its principal executive offices
shall have exclusive jurisdiction of all disputes arising under this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
GENERAL DATACOMM INDUSTRIES, INC. (Grantor)
By:
-----------------------------------------
Howard S. Modlin, Chairman of the Board
---------------------------------
First/Middle/Last Name (Optionee)
John L. Segall
12