-----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, GCJitgFNC7ywqSXxon9ILkBv+AMdJbGjWv/+lQRFRG781yZJcILpBossVZM/PEap OIdCyGqCG5xkEj3Co5HLKg== 0000950116-97-001063.txt : 19970602 0000950116-97-001063.hdr.sgml : 19970602 ACCESSION NUMBER: 0000950116-97-001063 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970530 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYBEX INTERNATIONAL INC CENTRAL INDEX KEY: 0000060876 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 111731581 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-12594 FILM NUMBER: 97616490 BUSINESS ADDRESS: STREET 1: 2100 SMITHTOWN AVE CITY: RONKONKOMA STATE: NY ZIP: 11779 BUSINESS PHONE: 5165859000 MAIL ADDRESS: STREET 1: 2100 SMITHTOWN AVENUE CITY: RONKONKOMA STATE: NY ZIP: 11779 FORMER COMPANY: FORMER CONFORMED NAME: LUMEX INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UM INVESTMENT CORP CENTRAL INDEX KEY: 0001019789 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 510266463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 103 SPRINGER BLDG CONCORD PLAZA STREET 2: 3411 SILVERSIDE RD CITY: WILMINGTON STATE: DE ZIP: 19810 BUSINESS PHONE: 6093542200 MAIL ADDRESS: STREET 1: 103 SPRINGER BLDG CONCORD PLAZA STREET 2: 3411 SILVERSIDE RD CITY: WILMINGTON STATE: DE ZIP: 19810 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CYBEX INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 23252E 10 6 (CUSIP Number) James H. Carll, Esq. Archer & Greiner, One Centennial Square, Haddonfield, NJ 08033 (609-795-2121) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 23, 1997 (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 Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [x]. 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). (Continued on the following pages) Page 1 of 9 Pages - ------------------------------------------------------------------------------- CUSIP No. 23252E 10 6 13-D - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS UM Holdings, Ltd. 22-1982496 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [ ] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS (See Instructions) OO - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey - ------------------------------------------------------------------------------ NUMBER OF | 7 | SOLE VOTING POWER Zero SHARES | | BENEFICIALLY | | OWNED BY | 8 | SHARED VOTING POWER Zero EACH | | REPORTING | 9 | SOLE DISPOSITIVE POWER Zero PERSON WITH | | | 10 | SHARED DISPOSITIVE POWER Zero | | - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) HC and CO - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------- CUSIP No. 23252E 10 6 13-D - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON UM Equity Corp. 22-3343565 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [ ] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS (See Instructions) OO - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 4,173,056 BENEFICIALLY | | OWNED BY | 8 | SHARED VOTING POWER EACH | | Zero REPORTING | 9 | SOLE DISPOSITIVE POWER PERSON WITH | | 4,173,056 | 10 | SHARED DISPOSITIVE POWER | | Zero - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,173,056 - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.8% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) CO - ------------------------------------------------------------------------------ Item I - Security and Issuer This Statement relates to the common stock, $.10 par value ("Common Stock"), of CYBEX International, Inc. ("CYBEX"). The principal executive offices of CYBEX are located at 10 Trotter Drive, Medway, Massachusetts 02053. Item 2 - Identity and Background This Statement is filed jointly by UM Equity Corp., a Delaware corporation ("UME"), and UM Holdings, Ltd., a New Jersey corporation ("UM"). The principal business of UME, which is a wholly-owned subsidiary of UM, is maintaining and managing investments. Its principal business and office address is 56 Haddon Avenue, Haddonfield, New Jersey 08033. UM is a holding company. Companies which it owns or in which it has a substantial equity interest provide services to the pharmaceutical industry, provide management services to providers of executive physicals and related services, manufacture and sell exercise equipment and operate a commercial airline. Its principal business and office address is 56 Haddon Avenue, Haddonfield, New Jersey 08033. John Aglialoro and Joan Carter, who are married, own substantially all of the outstanding capital stock of UM and accordingly are controlling persons. Schedule I hereto sets forth the following information with respect to such shareholders and each director and executive officer of UM and UME (each of whom is a citizen of the United States): (a) name; (b) business address; (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. 4 During the past five years neither UME nor UM, nor to the best of UM's knowledge, any person named in Schedule I has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been party to a civil proceeding as a result of which such person 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. Item 3 - Source and Amount of Funds or Other Consideration. UME acquired 4,273,056 shares of CYBEX Common Stock upon consummation of the merger pursuant to the Agreement and Plan of Merger dated December 27, 1996, as amended (the "Merger Agreement"), by and among Trotter, Inc., a Delaware corporation and wholly-owned subsidiary of UME ("Trotter"), CYBEX, and Cat's Tail, Inc., a Delaware corporation and direct wholly-owned subsidiary of CYBEX ("Cat's Tail"), in exchange for 100% of the capital stock of Trotter. Item 4 - Purpose of Transactions. UM's purpose for acquiring the shares of CYBEX Common Stock pursuant to the Merger Agreement was to combine the business of CYBEX and Trotter and to obtain a significant equity interest in CYBEX. Due to its ownership interest in the stock of CYBEX, UM believes that it has a substantial ability to direct or materially influence management decisions of CYBEX. Pursuant to the Merger Agreement, UM was provided the right to appoint five (5) of the nine (9) directors of CYBEX immediately following the merger, and certain of the officers of the combined entity. 5 UM generally intends to maintain its present level of investment in CYBEX. Based upon market and business conditions and other factors, however, UM may from time-to-time choose to sell a portion of its shares of the Common Stock. On May 23, 1997, UME transferred 100,000 shares of the Common Stock as a charitable donation to a 501(c)(3) foundation. Item 5 - Interest in Securities of the Issuer. UME owns 4,173,056 shares of the Common Stock, representing 48.8% of the outstanding Common Stock (based upon the outstanding shares as indicated in CYBEX's most recent available filing with the Securities and Exchange Commission increased by the shares issued pursuant to the Merger Agreement). UME possesses the sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares of Common Stock owned by it. Except as referred to above, neither UME, nor UM, nor, to the best of UM's knowledge, any of the persons listed on Schedule I hereto, beneficially owns any shares of Common Stock. On May 23, 1997, upon consummation of the merger pursuant to and in accordance with the terms of the Merger Agreement, UME acquired 4,273,056 shares of Common Stock in exchange for 100% of the capital stock of Trotter. On May 23, 1997, UME transferred 100,000 shares of Common Stock as a charitable donation to a 501(c)(3) private foundation. No other transactions in the Common Stock were effected during the past 60 days by UM, UME, or, to the best of UM's knowledge, by any of the persons listed on Schedule I hereto. 6 Item 6 - Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer. Trotter, CYBEX, and Cat's Tail entered into an Agreement and Plan of Merger dated December 27, 1996, as amended (the "Merger Agreement"), pursuant to the terms of which Cat's Tail and Trotter were merged. As a result of the merger, UME received 4,273,056 shares of CYBEX Common Stock in exchange for 100% of the capital stock of Trotter. In addition, the Merger Agreement provided UM the right to appoint five (5) of the nine (9) directors of CYBEX immediately following the merger, and certain of the officers of the combined entity. Item 7 - Material to be Filed as Exhibits. Exhibit 1 - Joint Filing Agreement dated May 23, 1997. Exhibit 2 - Agreement and Plan of Merger, dated December 27, 1996, as amended.(1) - -------- (1) Incorporated herein by reference to Annex A to the Proxy Statement of CYBEX International, Inc. dated April 23, 1997, filed pursuant to Section 14 of the Exchange Act. After reasonable enquiry 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: May 23, 1997 John Aglialoro, Chairman UM Holdings, Ltd. and UM Equity Corp. 7 SCHEDULE I Shareholders, Directors and Executive Officers of UM and UME
Relationship to UM and Principal Name Business Address UME Occupation (1) - ---- ---------------- ------------ -------------- John Aglialoro UM Holdings, Ltd. Shareholder, Chairman 56 Haddon Avenue Director and of UM Haddonfield, NJ 08033 Executive Officer of UM; Executive Officer of UME Joan Carter UM Holdings, Ltd. Shareholder, President of UM 56 Haddon Avenue Director and Haddonfield, NJ 08033 Executive Officer of UM; Director and Executive Officer of UME Arthur W. Hicks, Jr. UM Holdings, Ltd. Executive Officer of Chief Financial 56 Haddon Avenue UM; Executive Officer of UM Haddonfield, NJ 08033 Officer and Director of UME James H. Carll Archer & Greiner Director of UM and Member of the One Centennial Square UME Law Firm of Haddonfield, NJ 08033 Archer & Greiner
(1) Address of employer is same as the individual's business address. 8 EXHIBIT I JOINT FILING AGREEMENT In accordance with Rule 13d-l(f) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock of CYBEX International, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof the undersigned, being duly authorized, hereby execute this Agreement this 23rd day of May, 1997. UM HOLDINGS, LTD. By: /s/ John Aglialoro -------------------------------- John Aglialoro, Chairman UM EQUITY CORPORATION By: /s/ John Aglialoro -------------------------------- John Aglialoro, Chairman 9 -----END PRIVACY-ENHANCED MESSAGE-----