-----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, Al9gWsvad7vL70MGDox0F/l/tj9yW3aer2hhWRHlMRGB4X64Nb8/Qv/Q6F6JEQgm LR07InKDCs5mZdF2KBgJHw== 0000722839-99-000009.txt : 19990202 0000722839-99-000009.hdr.sgml : 19990202 ACCESSION NUMBER: 0000722839-99-000009 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROACTIVE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000722839 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 232265039 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-35710 FILM NUMBER: 99518381 BUSINESS ADDRESS: STREET 1: 7118 BEECH RIDGE TRAIL STREET 2: STE 402 CITY: TALLAHASSEE STATE: FL ZIP: 32312 BUSINESS PHONE: 9046685800 MAIL ADDRESS: STREET 1: 7118 BEECH RIDGE TRAIL STREET 2: SUITE 402 CITY: TALLAHASSEE STATE: FL ZIP: 32312 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE MEDICAL CORPORATION DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE MEDICAL CORP INC DATE OF NAME CHANGE: 19910103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PROACTIVE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000722839 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 232265039 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7118 BEECH RIDGE TRAIL STREET 2: STE 402 CITY: TALLAHASSEE STATE: FL ZIP: 32312 BUSINESS PHONE: 9046685800 MAIL ADDRESS: STREET 1: 7118 BEECH RIDGE TRAIL STREET 2: SUITE 402 CITY: TALLAHASSEE STATE: FL ZIP: 32312 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE MEDICAL CORPORATION DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE MEDICAL CORP INC DATE OF NAME CHANGE: 19910103 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13-D Under the Securities Exchange Act of 1934 PROACTIVE TECHNOLOGIES, INC. (Name of Issuer) 74266K 20 8 CUSIP Number G. David Gordon 7633 East 63rd Place, Suite 210 Tulsa, OK 74133 (918) 254-4997 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 12, 1996 (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-1(b)(3) or (4), check the following box [ ] Check the following box if a fee is being paid with this statement [ X ](A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). (1) Names of Reporting Persons Tax Identification Number Mark A. Conner ###-##-#### (2) Check the Appropriate Box if a Member of a Group a. [ ] b. [ ] (3) SEC Use Only (4) Source of Funds AF (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization Florida, U.S.A. Number of (7) Sole Voting Power Shares 8,559,077 Beneficially Owned By (8) Shared Voting Power Each --0-- Reporting Person (9) Sole Dispositive Power With: 8,559,077 (10) Shared Dispositive Power --0-- (11) Aggregate Amount Beneficially Owned By Each Reporting Person 8,559,077 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] (13) Percent of class represented by amount in Row (11) 85.348% (14) Type of Reporting Person IN Item 1. Security and Issuer. The class of equity securities to which this statement relates is the common stock, $0.04 par value (the "Stock"), of Proactive Technologies, Inc., a Delaware corporation ("Proactive"). The executive offices of Proactive are located at 7118 Beech Ridge Trail, Tallahassee, Florida 32312. Item 2. Identity and Background. (a.) (b.) (c.) (f.) This statement is filed by Mark A. Conner ("Conner") is 7118 Beech Ridge Trail, Tallahassee, Florida 32312. Conner's principal occupation is serving as president of Capital First Holdings, Inc. and Proactive from February 12, 1996 to January 21, 1999. Conner is a citizen of the United States. (d.) (e.) During the last five (5) years, Conner has not been (i) convicted in a criminal proceeding (excluding traffic violation or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. Eight Million Five Hundred Fifty Five Thousand and Seventy Seven (8,559,077) shares of Stock received by Conner were acquired as consideration as a result of Proactive's acquisition of Capital First Holdings, Inc. pursuant to that certain Stock Purchase Agreement dated February 17, 1996 ("Acquisition"). Item 4. Purpose of Transaction. The acquisition of Stock reported herein was made to obtain a controlling interest in Proactive. As part of the Acquisition, Conner became Chairman of the Board of Directors and Preesident of Proactive. Conner intends to continue to consider his equity interests in Proactive and reserve the right to formulate such plas or proposals, and to take such action, as may seem appropriate in the circumstances existing at any future date. Except as set forth above, Conner has no present plans or proposals which would result in or relate to any of the transactions described in subparagraphs (a.) through (j.) of Item 4 of Schedule 13-d. Item 5. Interest in Securities of Issuer. a.) At the close of business on February 12, 1996, Conner beneficially owned 8,559,077 shares of Stock, or approximately 85.348% of the 10,028,427 shares of common stock reported by Proactive in its Form 10-QSB filing for the period ended December 31, 1995, as adjusted to reflect the issuance of the shares b.) Conner has sole voting and dispositive power with respect to 8,559,077 of the shares of Stock disclosed in Item 5(a.) above. c.) Conner has not sold any shares of Stock during the past sixty days, except as set forth in Conner's amendment tothis filing dated January 29, 1999. d.) This section is not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. None. There are no securities which are pledged or otherwise are subject to a contingency the occurrence of which would give another person voting power or investment power over such securities. Item 7. Material to be filed as Exhibits. There is no material to be filed as Exhibits. There are no written agreements relating to the filing of joint acquisition statements as required by Rule 13d-1(f) (Section 240.13d-1(f))and copies of all written agreements, contracts, arrangements, understandings, plans or proposals relating to:(1.) the borrowing of funds to finance the acquisition as disclosed in Item 3; (2.) the acquisition of issuer control, liquidation, sale of assets, merger, or change in business or corporate structure, or any other matter as disclosed in Item 4; and (3.) the transfer or voting of the securities, finder's fees, joint ventures, options, puts, calls, guarantees of loans, guarantees against loss or profit, or the giving or withholding of any proxy as disclosed in Item 6. SIGNATURE 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: January 29, 1999 /s/ Mark A. Conner ____________________________ Mark A. Conner -----END PRIVACY-ENHANCED MESSAGE-----