-----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, BIZ8v23x2iy0Ab9uqll3cJ7t8qdUhXG02Bi8fLCBXahxn1hZ3tea2P52c/pzysIv Vftgx7N3x1xpRZHkyiM7+A== 0000914062-99-000018.txt : 19990201 0000914062-99-000018.hdr.sgml : 19990201 ACCESSION NUMBER: 0000914062-99-000018 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990129 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: 99517282 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: STARKE WENDELL M CENTRAL INDEX KEY: 0001077649 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE MIDTOWN PLZ SUITE 100 STREET 2: 1360 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30309 MAIL ADDRESS: STREET 1: ONE MIDTOWN PLZ SUITE 100 STREET 2: 1360 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30309 SC 13D 1 SCHEDULE 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _______) Proactive Technologies, Inc. (Name of Issuer) Common Stock, $0.04 Par Value (Title of Class of Securities) 74266 K307 (CUSIP Number) Robert F. Dow, 2800 One Atlantic Center, 1201 West Peachtree Street, Atlanta, Georgia 30309-3450 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 29, 1999 (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 |_|. 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). CUSIP No. 74266 K307 Page 2 of 5 - ------------------------------------------------------------------=========== 1 Name of Reporting Person: Wendell M. Starke - ------------------------------------------------------------------=========== - ------------------------------------------------------------------=========== 2 Check the Appropriate Box if a Member of a Group (a)|_| (b)|_| - ------------------------------------------------------------------=========== - ------------------------------------------------------------------=========== 3 SEC Use Only - ------------------------------------------------------------------=========== - ------------------------------------------------------------------=========== 4 Source of Funds PF - ------------------------------------------------------------------=========== - ------------------------------------------------------------------=========== 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 2,500,000(1) - ------------------------------------------------------------------=========== - ------------------------------------------------------------------=========== 8 Shared Voting Power 0 - ------------------------------------------------------------------=========== - ------------------------------------------------------------------=========== 9 Sole Dispositive Power 2,500,000(1) - ------------------------------------------------------------------=========== - ------------------------------------------------------------------=========== 10 Shared Dispositive Power 0 - ------------------------------------------------------------------=========== - ------------------------------------------------------------------=========== 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,500,000(1) - ------------------------------------------------------------------=========== - ------------------------------------------------------------------=========== 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |_| - ------------------------------------------------------------------=========== - ------------------------------------------------------------------=========== 13 Percent of Class Represented by Amount in Row (11) 12.7 percent - ------------------------------------------------------------------=========== 14 Type of Reporting Person IN - ------------------------------------------------------------------=========== SEE INSTRUCTIONS BEFORE FILLING OUT (1) Shares held by the Wendell M. Starke Trust, under Declaration of Trust dated October 2, 1991 (the "Trust"). The reporting person is the Trustee and Beneficiary of the Trust. CUSIP No. 74266 K307 Page 3 of 5 Item 1. Security and Issuer The title of the class of equity securities to which this Schedule relates is common stock, par value $0.04 per share ("Common Stock"), issued by Proactive Technologies, Inc. (the "Company"), the principal executive offices of which are located at 7118 Beech Ridge Trail, Suite 402, Tallahassee, Florida 32312. Item 2. Identity and Background 1. (a) Wendell M. Starke is a person filing this statement. Mr. Wendell holds shares of Common Stock through the Wendell M. Starke Trust. (b) Suite 100, One Midtown Plaza, 1360 Peachtree Street N.E., Atlanta, Georgia 30309. (c) The reporting person is a real estate investor at the address shown at Item 2(b). (d) None. (e) None. (f) United States. Item 3. Source and Amount of Funds or Other Consideration On January 29, 1999, the Trust acquired 2,500,000 shares (the "Shares") of the Company's Common Stock for $1,000,000 in cash from personal funds. Item 4. Purpose of Transaction The reporting persons currently intend to hold the shares for investment. (a) The reporting person has no definite plans to acquire additional securities. While the reporting person reserves the right to develop plans or proposals in the future regarding the following items, at the present time the person identified in response to Item 2 of this Statement does not have any plans or proposals which relate to or would result in any of the following: (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) Sale or transfer of a material amount of assets of the Company or of any of its subsidiaries; (d) Any change in the present board of directors or management of the Company, 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 Company; (f) Any other material change in the Company's business or corporate structure; (g) Changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; CUSIP No. 74266 K307 Page 4 of 5 (h) Causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Company becoming eligible or termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a)-(b) See Items 7-13 of the cover page. The percentage of outstanding shares of the Common Stock set out in the cover page has been computed based on a total of 15,499,253 shares of Common Stock indicated as outstanding in the Company's Form 10-QSB for the quarter ended September 30, 1998, as adjusted to reflect issuance of the Shares, 3,100,000 shares of Common Stock issued on or about December 30, 1998, 3,600,000 shares of Common Stock on or about January 8, 1999, and the repurchase by the Company of 5,000,000 shares on or about January 21, 1999. (c) See Item 3. No other transactions in the Company's Common Stock have been effected by the person named in Item 2 above within the last sixty days. (d) Not Applicable. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Pursuant to the Registration Rights Agreement dated January 29, 1999 between the Company and the reporting person, the reporting person has demand registration rights with respect to the Shares. In the event of a registration under such agreement, the Company will pay all expenses of registration. Item 7. Material to be Filed as Exhibits 99.1 Registration Rights Agreement dated January 29, 1999. CUSIP No. 74266 K307 Page 5 of 5 Signature. After reasonable inquiry each of the undersigned certifies that to the best of his knowledge and belief the information set forth in this statement is true, complete and correct. /s/ Wendell M. Starke January 29, 1999 Wendell M. Starke Date EX-99 2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT To: Wendell M. Starke (Name of "Subscriber") Suite 100 One Midtown Plaza 1360 Peachtree Street, N.E., Atlanta, GA 30309 (Address of "Subscriber") 1. Demand Registration. Beginning six months from the date hereof, and upon written request by you (assuming you retain at least a majority in interest of the Shares), and assuming Form S-3 is available for such a transaction under the Securities Act of 1933 (the "1933 Act"), the Company will, upon no less than 45 days' notice, use its best efforts to file a registration statement on Form S-3 (utilizing Rule 415 to the extent available) to register the sale of the Shares owned by the subscriber identified below. The Company shall only be required to file two such registration statements. 2. Expenses of Offering. Without regard to whether the registration statement relating to the proposed sale of the Shares is made effective or the proposed sale of such shares is carried out, the Company shall pay the fees and expenses in connection with any such registration including, without limitation, legal, accounting and printing fees and expenses in connection with such registration statements, the registration filing and examination fees paid under the 1933 Act and state securities laws and the filing fees paid to the American Stock Exchange. Notwithstanding the foregoing, each selling stockholder shall be responsible for the payment of underwriting discounts and commission, if any, applicable transfer taxes and fees and charges of any attorneys or other advisers retained by such selling stockholders. 3. Registration Procedures and Expenses. If and whenever pursuant to the provisions of this Agreement the Company effects registration of Shares under the Act of 1933 and state securities laws, the Company shall: (a) Prepare and file with the Securities and Exchange Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective; (b) Use its best efforts to register or qualify the securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the underwriters shall reasonably request, and do any and all other acts and things which may be necessary or advisable (in the sole opinion of the Company) to enable the stockholders offering such securities to consummate the disposition thereof; provided, however, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by such registration statement in any jurisdictions where it is not now so subject. 4. Limitation on Obligations to Register; Grant of "Piggyback" Rights. Anything in this Agreement to the contrary notwithstanding: (a) The Company shall not be obligated pursuant to Section 1. to effect any registration after one year from the date hereof, or such shorter (or longer) period as may be specified by amendment to the first sentence of Rule 144(d)(1) promulgated under the 1933 Act. (b) The Company may defer the filing of any registration statement or suspend the use of a prospectus under a currently effective registration statement under Section 1. at its discretion for good cause. For example, the Company may defer the filing ("Filing") if (i) the Company is engaged in active negotiations with respect to the acquisition of a "significant subsidiary" as defined in Regulation S-X promulgated by the SEC under the Securities Exchange Act of 1934, as amended ("Exchange Act") and the 1933 Act which would in the opinion of counsel for the Company be required to be disclosed in the Filing; or (ii) in the opinion of counsel for the Company, the Filing would require the inclusion therein of certified financial statements other than those in respect of the Company's most recently ended full fiscal year and any preceding full fiscal year, and the Company may then, at its option, delay the imposition of its obligations pursuant to Section 1. hereof until the earlier of (A) the conclusion or termination of such negotiations, or the date of availability of such certified financial statements, whichever is applicable, or (B) 120 days from the date of the registration request (which period may be extended for up to two additional, consecutive 90-day periods at the written election of Company delivered, prior to the expiration of the deferred period, to the stockholders). In the event the Company has deferred a requested Filing pursuant to the preceding paragraph such deferral period shall end if the Company registers shares for resale by another stockholder of the Company on Form S-3. In the event the Company undertakes an underwritten public offering for cash for its own account, the Company shall provide the subscriber (assuming subscriber retains at least a majority of the Shares) and up to five of subscriber's permitted assigns (subscriber and each such assignee: "Stockholders") with customary "piggyback" rights, subject to (i) the right of the managing underwriters to object to including such shares, (ii) any currently existing piggyback rights, and (iii) the condition that each requesting Stockholder shall cooperate in the registration process in all material respects, including execution by such Stockholder of the underwriting agreement and related stockholder lock-up agreement agreed to by the Company and the underwriters. (c) The Company may amend any registration statement to withdraw registration of any selling Stockholder's Shares if such Stockholder shall fail or refuse to cooperate in full and in a timely manner with all reasonable requests relating to such registration and the public offering generally made by the Company, the underwriters (if any), their respective counsel and the Company's auditors. 5. Indemnification (a) With respect to any registration statement relating to any Shares sold by each Stockholder, such Stockholder will indemnify the Company and each person, if any, who controls the Company within the meaning of the "1933 Act," in writing, in form and substance acceptable to counsel for the Company, against any and all expenses, claims, damages or liabilities to which the Company may become subject under the 1933 Act, the Exchange Act of 1934 (the "Exchange Act"), as amended, or otherwise, insofar as such expenses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any preliminary prospectus, registration statement, final prospectus or any amendment or supplement thereto, or any filing made pursuant to the Exchange Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make statements contained therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company by that Stockholder expressly for use in the preparation thereof. Furthermore, each Stockholder will indemnify the Company for the failure by such Stockholder, or its agent, to delivery any prospectus required to be delivered in connection with the sale by such Stockholder of any Shares. (b) With respect to any registration statement relating to any Shares held by a Stockholder, the Company will indemnify each Stockholder, each underwriter of the Shares, and each person, if any, who controls a Stockholder or any such underwriter within the meaning of the Securities Act, against all expenses, claims, damages or liabilities to which either Stockholder, any such underwriter, or any such controlling person may become subject, under the Securities Act, the Exchange Act, applicable state securities laws, or otherwise, insofar as such expenses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any preliminary prospectus, registration statement, final prospectus or any amendment or supplement thereto, or any filing under the Exchange Act, or arise out of or are based upon any untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by a Stockholder expressly for use in the preparation thereof; and (y) the Company shall not be liable to any underwriter or any controlling person of such underwriter in any such case to the extent that such expenses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by such underwriter expressly for use in the preparation thereof. Any such underwriter, as a condition to obtaining the indemnity agreement referred to in this Section shall be required to indemnify the Company on the same terms as provided in Section 5(a) in the case of the Stockholders in respect of the written information furnished by such underwriter which is referred to in clause (y) of this Section 5(b). 6. Rule 144. The Company will use its commercially reasonable best efforts to take such action as may be necessary to ensure that the requirements of Rule 144(c) under the 1933 Act are satisfied so as to enable Subscriber to offer or sell the shares pursuant to Rule 144, subject to compliance with the provisions of paragraphs (d) through (h), or (k), of Rule 144. Notwithstanding the foregoing, the Company shall not be liable for any failure by the Company to meet such requirements, or a decrease in price of Shares, due to circumstances beyond its control. 7. Cooperation. The Company will cooperate with Subscriber in good faith by promptly processing requests for confirmation of compliance with Rule 144 by Subscriber, and requests for removal of restrictive legends and stop transfer orders, as permitted by applicable law. SUBSCRIBER: COMPANY: Name: Proactive Technologies, Inc. By: By: Name: Wendell M. Starke Name: Title: Title: Date: January 29, 1999 Date: -----END PRIVACY-ENHANCED MESSAGE-----