-----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, MlV37DGrOShTpn6D8RqC1TUo2OkAopUTzakrf1ft5D7Uo3gLrqROJZhk9wRsJd9s 20k/2U98r7gdHfHlA3XHlQ== 0000914317-01-000002.txt : 20010122 0000914317-01-000002.hdr.sgml : 20010122 ACCESSION NUMBER: 0000914317-01-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: M WAVE INC CENTRAL INDEX KEY: 0000883842 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 363809819 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-43060 FILM NUMBER: 1500636 BUSINESS ADDRESS: STREET 1: 216 EVERGREEN ST CITY: BENSENVILLE ILLINOIS STATE: IL ZIP: 60106 BUSINESS PHONE: 6308609542 MAIL ADDRESS: STREET 1: 216 EVERGREEN STREET CITY: BENSENVILLE STATE: IL ZIP: 60106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POLYSET CO INC PROFIT SHARING PLAN CENTRAL INDEX KEY: 0001088805 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 141804429 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: UPPER NORTH MAIN STREET CITY: MECHANICSVILLE STATE: NY ZIP: 12118 BUSINESS PHONE: 5186646000 SC 13D 1 0001.txt SC 13D FOR M-WAVE, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) M~WAVE, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 554034-10-8 - -------------------------------------------------------------------------------- (CUSIP Number) Paul Schmidt, CFO, 215 Park Street, Bensenville, IL 60106, (630)860-3560 ext.102 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 18,1998 - -------------------------------------------------------------------------------- (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 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 Rule 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 that act but shall be subject to all other provisions of the Act (however, see the notes). Potential person who are to 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. SEC 1746 (2-98) - -------------------------------------------------------------------------------- CUSIP No. 554034-10-8 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (entities only) Polyset Profit Sharing Plan, et. ano. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* (See Instructions) N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ] REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------ 8 SHARED VOTING POWER ------------------------------------------------ 9 SOLE DISPOSITIVE POWER ------------------------------------------------ 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* (See Instructions) EP - -------------------------------------------------------------------------------- CUSIP No. 13D - -------------------------------------------------------------------------------- Polyset Company, Inc., Profit Sharing Plan United States Securities and Exchange Commission Schedule 13 D Item 1. Security and Issuer M~WAVE, INC., Common Stock Paul Schmidtt, CFO 215 Park Street Bensenville, IL 60106 Item 2. Identity and Background This statement is being filed by the Polyset Company, Inc., Profit Sharing Plan, Robert Silvera, Thomas P. Kelly, and Ramkrishna Ghoshal, sometimes collectively known as the "Reporting Person". Silvera, Kelly and Ghoshal are employees and/or directors of Polyset Company, Inc. I POLYSET COMPANY, INC. PROFIT SHARING PLAN Polyset is a manufacturer of specialty adhesives and coatings office address: Upper North Main Street Mechanicville, New York 12118 mailing address: P.O. Box 111 Mechanicville, NY 12118 II (a) ROBERT SILVERA (b) residence address: 196 Mainsail Road Kingston, TN 37763 (c) President of Polyset Company, Inc., P.O. Box 111, Mechanicville, New York 12118 (d) Applicant has no criminal record (e) Applicant has not been a party to a civil proceeding with regard to Federal or State Securities Laws (f) U.S. citizenship III (a) THOMAS P. KELLY (b) residence address: 4426 North Richmond Street Chicago, Il 60625 (c) Commercial Pilot employed by American Airlines (d) Applicant has no criminal record (e) Applicant has not been a party to a civil proceeding with regard to Federal or State Securities Laws (f) U.S. citizenship III (a) RAMKRISHNA GHOSAL (b) residence address: Cathedral Court Clifton Park, NY 12065 (c) Secretary and Treasurer of Polyset Company, Inc., P.O. Box 111, (d) Applicant has no criminal record (e) Applicant has not been a party to a civil proceeding with regard to Federal or State Securities Laws (f) U.S. citizenship Item 3. Source and Amount of Funds or Other Consideration N/A Former Reporting Person member known as Polyset Company, Inc., Profit Sharing Plan, was disbanded on July 14, 2000, and all 101,000 shares owned by it at the time of the ]ast reporting on June 22, 1999, were disbursed for no consideration on July 15, 2000, to individual members of the former Polyset Company, Inc., Profit Sharing Plan. None of those individual members, known as the remaining parties comprising the "Reporting Person," continues to control. more than five (5) percent of M-WAVE, INC.'s common stock. Item 4. Purpose of Transaction The reporting persons want to report a change in beneficial ownership of M-WAVE, INC. shares that would terminate the Reporting Person's (co11ectively comprised of four parties as hereinbefore mentioned) obligation to report to the Securities and Exchange Commission. Polyset Company, Inc., Profit Sharing Plan, a party comprising the "Reporting Person", has disbursed 101,000 shares of M-WAVE, INC. common stock to Robert Silvera and Rarnkrishna Grosal, as individuals, of whom neither own or control 5 percent or more of M-WAVE, INC. common stock - Therefore, no individual member of the "Reporting Person's" remaining holdings of M-WAVE, INC. comroon stock equal more than five (5) percent. Further, one member of the "Reporting Person" described in the June 22, 1999, reporting, Polyset Company, Inc., Profit Sharing Plan, Inc., has been dissolved. Item 5. Interest in Securities of the Issuer (a) POLYSET COMPANY, INC., PROFIT SHARING PLAN has been dissolved and owns 0 shares of common stock comprising 0% of M-WAVE, INC.'s common stock. Robert Silvera owns, individually, 91,150 shares comprising 4% of M-WAVE, INC.'s common stock. Ram Ghoshal owns, individually, 52,000 shares comprising 2.3% of M-WAVE, INC.'s common stock. And, Thomas Kelly owns, individually, 15,000 shares comprising .7% of M-WAVE, INC.'s common stock. Each individual's control is limited to their own individual holdings. (b) Polyset Company, Inc. Profit Sharing Plan (c) Polyset Company, Inc. Profit Sharing Plan has effected the following transactions within the last sixty (60) days or since the most recent filing of Schedule 13 D, whichever is less. Polyset Company, Inc. Profit Sharing Plan disbanded and disbursed all previously owned 101,000 shares of M-WAVE, INC.'s common stock to Robert Silvera and Thomas P. Kelly, who now own the above described amounts individually. Neither party has any individual control over more than 5% of M-WAVE. INC.'s common stock. (d) This section is not applicable as applicants are the beneficiaries of an employee benefit plan. (e) Each individual member comprising the "Reporting Person" ceased, as individuals and as a group, to be the beneficial owner of more than 5% of the class of securities on July 14, 2000. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer There are no contracts, arrangements, understandings or relationships with respect to securities of the Issuer. Item 7. Material to Be Filed as Exhibits None. 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 accurate. Dated: December 28, 2000 /s/ Polyset Co. Inc. Profit Sharing Plan by Robert Silvera Trustee - -------------------------------------------------------------------------------- Name/Title: Polyset Co. Inc. Profit Sharing Plan /s/ Robert Silvera President - -------------------------------------------------------------------------------- Name/Title: Robert Silvera /s/ Thomas P. Kelly Director - -------------------------------------------------------------------------------- Name/Title: Thomas P. Kelly /s/ Ramkrishna Ghoshal Security Treasurer - Chamber of Board - -------------------------------------------------------------------------------- Name/Title: Ramkrishna Ghosha -----END PRIVACY-ENHANCED MESSAGE-----