-----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, JIpXZsOq1t3d2nETuFiffBNh9gkJrlhLO2GAuLd+sjdSta9CjFuRvcvsIypZyPd5 XMb2tLUzPB/ARlnZaiS+6g== 0000912057-97-001663.txt : 19970127 0000912057-97-001663.hdr.sgml : 19970127 ACCESSION NUMBER: 0000912057-97-001663 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970124 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MACE SECURITY INTERNATIONAL INC CENTRAL INDEX KEY: 0000912607 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 030311630 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47985 FILM NUMBER: 97510213 BUSINESS ADDRESS: STREET 1: 160 BENMONT AVE CITY: BENNINGTON STATE: VT ZIP: 05201 BUSINESS PHONE: 8024471503 MAIL ADDRESS: STREET 1: 160 BENMONT AVE CITY: BENNINGTON STATE: VT ZIP: 05201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOULD ROBERT P CENTRAL INDEX KEY: 0000941581 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 019327714 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 160 BENMONT AVE. CITY: BENNINTON STATE: VT ZIP: 05201 BUSINESS PHONE: 8024471503 MAIL ADDRESS: STREET 1: 209 KEITH HILLS RD CITY: LILLINGTON STATE: NC ZIP: 27546 SC 13D/A 1 SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 to SCHEDULE 13D Under the Securities and Exchange Act of 1934 MACE SECURITY INTERNATIONAL, INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE (Title of Class of Securities) 554-335-109 (Cusip Number) Richard A. Galt, Esq. MACE SECURITY INTERNATIONAL, INC. 160 Benmont Avenue Bennington, VT 05201 (802) 442-1504 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication) JANUARY 9, 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-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 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. 554-335-109 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons: Robert P. Gould _________________________________________________________________________ _________________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ..............................................................[X] (b) ..............................................................[ ] ______________________________________________________________________________ 3) SEC Use Only..................................................[ ] ______________________________________________________________________________ 4) Source of Funds............................................... (See Instructions)............................................ N/A ______________________________________________________________________________ 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)............................................[ ] 6) Citizenship or Place of Organization............................................... U.S.A. ______________________________________________________________________________ Number of (7) Sole Voting Power 102,444 Shares ______________________________________________ Beneficially (8) Shared Voting Power 3,712,444 Owned by ______________________________________________ Each (9) Sole Dispositive Power 102,444 Reporting ______________________________________________ Person (10) Shared Dispositive Power 3,610,000 With _________________________________________________________________________ 11) Aggregate Amount Beneficially Owned By Each Reporting Person......................................................3,610,000 ______________________________________________________________________________ 12) Check if Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)............................................. ______________________________________________________________________________ 13) Percent of Class Represented by Amount of Row (11)............................................. 54.4% ______________________________________________________________________________ 14) Type of Reporting Person (See Instructions)............................................. IN ______________________________________________________________________________ This Amendment No. 4 amends Items 3, 4, 5, 6 and 7 of the reporting person's Schedule 13D as amended. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is hereby amended as follows: This amendment is not filed to report an acquisition by the reporting person of securities of Mace Security International, Inc (the "Company"). This amendment is filed to disclose a voting agreement executed by the reporting person and others, which agreement covers in excess of 50% of the outstanding common stock of the Company (See Item 6). ITEM 4. PURPOSE OF TRANSACTION Item 4 is hereby amended as follows: GENERAL DESCRIPTION: The reporting person, a director and significant shareholder, made a series of private transactions which resulted in his owning 640,000 fewer shares of common stock of the Company and Jon E. Goodrich, Chairman of Registrant's Board of Directors owning an additional 640,000 shares of common stock of the Company. Messrs. Gould and Goodrich were the founding shareholders of the Company. After completion of the Company's initial public offering in November 1993, each of Messrs. Gould and Goodrich owned approximately 30% of the outstanding common stock of the Company. Over the past year, Messrs. Gould and Goodrich have had different opinions regarding the direction of the Company and its management, which has been reflected by the changes in management structure during the year. After extensive discussion and consideration, both Messrs. Gould and Goodrich agreed that it would be in the Company's best interest to appoint Marvin P. Brown as a director and as President and CEO of the Company, to request the resignation of several of the then directors with persons more experienced in business and operating a public company. Mr. Brown agreed to serve in such capacities. On January 9, 1997 Messrs. Gould, Goodrich and Brown entered into a shareholders voting agreement (the "Agreement") (See Item 6 for a description of the Agreement). (a) Mr. Brown has informed the other parties to the Agreement that he expects to acquire additional shares either in the market or in a private transaction. The reporting person is not aware of any plans by any other party to the Agreement to acquire or dispose of shares. (b), (c), (e-j) The reporting person is not aware of any plans for any extraordinary corporate action, a sale or transfer of a material amount of assets or any material change in (i) the present capitalization or dividend policy of the Company, (ii) its business or corporate structure, (iii) its charter, bylaws or instruments corresponding thereto, causing the delisting of its securities from the NASDAQ stock market, causing any of its securities from becoming eligible for termination, or any similar transaction. (d) The parties to the Agreement disclosed the terms of the Agreement to the Board of Directors at the January 10, 1996 Board meeting and requested the voluntary resignations of six members. At that meeting (i) six directors, Ralph A. Foote, Esq., Robert Rosberg, Stuart DuBoff, M.D., John E. Logan, Robert D. Norman and Ronnie Mitchell, Esq., resigned from the Board, (ii) Mr. Robert D. Norman resigned as the President and CEO, (iii) Mr. Brown was appointed as a director and the President and CEO, (iv) the number of Board seats was reduced to seven, and (v) the newly constituted Board authorized the Company to grant to Mr. Brown an option to acquire 100,000 shares at an exercise price of $1.50 per share. While prominent business people are under consideration to fill the remaining vacant seats, only one of the vacancies has been filled. Ms. Virginia de Ganahl Russell was appointed to the Board on January 10, 1997. The remaining vacant seats are currently expected to be filled at or prior to the next annual meeting. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended as follows: (a) Mr. Gould owns 1,202,444 shares of the Company's common stock. Currently, there are 6,825,000 shares of the Company's common stock issued and outstanding. (b) & (c) On January 9, 1997, Mr. Gould made a series of transactions which resulted in his owning an additional 640,000 shares of the outstanding common stock of Mace Security International Inc. (the "Company") and Mr. Gould owning 640,000 fewer shares of the Company. Mr. Goodrich continues to hold 2,634,246 shares of the Company's common stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is hereby amended as follows: On January 9, 1997, Mr. Gould entered into the Agreement with Mr. Goodrich and Mr. Brown that covers 1,100,000 shares of his common stock of the Company. The Agreement also covers 2,400,000 shares of Mr. Goodrich's common stock of the Company and all of Mr. Brown's common stock of the Company, which the reporting person is told is 10,000 shares. Pursuant to the terms of the Agreement, on all matters coming before the shareholders for a vote, the shares covered by the Agreement will be voted in the manner determined by a majority of the three parties to the Agreement. The Agreement also restricts each party's ability to sell, transfer, assign, pledge or otherwise dispose of or encumber his shares covered by the Agreement without the prior written consent of the other parties to the Agreement, except that, at any time more than ninety (90) days after the date of the Agreement, Mr. Gould may, upon written request, release and withdraw 100,000 shares from the Agreement. The Agreement also allows Mr. Goodrich, upon written request, to withdraw 600,000 shares from the Agreement at any time more than ninety (90) days after the date of the Agreement. Also on the same date, Mr. Gould and Mr. Goodrich each issued an option to purchase 100,000 shares of their stock covered by the Agreement, at an exercise price of $1.25 per share, to Mr. Brown, exercisable at any time. Further, on January 10, 1997, the newly constituted Board of Directors of the Company authorized the Company to grant to Mr. Brown an option to acquire 100,000 shares at an exercise price of $1.50 per share. The option agreements have not yet been memorialized in writing. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS (1) Shareholders Voting Agreement dated January 9, 1997 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 20, 1997 /s/ Robert P. Gould ------------------- Robert P. Gould EX-1 2 EX-1 SHAREHOLDERS' VOTING AGREEMENT SHAREHOLDERS VOTING AGREEMENT THIS SHAREHOLDERS VOTING AGREEMENT, made and entered into this 9th day of January, 1997, by and between Robert P. Gould (Gould), of Harnett County, North Carolina, Jon E. Goodrich (Goodrich), of Bennington, Vermont, and Marvin P. Brown (Brown), of Craftsbury Common, Vermont, sometimes hereinafter referred to collectively as the Parties; W I T N E S S E T H THAT WHEREAS, all of the Parties hereto own shares of the voting common stock (the Shares) of Mace Security International, Inc. (MSI), a Delaware corporation with its principal office in Bennington, Vermont; and WHEREAS, the Parties have concluded and agreed that it will promote their mutual interests and well being to agree mutually that certain of the shares owned by them will be subjected to and the voting of such shares governed and controlled by the terms of this agreement, and have in good faith further concluded and agreed that entering into this voting agreement will be in the best interest of and promote the well being of MSI; NOW, THEREFORE, for the purposes aforesaid and in consideration of their mutual promises and undertakings herein and other good and valuable consideration, the acceptance and sufficiency of which are hereby acknowledged, said Parties have contracted, covenanted and agreed with each other and do now for themselves and their respective heirs, assigns, personal representatives and successors in interest, contract, covenant and agree with each other as follows: 1. TERMS OF AGREEMENT. This Agreement shall become effective on 1-9-97 and shall continue for a term of two (2) years thereafter (the Term) unless sooner terminated by written 1 agreement of the Parties, judicial order, or such other occurrence as set forth in Section 18 below. 2. SHARES SUBJECT TO AGREEMENT. The following shares of MSI (Subject Shares) shall be subject to and the ownership, voting, transfer and other disposition of such shares shall be determined and controlled by the terms of this agreement: (a) 2,400,000 Shares of MSI owned by Jon E. Goodrich (b) 1,100,000 Shares of MSI owned by Robert P. Gould (c) All Shares of MSI owned by Marvin P. Brown on the date this voting agreement is executed pursuant to Section 20 below and acquired thereafter by him at any time prior to the termination of this Agreement pursuant to Section 18 below. The foregoing shares of MSI stock are referred to herein as the Subject Shares. All other shares of MSI stock owned by Gould and Goodrich are excluded from this Agreement. 3. RESTRICTIONS ON TRANSFER OF SHARES. Except as provided below in this Section 3, neither party will sell, transfer, assign, pledge or otherwise dispose of or encumber the Subject Shares without the prior written consent of the other parties to this Agreement. The parties agree that notwithstanding the foregoing at any time more than ninety (90) days after the date of this Agreement. (a) Six hundred thousand (600,000) shares of the subject stock owned by Jon E. Goodrich will upon his written request be released and withdrawn from this Agreement; and (b) One hundred thousand (100,000) shares of the subject stock owned by Robert P. Gould will upon his written request be released and withdrawn from this Agreement. 2 A copy of such written request shall be delivered to each of the other parties to this Agreement. Simultaneously therewith an executed copy of such request shall be delivered to the Secretary of Mace Security International, Inc., and thereupon and thereafter the shares specified in such written request shall be free and discharged of all the terms and provisions of this Agreement. 4. SUBJECT SHARES NOT TO BE VOTED OTHERWISE. Neither party will vote, attempt to vote, or authorize anyone else, by proxy or otherwise, to vote or attempt to vote any of the Shares specified in Section 2 above. 5. OTHER SHARES NOT AFFECTED BY THIS AGREEMENT. The Parties acknowledge that Goodrich and Gould own shares of MSI in addition to the shares specified in Section 2 above. Said Parties also understand that either or all of them may hereafter acquire additional shares of MSI. Any shares of MSI now owned or hereafter acquired by Brown during the term of this Agreement are included in and subject to its terms and conditions. Any shares of MSI now owned or hereafter acquired by Gould or Goodrich in excess of the number of shares specified opposite the name of such party in Section 2 above (Excess Shares) shall not be affected in any manner whatever by this Agreement and the owner of such Excess Shares may vote, own, transfer, and otherwise dispose of or use such shares free and discharged of all of the terms of this Agreement. 6. OBLIGATION TO VOTE SUBJECT SHARES. Each Party shall timely vote all of his Subject Shares on any question, issue or other matter coming before a meeting of the shareholders of MSI and on which such shares are entitled to vote in accordance with the written decision of a majority (2) of the Parties without regard to the number of shares owned by each, and not 3 otherwise. Further, no party shall be entitled to abstain or decline to vote his Subject Shares, unless authorized in writing by a majority of the Parties. 7. PROCEDURE TO DETERMINE HOW SUBJECT SHARES WILL BE VOTED. At least three (3) days after the mailing of the notice of a meeting (whether regular or special) of the shareholders of MSI (the Notice), but not later than midnight of the day which precedes by at least five (5) days the day for the meeting of the shareholders specified in the notice, the Parties shall determine how the Subject Shares shall be voted on any question, issue or other matter which will or may come before such meeting for action by the shareholders. The written decision of any two (2) of the Parties as to how the Subject Shares will be voted shall be conclusive and binding on the Parties and all Subject Shares and each party shall vote all of his Subject Shares in accordance with such decision. If any party shall be unable to vote, or shall refuse to vote his Subject Shares in accordance with such decision (Non-Voting Party), the other Parties, or either of them may and shall vote the Subject Shares of the Non-Voting Party in accordance with any such majority decision and said Non-Voting Party does hereby authorize and empower the other parties or either of them to so vote his Subject Shares, does hereby ratify and confirm such vote(s) and does hereby irrevocably agree that he will be bound by any such vote and will not in any manner question or challenge any such vote or authorize or request anyone else to question or challenge any such vote. Upon request by the other Parties, the Non-Voting Party shall execute a written proxy or take such other action as MSI may require in order to permit the shares of the Non-Voting Party to be cast and counted in accordance with the decision of the majority of the Parties. 4 In the event of a challenge to any such vote or attempted vote by anyone not a party to this Agreement, the Parties hereby irrevocably agree that each shall vote the number of shares set forth in Section 2 above consistent with the challenged vote or attempted vote. 8. FILE EXECUTED COPY WITH MSI. A fully executed copy hereof shall be filed with the Secretary of MSI and shall remain on file and open for inspection by any officer or shareholder of MSI at the principal office of MSI during regular business hours. 9. MSI REQUESTED TO HONOR AGREEMENT. MSI, its officers and directors are hereby requested and authorized to honor and be governed by the terms of this Agreement. Further, MSI is hereby requested and authorized to decline to recognize any attempted vote of any of the Subject Shares which is not in full compliance with the terms of this Agreement. 10. REPRESENTATIONS AND WARRANTIES. Each party hereby represents and warrants to the others that as of the date of this Agreement: (a) he has full power and authority to enter into and perform this Agreement and this Agreement is legal, valid and binding and enforceable against him. (b) no proceedings are pending or threatened against or affecting him before any court, arbitrator or administrative or governmental body which, in the aggregate, would adversely affect his ability to perform his obligations hereunder. (c) in so far as he knows, no consents, notices, filings, approvals or authorizations are required to be made to or with or received from any person, entity, or governmental body for consummation of the transactions contemplated by this Agreement. (d) he has the sole legal and beneficial ownership of the Shares designated in Section 2 above and owns such Shares free and clear of all liens, claims and encumbrances of any kind. 5 11. FAILURE TO PERFORM. The failure of any party to perform any of his obligations pursuant to this Agreement may be enforced by suit for specific performance or any other available legal remedy and shall subject the non-performing party to the recovery of damages incurred by the other parties, including but not limited to the recovery of compensatory damages, attorney's fees and costs. 12. APPOINTMENT OF SUCCESSOR TO RIGHT TO VOTE SUBJECT SHARES. In the event of the death or disability of: (a) Robert P. Gould, Phyllis B. Gould is hereby appointed his successor-in-interest as to the rights and obligations set forth in this Agreement, and Goodrich and Brown hereby irrevocably consent to, approve and ratify such appointment, or (b) Jon E. Goodrich, Jan Noyes Goodrich is hereby appointed his successor-in-interest as to the rights and obligations set forth in this Agreement, and Gould and Brown hereby irrevocably consent to, approve and ratify such appointment, or (c) Marvin P. Brown, Gould and Goodrich shall select Brown's successor-in-interest by mutual written agreement. In the event Gould and Goodrich are unable to select such successor by agreement within seven (7) days of notification of Brown's death or disability, then such successor shall be selected by an independent arbitrator approved by the American Arbitration Association and experienced in corporate matters. The cost of the selection and actions of such arbitrator shall be borne equally by Gould and Goodrich. 13. AGREEMENT CONTINGENT ON OTHER TRANSACTIONS. The validity of this Agreement is contingent on the due execution of an agreement between Robert P. Gould and Jon E. Goodrich satisfactory to them in their sole discretion relating to the purchase and sale of certain shares of 6 stock in MSI, Gould & Goodrich Leather, Inc. and G & G Realty, Inc. prior to or at the time of the execution of this Agreement, or on or before Midnight, January 8, 1997, whichever shall first occur. 14. BINDING EFFECT. This Agreement shall be binding on the Parties' successors, assigns, transferees, heirs, legatees, beneficiaries, executors and personal representatives. 15. SEVERABILITY. If any provision of this Agreement, or the application thereof to any person or circumstances, shall to any extent be held invalid and unenforceable, the invalidity of such provision shall not affect any of the remaining provisions of this Agreement. 16. AMENDMENTS. This Agreement may be amended at any time by and with the written consent of all of the parties hereto; additionally, any party hereto may withdraw any of his shares subject to this Agreement at any time by and with the written consent of the other parties hereto. Any shares withdrawn pursuant to the provisions of this paragraph shall be subject to the notice requirements specified in Section 3 above. 17. ENTIRE UNDERSTANDING OF THE PARTIES. This Agreement contains the entire understanding between the parties with respect to the subject matter hereof, and all prior negotiations and agreements are merged herein. Any executory agreement simultaneously or hereafter made shall be ineffective to change, modify, discharge or affect any abandonment of this Agreement, in whole or in part, unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought. 18. SINGULAR INCLUDES PLURAL. The singular number includes the plural and the masculine gender includes the feminine and the neuter, wherever appropriate, and vice versa. 7 19. TERMINATION OF TERM. Upon the occurrence of the following events the Term shall be deemed expired: (a) the expiration of the two (2) year term specified in Section 1. (b) the mutual written consent of the Parties. (c) MSI becomes subject, whether voluntarily or involuntarily, to any proceeding for bankruptcy or receivership and such proceeding is not dismissed within forty-five (45) days of its commencement. 20. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Delaware without regard to principles and conflicts of law. 21. MISCELLANEOUS. Except as otherwise set forth herein, no party may assign any or all of his rights or delegate any or all of his duties under this Agreement without the written consent of all other parties. Any person or entity acting in the place of any party named herein shall be subject to all of the provisions of this Agreement. All representations and warranties made herein shall survive the execution and delivery of this Agreement. This Agreement may be executed in counterparts, each of which when so executed shall be as an original, but all such counterparts shall together constitute one and the same instrument. Headings are included in this Agreement for convenience of reference only and they are not a part of this Agreement. No interpretation or construction of the Agreement shall be derived from or based on headings. IN WITNESS WHEREOF, Robert P. Gould, Jon E. Goodrich, and Marvin P. Brown, have each hereunto set their hands and seals, the day and year first above written. /s/ Robert P. Gould ------------------------------ (SEAL) Robert P. Gould 8 /s/ Jon E. Goodrich ------------------------------ (SEAL) Jon E. Goodrich /s/ Marvin P. Brown ------------------------------ (SEAL) Marvin P. Brown 9 -----END PRIVACY-ENHANCED MESSAGE-----