-----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, H5yeNtrjK8RH9xEtm42ohS8M1E+jU10sktKOlhPYqGokFiMQDmTaqv3OuS6iJ4MJ E2ZZ2aG6/yH/oXPHS0ck+g== 0001104659-06-003590.txt : 20060124 0001104659-06-003590.hdr.sgml : 20060124 20060124163208 ACCESSION NUMBER: 0001104659-06-003590 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060124 DATE AS OF CHANGE: 20060124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POLCARI JOHN P JR CENTRAL INDEX KEY: 0001078541 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 7812317575 MAIL ADDRESS: STREET 1: 36 STRAWBERRY HILL CITY: DOVER STATE: MA ZIP: 02030 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON RESTAURANT ASSOCIATES INC CENTRAL INDEX KEY: 0000926295 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 611162263 STATE OF INCORPORATION: DE FISCAL YEAR END: 0425 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49225 FILM NUMBER: 06546777 BUSINESS ADDRESS: STREET 1: 999 BROADWAY STREET 2: SUITE 400 CITY: SAUGUS STATE: MA ZIP: 01906-3209 BUSINESS PHONE: 7812317575 MAIL ADDRESS: STREET 1: 999 BROADWAY STREET 2: SUITE 400 CITY: SAUGUS STATE: MA ZIP: 01906-3206 SC 13G 1 a06-3316_1sc13g.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

D. SCHEDULE 13G

 

ACQUISITION STATEMENT FOR SECURITIES PURCHASED PURSUANT TO SECTION 13 OF THE 1934 ACT

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Boston Restaurant Associates, Inc.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

101122109

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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. 101122109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
John P. Polcari, Jr.
###-##-####

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o N/A

 

 

N/A

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S.A.

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

 

Common Stock

 

Common Stock
Options

 

John P. Polcari, Jr.

731,346

 

 

 

John P. Polcari, Jr.

 

 

80,000

 

6.

Shared Voting Power 

 

John P. Polcari, Jr. and Lucille Salhany

 

68,670

 

Held by spouse Lucille Salhany

 

54,988

 

Held by spouse Lucille Salhany as Trustee for Hal & Jake Polcari (minors)

 

12,741

 

7.

Sole Dispositive Power 
Same as 5

 

8.

Shared Dispositive Power
Same as 6

 

 

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

 

Common Stock

 

Common Stock Options

 

Preferred Stock

 

 

John P. Polcari, Jr.

731,346

 

80,000

 

 

 

 

Held by spouse Lucille Salhany as Trustee for Hal & Jake

12,741

 

 

 

 

 

 

John P. Polcari, Jr. and Lucille Salhany

68,670

 

 

 

 

 

 

Held by spouse Lucille Salhany

54,988

 

 

 

58,823

 

 

Held by spouse Lucille Salhany

 

 

30,000

 

 

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)

 

 

 

 

 

867,745/7,035,170

 

Common Stock

 

 

12.33

%

Common Stock

 

 

80,000/1,225,000

 

Common Stock Options

 

 

6.53

%

Common Stock Options

 

 

30,000/1,225,000

 

Common Stock Options

 

 

2.45

%

Common Stock Options (Indirect)

 

 

58,823/1,147,056

 

Preferred Sock

 

 

5.13

%

 

 

 

12.

Type of Reporting Person (See Instructions)

 

 

John P. Polcari, Jr.

IN

 

 

Lucille Sahany

IN

 

 

Minor Children

IN

 

2



 

Item 1.

 

(a)

Name of Issuer
Boston Restaurant Associates, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
999 Broadway, Suite 400, Saugus, MA 01906

 

Item 2.

 

(a)

Name of Person Filing
John P. Polcari, Jr.

 

(b)

Address of Principal Business Office or, if none, Residence
999 Broadway, Suite 400, Saugus, MA  01906

 

(c)

Citizenship
USA

 

(d)

Title of Class of Securities
Common Stock, $.01 Par Value

 

(e)

CUSIP Number
101122109

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

3



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

731,346 Common Stock 80,000 Common Stock Options

 

(b)

Percent of class:   

867,745/7,035,170 Common Stock  12.33% Common Stock

80,000/1,225,000 Common Stock Options 6.53% Common Stock Options

30,000/1,225,000 Common Stock Options 2.45% Common Stock Options

58,823/1,147,056  Preferred Sock 5.13%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

731,346 Common Stock 80,000 Common Stock Options

 

 

(ii)

Shared power to vote or to direct the vote    

John P. Polcari, Jr. and Lucille Salhany 68,670

Held by spouse Lucille Salhany 54,988

Held by spouse Lucille Salhany as Trustee for Hal and Jake Polcari (minors) 12,741

 

 

(iii)

Sole power to dispose or to direct the disposition of   

Same as (i)

 

 

(iv)

Shared power to dispose or to direct the disposition of    

Same as (ii)

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

 

Item 8.

Identification and Classification of Members of the Group

 

 

Item 9.

Notice of Dissolution of Group

 

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

4



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.

 

 

January 24, 2006

 

Date

 


/s/ John P. Polcari, Jr.

 

Signature

 


John P. Polcari, Jr.

 

Name/Title

 

5


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