-----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, PUfqHO+VUuKFv0/lYYnRP2pFFOms2q/8gzxVmNcv8voP4Bup91RYWmdWqeOV/U76 Vzq5DSyzrMizllqM1HFIyA== 0000899078-03-000344.txt : 20030602 0000899078-03-000344.hdr.sgml : 20030602 20030602161357 ACCESSION NUMBER: 0000899078-03-000344 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030602 GROUP MEMBERS: ODYSSEY FINANCIAL COMPANY FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KATZ STEPHEN CENTRAL INDEX KEY: 0000902995 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 EAST SUNRISE HWY CITY: VALLEY STREAM STATE: NY ZIP: 11581 BUSINESS PHONE: 5168870491 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL PAYMENT TECHNOLOGIES INC CENTRAL INDEX KEY: 0000933020 STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578] IRS NUMBER: 112974651 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48938 FILM NUMBER: 03728259 BUSINESS ADDRESS: STREET 1: 20 EAST SUNRISE HIGHWAY STREET 2: SUITE 201 CITY: VALLEY STREAM STATE: NY ZIP: 11788 BUSINESS PHONE: 5162311177 MAIL ADDRESS: STREET 1: 425 B OSER AVENUE CITY: HAUPPAUGE STATE: NY ZIP: 11788 FORMER COMPANY: FORMER CONFORMED NAME: COIN BILL VALIDATOR INC DATE OF NAME CHANGE: 19941121 SC 13D/A 1 global13d-amend8.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO (Amendment No. 8) Global Payment Technologies, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 37936S109 - -------------------------------------------------------------------------------- (CUSIP Number) Michael J. Shef, Esq. Jenkens & Gilchrist Parker Chapin LLP The Chrysler Building 405 Lexington Avenue New York, New York 10174 (212) 704-6000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 28, 2003 - -------------------------------------------------------------------------------- (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(e), 13d-1(f) or 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 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) CUSIP No. 37936S109 Page 2 of 7 1 NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON Odyssey Financial Company -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY -------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC -------------------------------------------------------------------- 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 State -------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY ---------------------------- OWNED BY 8 SHARED VOTING POWER 0 EACH --------------------------- REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON ----------------------- WITH 10 SHARED DISPOSITIVE POWER 0 --------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN -------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 37936S109 Page 3 of 7 1 NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON Stephen Katz -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (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 of America -------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER 478,500 shares (Includes BENEFICIALLY 300,000 presently OWNED BY exercisable options to EACH purchase common stock owned REPORTING by Stephen Katz) PERSON --------------------------- WITH 8 SHARED VOTING POWER 0 --------------------------- 9 SOLE DISPOSITIVE POWER 478,500 shares (Includes 300,000 presently exercisable options to purchase common stock owned by Stephen Katz) --------------------------- 10 SHARED DISPOSITIVE POWER -------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 478,500 (Includes 300,000 presently exercisable options to purchase common stock owned by Stephen Katz) -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.18% -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 37936S109 Page 4 of 7 Item 1. Security and Issuer. Incorporated by reference to the Schedule 13D filed by the reporting persons on November 18, 1997. Item 2. Identity and Background. (a) The name of the individual filing this statement is Stephen Katz. (b) Mr. Katz's business address is c/o Cellular Technical Services Company, Inc., 20 East Sunrise Highway, Valley Stream, NY 11581. (c) Mr. Katz's principal occupations are Chairman and Chief Executive Officer of the Cellular Technical Services Company, Inc. and engaging in personal investments. (d) Mr. Katz has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Katz has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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. (f) Mr. Katz is a citizen of the United States of America. The information for Odyssey Financial Company ("Odyssey") is incorporated by reference to the Schedule 13D filed by the reporting persons on May 31, 1996 relating to the securities of Coin Bill Validator, Inc., now known as Global Payment Technologies, Inc. (the "Company"). Item 3. Source and Amount of Funds or Other Consideration. Pursuant to a financial settlement agreement entered into on May 28, 2003 in connection with divorce proceedings (1) Odyssey Financial Company, which is controlled by Mr. Katz, made a liquidating distribution of 335,000 shares of common stock to Mr. Katz, and (2) Mr. Katz transferred ownership of 212,800 such shares of common stock to his spouse. No consideration was paid for such transactions. Item 4. Purpose of Transaction. Mr. Katz sold 55,400 shares of the Company's common stock in the open market and Odyssey transferred 335,000 shares of the Company's common stock to Mr. Katz and Mr. Katz transferred 212,800 of such shares of the Company's common stock to Eileen Katz. Unless otherwise set forth herein, Stephen Katz has no plans or proposals which relate to or would result in: (a) the acquisition or disposition by any person of additional securities of the Company or disposition of securities of the Company, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company, (c) a sale or transfer of a material amount of assets of the Company or 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) any change in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person, (h) a class of securities of the Company to be delisted from a national securities exchange or cease being 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 for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 or (j) any action similar to any of those enumerated above; except that Mr. Katz intends to sell the remaining shares of the Company's common stock that he beneficially owns. CUSIP No. 37936S109 Page 5 of 7 Item 5. Interest in Securities of the Issuer. (a) As of May 29, 2003, Odyssey did not beneficially own any shares of the Company's common stock. As of May 29, 2003, Stephen Katz beneficially owned 478,500 shares of Common Stock, comprising 8.18% of the outstanding shares of the Company's common stock, which includes 300,000 shares of the Company's common stock which are subject to presently exercisable stock options. (b) Stephen Katz possesses sole voting and sole dispositive power as to 478,500 shares of the Company's common stock. (c) Between May 9 and May 15, 2003, Mr. Katz sold the number of shares of Common Stock indicated in the table below in open market sales effected through a broker: Number of Shares Price per Date of Common Stock Sold Share 5/9/03 2,200 $ 3.95 5/9/03 2,000 $ 3.85 5/9/03 400 $ 3.81 5/9/03 4,600 $ 3.80 5/12/03 2,400 $ 3.95 5/12/03 2,000 $ 3.99 5/12/03 600 $ 3.90 5/12/03 2,500 $ 3.98 5/13/03 2,700 $ 3.90 5/13/03 1,000 $ 3.93 5/14/03 14,600 $ 3.78 5/15/03 20,400 $ 3.78 Pursuant to a financial settlement agreement entered into on May 28, 2003 in connection with divorce proceedings (1) Odyssey Financial Company, which is controlled by Mr. Katz, made a liquidating distribution of 335,000 shares of common stock to Mr. Katz, and (2) Mr. Katz transferred ownership of 212,800 such shares of common stock to his spouse. No consideration was paid for such transactions (d) None. (e) As of May 28, 2003, Odyssey Financial Company ceased to be the beneficial owner of more than 5% of the securities of the Company. CUSIP No. 37936S109 Page 6 of 7 Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. None. Item 7. Materials to be Filed as Exhibits. (a) Letter agreement dated May 23, 1996 between Odyssey and Stephen Katz as to the joint filing of this Schedule.* * Incorporated by reference to the Schedule 13D filed by the reporting persons on May 31, 1996 relating to the securities of Coin Bill Validator, Inc. now known as Global Payment Technologies, Inc. CUSIP No. 37936S109 Page 7 of 7 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. June 2, 2003 ----------------------------------- (Date) ODYSSEY FINANCIAL COMPANY By: /s/ Stephen Katz ------------------------------- Stephen Katz, General Partner /s/ Stephen Katz ---------------------------------- Stephen Katz -----END PRIVACY-ENHANCED MESSAGE-----