-----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, FIDYIIUDeEXHI+PZqCWgnv9ZXo2GGwwLVpouboiKBcLo9oCcYO5xbgj/1gB91zvd Y86vI0cYtEJPnpeDI8IyhA== 0000910680-97-000218.txt : 19970808 0000910680-97-000218.hdr.sgml : 19970808 ACCESSION NUMBER: 0000910680-97-000218 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970807 SROS: NASD 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-46009 FILM NUMBER: 97653260 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VOGEL JOAN CENTRAL INDEX KEY: 0001043871 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 400 EAST 56TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 JOAN VOGEL SCHEDULE 13D -------------------------- OMB APPROVAL -------------------------- OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response...14.90 -------------------------- SECURITIES AND EXCHANGE COMMISSION SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* GLOBAL PAYMENT TECHNOLOGIES, INC. ------------------------------------------------------------------------------ (Name of issuer) Common Stock ------------------------------------------------------------------------------ (Title of class of securities) 192583102 ------------------------------------------------------- (CUSIP number) Edward R. Mandell, Esq. Parker Chapin Flattau & Klimpl, LLP 1211 Avenue of the Americas New York, New York 10036 (212) 704-6000 ------------------------------------------------------------------------------ (Name, address and telephone number of person authorized to receive notices and communications) June 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 [_]. CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THE STATEMENT [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class. See Rule 13d-7.) 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). (Page 1 of 6 Pages) SEC 1746 (12-91) SCHEDULE 13D - ------------------- ----------------- CUSIP NO. 192583102 PAGE 2 OF 6 PAGES - ------------------- ----------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JOAN VOGEL - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 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 9,500 -------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 9,500 OWNED BY EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 108,500 -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 98,020 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 206,520 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- - ------------------- ----------------- CUSIP NO. 192583102 PAGE 3 OF 6 PAGES - ------------------- ----------------- ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this statement relates consists of the common stock, par value $.01 per share (the "Common Stock"), of Global Payment Technologies, Inc., a Delaware corporation (the "Company"). The address of the Company's principal executive offices is 20 East Sunrise Highway, Suite 201, Valley Stream, New York 11788. ITEM 2. IDENTITY AND BACKGROUND. (a) The name of the individual filing this statement is Joan Vogel. (b) The address of Ms. Vogel's residence is 400 East 56th Street, New York, New York 10022. (c) Ms. Vogel's principal occupation is director of the Company and individual investor. (d) Ms. Vogel has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Ms. Vogel 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 she 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) Ms. Vogel is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not applicable. - ------------------- ----------------- CUSIP NO. 192583102 PAGE 4 OF 6 PAGES - ------------------- ----------------- ITEM 4. PURPOSE OF TRANSACTION. Ms. Vogel does not have any present plans or proposals which relate to or would result in: (a) the acquisition or disposition by any person of additional securities of the Company, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, (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. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The number of shares of Common Stock beneficially owned by Ms. Vogel is 206,500, comprising 7.5% of the outstanding shares of Common Stock. (b) The number of shares of Common Stock as to which Ms. Vogel has sole voting power is 9,500 which are held of record by Ms. Vogel. The number of shares of Common Stock as to which Ms. Vogel has shared voting power is 9,500 which are held of record by the Joseph Vogel Revocable Trust ("Vogel Trust"), of which Ms. Vogel serves as co-trustee. Stephen Katz, as voting trustee under Voting Trust Agreement dated May 23, 1996 (the "Voting Trust") has sole voting power of all shares held of record by the Voting Trust that are beneficially owned by Ms. Vogel (99,000) and by the Vogel Trust (88,520). Ms. Vogel has sole dispositive power of 108,500 shares of Common Stock which are beneficially owned by Ms. Vogel (9,500 of which are held of record by Ms. Vogel and 99,000 are held of record by the Voting Trust). Ms. Vogel has shared dispositive power of 98,020 shares of Common Stock, which are beneficially owned by the Vogel Trust (9,500 of which are held of record by the Vogel Trust and 88,520 are held of record by the Voting Trust). (c) During the past sixty (60) days, Ms. Vogel and the Vogel Trust effected the following transactions: (1) On June 9, 1997, Ms. Vogel sold 15,000 shares of Common Stock in private sales to various purchasers, listed on Exhibit A annexed hereto, at a price of $8.25 per share. (2) On June 9, 1997, the Vogel Trust sold 60,000 shares of Common - ------------------- ----------------- CUSIP NO. 192583102 PAGE 5 OF 6 PAGES - ------------------- ----------------- Stock in private sales to various purchasers, listed on Exhibit A annexed hereto, at a price of $8.25 per share. (3) On May 19, 1997, Ms. Vogel sold 4,500 shares of Common Stock in a public sale at a price of $9.125 per share. (4) On May 12, 1997, Ms. Vogel sold 9,000 shares of Common Stock in three public sales (2,500 shares at $10.00 per share, 4,500 shares at $9.50 per share and 2,000 shares at $9.50 per share). (d) Ms. Vogel currently has sole voting power and the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, 9,500 shares of Common Stock held of record by Ms. Vogel. The Vogel Trust currently has sole power and the right to receive and the power to direct the receipt from dividends from, and the proceeds from the sale of, 9,500 shares of Common Stock held of record by the Vogel Trust. Stephen Katz, as trustee of the Voting Trust currently has the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, 88,520 shares of Common Stock as to which Mr. Katz exercises sole voting power. Ms. Vogel currently has the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, 99,000 shares of Common Stock as to which Mr. Katz as trustee of the Voting Trust exercises sole voting power. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. In May 1997, Ms. Vogel and the Vogel Trust entered into an agreement with various purchasers to sell 75,000 shares of Common Stock of the Company a price of $8.25 per share. Pursuant to the agreement, Ms. Vogel agreed that prior to January 31, 1998, she will not sell, transfer or dispose of any shares of Common Stock of the Company owned by her other than private transactions under Section 4(2) of the Securities Act of 1933. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Form of Agreement of sale among Joan Vogel, the Vogel Trust and various purchasers. - ------------------- ----------------- CUSIP NO. 192583102 PAGE 6 OF 6 PAGES - ------------------- ----------------- 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. Dated: July 31, 1997 /s/ Joan Vogel ----------------------- Joan Vogel EX-99 2 TRUSTEE LETTER JOAN VOGEL, TRUSTEE THE JOSEPH VOGEL REVOCABLE TRUST 400 EAST 56TH STREET APARTMENT #33H NEW YORK, N.Y. 10022 May ___, 1997 To: Don Chaifetz Arthur E. Curley Joan E. Foley Henry B. Ellis Tom McNeill Robert W. Nader Joseph D. Pititto Corinne M. Rentos Stephen Katz Ladies and Gentlemen: This letter confirms the agreement among Joan Vogel, the Joseph Vogel Revocable Trust, of which Ms. Vogel is a trustee and beneficiary (the "Trust", together with Ms. Vogel, is collectively referred to herein as the "Sellers"), and each of you (collectively, the "Purchasers"), for the acquisition by the Purchasers of an aggregate of 75,000 shares of common stock, par value $.01 per share (the "Shares"), of Coin Bill Validator, Inc., at a price of $8.25 per Share. In connection therewith, the undersigned hereby agree as follows: Concurrently with the execution of this Agreement, each of the Sellers is selling and delivering to the Purchasers the number of the Shares of the Company which are described on the signature page opposite the name of each of the Purchasers, duly endorsed for transfer and free and clear of all claims, charges, liens, security interests, mortgages, pledges, options, rights of use or other encumbrances of any nature whatsoever, and the Purchasers are delivering to the Sellers the purchase price for such Shares, receipt of which is acknowledged by the Sellers. The Sellers represent that they have the requisite capacity and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby and that this Agreement has been duly executed, authorized and delivered by each of the Sellers and is a valid and binding obligation of each of them. In addition, Joan Vogel, individually, covenants and agrees that prior to January 31, 1998, she will not sell, transfer or dispose of any shares of Common Stock of the Company owned by her other than in private transactions under Section 4(2) of the Securities Act of 1933 (the "Securities Act"). Each Purchaser, individually, hereby represents that he/she (i) understands and acknowledges that the Shares purchased under this Agreement are "restricted securities" as such term is defined in Rule 144 of the Securities Act and, as such, may not be resold, transferred or disposed of except in a transaction exempt from the registration requirements of the Securities Act and that the Purchasers must hold the "restricted securities" prior to any public sale for a period of at least one year; (ii) has such experience in business and financial matters that he/she is capable of evaluating the risks and determining the suitability of his/her investment; (iii) is the sole party in interest as to his/her investment in the Shares, and is acquiring the Shares as principal solely for investment for his/her own account and has no present agreement, understanding or arrangement to subdivide, sell, assign, transfer or otherwise dispose of all or any part of the Shares purchased to any other person; (iv) has adequate means of providing for his/her current needs and possible future contingencies and has no need, and anticipates no need in the foreseeable future, to sell the Shares purchased under this Agreement; and (v) understands that the exemption provided by Rule 144 under the Securities Act may not be available to him/her for the resale of the Shares purchased under this Agreement. In addition, the Purchasers understand and agree that the Shares purchased under this Agreement will bear a legend substantially in the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM." This Agreement is governed by, and interpreted and enforced in accordance with, the laws of the State of New York. Please confirm your agreement by executing this letter where indicated. /s/ JOAN VOGEL - -------------------------------- JOAN VOGEL THE JOSEPH VOGEL REVOCABLE TRUST - -------------------------------- By: Joan Vogel, Trustee -2- AGREED AND ACCEPTED: - -------------------------------- DON CHAIFETZ (20,000 SHARES, $165,000) - -------------------------------- Arthur E. Curley (1,000 Shares, $8,250) - -------------------------------- Joan E. Foley (200 Shares, $1,650) - -------------------------------- Henry B. Ellis (10,000 Shares, $82,500) - -------------------------------- Tom McNeill (1,000 Shares, $8,250) - -------------------------------- Robert W. Nader (2,000 Shares, $16,500) - -------------------------------- Joseph D. Pititto (4,500 Shares, $37,125) - -------------------------------- Corinne M. Rentos (650 Shares, $5,362.50) - -------------------------------- Stephen Katz (35,650 Shares, $294,112.50) -3- -----END PRIVACY-ENHANCED MESSAGE-----