-----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, TpsflTf5QxF5lrhMEZ6iDuVp1rx4eJWPotg0xJ92OhskeWhcV3XB372M5C7PaFl5 cnF62p+ytQXTace9yQrWHg== 0000950133-02-003447.txt : 20021016 0000950133-02-003447.hdr.sgml : 20021016 20021016162426 ACCESSION NUMBER: 0000950133-02-003447 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021016 GROUP MEMBERS: DR. ARCH C. SCURLOCK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSTECHNOLOGY CORP CENTRAL INDEX KEY: 0000099359 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 954062211 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38259 FILM NUMBER: 02790580 BUSINESS ADDRESS: STREET 1: 150 ALLEN RD CITY: LIBERTY CORNER STATE: NJ ZIP: 07938 BUSINESS PHONE: 9089031600 MAIL ADDRESS: STREET 1: 150 ALLEN RD CITY: LIBERTY CORNER STATE: NJ ZIP: 07938 FORMER COMPANY: FORMER CONFORMED NAME: SPACE ORDNANCE SYSTEMS INC DATE OF NAME CHANGE: 19740717 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RESEARCH INDUSTRIES INC /VA CENTRAL INDEX KEY: 0001034814 IRS NUMBER: 540836818 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 123 NORTH PITT ST STREET 2: STE 201 CITY: ALEXANDRIA STATE: VA ZIP: 22314 BUSINESS PHONE: 7035483667 MAIL ADDRESS: STREET 1: 123 NORTH PITT ST STREET 2: STE 201 CITY: ALEXANDRIA STATE: VA ZIP: 22314 SC 13D/A 1 w64648asc13dza.txt AMENDMENT NO. 11 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11) TransTechnology Corporation (formerly Space Ordnance Systems, Inc.) -------------------------------------- (Name of Issuer) Common Stock 893889 10 5 (CUSIP Number) John H. Grover c/o Research Industries Incorporated 123 North Pitt Street Alexandria, Virginia 22314 703-548-3667 ------------ (Name, Address and Telephone Number of person Authorized to Receive Notices and Communications) October 11, 2002 (as to Dr. Arch C. Scurlock and Research Industries Incorporated) (Date of Event which Requires Filing of this Joint 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 ___. 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). (Continued on following pages) Page 1 of 6 pages This amendment to the previously filed 13D. TransTechnology Corporation, October 16, 2002 is being filed solely for the purpose of adding items 5d and e. October 16, 2002 SCHEDULE 13D CUSIP No. 893889 10 5 (1) Names of Reporting Persons S.S. or I. R. S. Identification Nos. of Above Persons Research Industries Incorporated, I. R. S. Number 54-0836818 ------------------------------------------------------------ Dr. Arch C. Scurlock -------------------- (2) Check the Appropriate Box if a Member of a Group: (a) --------- (b) --------- Not applicable; this is a joint filing pursuant to Rule ------------------------------------------------------- 13d-1 (f) (1). -------------- (3) SEC Use Only. ------------------------------------------ (4) Source of Funds. Not applicable. (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e). Not applicable. (6) Citizenship or Place of Organization. Research Industries Incorporated -Virginia ------------------------------------------ Dr. Arch C. Scurlock - U. S. A. ------------------------------- Number of (7) Sole Voting Power 293,900 (Research Industries Incorporated) shares ---------------------------------------------- Beneficially Owned by (8) Shared Voting Power 0 Each -------------------------------------------- reporting Person with (9) Sole Dispositive Power 293,900 (Dr. Arch C. Scurlock) ----------------------------------------- (10) Shared Dispositive Power 0 --------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 293,900 Research Industries Incorporated -------------------------------------------- 293,900 Dr. Arch C. Scurlock --------------------------------
Page 2 of 6 pages (12) Check if the Aggregate Amount in Row (11) Excludes certain shares. Not applicable. --------------- (13) Percent of Class Represented by Amount in Row 11. Research Industries 4.7% Dr. Arch C. Scurlock 4.7% (14) Type of Reporting Person. Research Industries Incorporated - CO, IV (Private; not registered ------------------------------------------------------------------ under the Investment Company Act of 1940) ----------------------------------------- Scurlock - IN ------------- This statement is the eleventh amendment to a statement on Schedule 13D filed with the Securities and Exchange Commission on behalf of Research Industries Incorporated and Dr. Arch C. Scurlock in connection with their ownership of shares of common stock of TransTechnology Corporation. It is the final amendment as the ownership is now less than 5.0 percent, the minimum threshold for Schedule 13D filing. Item 1. Security and Issuer. This statement is filed in relation to the common stock of TransTechnology Corporation. The address of the principal executive offices of the corporation is 700 Liberty Avenue, Union, New Jersey 07083. Item 2. Identity and Background. Research Industries Incorporated Organized in Virginia Principal Business: Financial Investment Company 123 N. Pitt Street Alexandria, Virginia 22314
Page 3 of 6 pages (a-c) Principal occupation and employment of executive officers and directors of Research Industries Incorporated. Name: Dr. Arch C. Scurlock Title: President and Director Business Address: 123 N. Pitt Street, Alexandria, VA 22314 Name: John H. Grover Title: Executive Vice President, Treasurer and Director Business Address: 123 N. Pitt Street, Alexandria, VA 22314 Name: Arch C. Scurlock, Jr. Title: Vice President, Assistant Secretary and Director Business Address: 123 N. Pitt Street, Alexandria, VA 22314 Name: Henry St. John FitzGerald Title: Secretary and Director Principal Business: Attorney Business Address: 2200 Wilson Blvd., Arlington, VA 22201 Name: Mary Christine Adamson Title: Director Principal Business: Attorney Business Address: 10575 NW Skyline Blvd., Portland, OR 97231-2616 (d) During the last five years, neither Research Industries Incorporated nor Dr. Scurlock, nor, to the best of their knowledge, Mr. Grover, Mr. Scurlock, Jr., Mr. FitzGerald or Ms. Adamson, has been convicted of a criminal proceeding. (e) During the last five years, neither Research Industries nor Dr. Scurlock, nor, to the best of their knowledge, Mr. Grover, Mr. Scurlock, Jr., Mr. FitzGerald or Ms. Adamson, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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) Dr. Scurlock, Mr. Grover, Mr. Scurlock, Jr., Mr. FitzGerald and Ms. Adamson are each a US citizen. Item 3. Source and Amount of Funds or Other Consideration. Not applicable. Page 4 of 6 pages Item 4. Purpose of Transaction. The purpose of the transaction was to change the investment in TransTechnology. Research Industries Incorporated and Dr. Arch C. Scurlock maintain no control over the issuer or any of its officers or directors. From time to time they may seek to acquire or dispose of shares of Common Stock. Neither Research Industries Incorporated nor Dr. Arch C. Scurlock has any plans or intentions which would result in or relate to any of the actions described in clauses (a) through (j) of item 4 of Schedule 13D instructions. Item 5. Interest in Securities of the Issuer. (a) Research Industries is the beneficial owner of 293,900 shares of TransTechnology Corporation common stock, which represents 4.7 percent of that class of securities based on the number of diluted shares as of June 30, 2002. Dr. Scurlock owns 94 percent of the issued and outstanding shares of Research Industries. As a result, he may be deemed to be the indirect beneficial owner of the stock owned by Research Industries. To the best of the knowledge of Research Industries and Dr. Scurlock, Mr. Arch C. Scurlock, Jr., Mr. FitzGerald, Mr. Grover and Ms. Adamson do not own any shares directly or indirectly. Mr. Grover owns 5 percent of the issued and outstanding shares of Research Industries Incorporated. (b) Research Industries and Dr. Scurlock may each be considered to have the sole power to vote or to direct the vote and to dispose or to direct the disposition of 293,900 shares of common stock. (c) Stock transactions effected during the past sixty (60) days by the persons and entities named in paragraph 5(a) above are set forth in Exhibit B. (d) Not applicable. (e) Research Industries ceased to the beneficial owner and Dr. Arch Scurlock the indirect beneficial owner of more than five percent of TransTechnology common stock with the sale of 20,000 shares on October 11, 2002. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer. Other than the officer, director, and shareholder relationships described in Item 2 above, there are no contracts, arrangements, understandings, or relationships among the persons named in Item 2 and between such persons and any person with respect to any securities of TransTechnology Corporation. Page 5 of 6 pages Item 7. Material to be Filed as Exhibits. Exhibit A - Agreement between Research Industries and Dr. Scurlock relating to the filing of joint statements as required by Rule 13d-1 (f). Exhibit B - Schedule of stock transactions. 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. RESEARCH INDUSTRIES INCORPORATED Dated: October 14, 2002 By: /S/ ARCH C. SCURLOCK, PRESIDENT ------------------------------------ Arch C. Scurlock, President Dated: October 14, 2002 By: /S/ ARCH C. SCURLOCK ------------------------------------ Arch C. Scurlock Page 6 of 6 pages EX-99.A 3 w64648aexv99wa.txt EXHIBIT 99.A Schedule 13D EXHIBIT A Research Industries Incorporated 123 North Pitt Street Alexandria, Virginia 22314 Dr. Arch C. Scurlock 123 North Pitt Street Alexandria, Virginia 22314 On October 11, 2002, Research Industries Incorporated sold 20,000 shares of the common stock of TransTechnology Corporation, bringing its total beneficial ownership as of that date to 244,600 shares or 4.7 percent of such shares then outstanding. As a result of this event, Research Industries Incorporated is required to file an amended Schedule 13 D under the Securities Exchange Act of 1934 with respect thereto. A further sale on October 14 brought its total beneficial ownership to 293,900 or 4.7 percent of diluted shares on June 30, 2002. This amendment to Schedule 13D is the last amendment to be filed as ownership is now below 5.0 percent, the minimum threshold for Schedule 13D filing. Dr. Arch C. Scurlock owns 94 percent of the issued and outstanding stock of Research Industries Incorporated and therefore may be deemed to be the indirect beneficial owner of such shares and also required to file such a schedule. The parties hereto desire to file a joint statement with respect thereto in accordance with the terms of 13d(f) (1) under the Act. The purpose of this instrument is to acknowledge the agreement of the undersigned parties that the Schedule 13D (Amendment No. 11) to which this statement is appended as Exhibit A is filed on behalf of each of them. RESEARCH INDUSTRIES INCORPORATED Dated: October 14, 2002 By: /S/ ARCH C. SCURLOCK, PRESIDENT ------------------------------------ Arch C. Scurlock, President Dated: October 14, 2002 By: /S/ ARCH C. SCURLOCK ------------------------------------ Arch C. Scurlock EX-99.B 4 w64648aexv99wb.txt EXHIBIT 99.B Schedule 13D EXHIBIT B Schedule of Stock Transactions (Sale of TransTechnology Stock during last 60 days)
Date Shares Sold $/Share ---- ----------- ------- Research Industries 8/22/02 800 10.80 8/23/02 11,100 10.85 8/26/02 1,000 11.30 8/27/02 4,300 11.35 8/28/02 400 11.50 8/30/02 11,000 12.87 9/5/02 4,000 13.20 9/6/02 10,000 13.30 9/10/02 1,800 13.25 9/12/02 3,500 13.35 9/13/02 10,900 13.44 9/16/02 500 13.50 9/18/02 4,000 13.30 9/19/02 7,000 13.41 9/20/02 12,000 13.51 9/24/02 1,000 13.56 9/26/02 1,500 13.56
9/30/02 2,900 13.56 10/01/02 100 13.46 10/10/02 1,000 10.29 10/11/02 20,000 10.01 10/14/02 700 10.50
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