-----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, M1G94hmyl/yr/AxbVb9eZgrt0n7WlBfL3rfNfnOfWnHZVFyhcWV8yhz3qNtKvE/A /EFwOBW8P1dGB/ZJ04WeUw== 0000898430-97-003630.txt : 19970822 0000898430-97-003630.hdr.sgml : 19970822 ACCESSION NUMBER: 0000898430-97-003630 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970821 SROS: NASD GROUP MEMBERS: NEW CANAAN CAPITAL LLC GROUP MEMBERS: NEW CANAAN CAPITAL, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMETECH INC CENTRAL INDEX KEY: 0000001969 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 730766924 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41437 FILM NUMBER: 97667856 BUSINESS ADDRESS: STREET 1: 1813 SE 25TH ST CITY: OKLAHOMA CITY STATE: OK ZIP: 73129 BUSINESS PHONE: 4056778781 FORMER COMPANY: FORMER CONFORMED NAME: ACADEMY COMPUTING CORP DATE OF NAME CHANGE: 19910123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW CANAAN CAPITAL LLC CENTRAL INDEX KEY: 0001044726 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 860885734 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3305 W SPRING MOUNTAIN RD STREET 2: STE 60 CITY: LAS VEGAS STATE: NV ZIP: 89102 BUSINESS PHONE: 2033593855 MAIL ADDRESS: STREET 1: 3305 W SPRING MOUNTAIN RD STREET 2: STE 60 CITY: LAS VEGAS STATE: NV ZIP: 89102 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* AMETECH, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 031095102 - -------------------------------------------------------------------------------- (CUSIP Number) Michael R. D'Appolonia New Canaan Capital, LLC 3305 W. Spring Mountain Road, Suite 60 Las Vegas, Nevada 89102 (412) 963-6461 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Richard S. Grey Pillsbury Madison & Sutro LLP P.O. Box 7880 San Francisco, CA 94120-7880 (415) 983-1000 August 14, 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 13, 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 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). (CONTINUED ON FOLLOWING PAGE(S)) Page 1 of 5 Pages - ------------------------------------------------------------------------------- CUSIP NO. 031095102 - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS: New Canaan Capital, LLC (86-0885734) - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQURIED PURSUANT TO ITEM 2(d) OR 2(e) [_] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEVADA - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 10,367,122 (see Item 5) NUMBER OF ----------------------------------------------------------- SHARES 8 SHARED VOTING POWER NONE BENEFICIALLY ----------------------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER 10,367,122 (see Item 5) REPORTING ----------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITVE POWER NONE - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,367,122 (see Item 5) - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 75% (see Item 5) - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------ Page 2 of 5 pages Item 1. Security and Issuer. - ------- ------------------- The class of equity securities to which this statement relates is the common stock, par value $.01 per share (the "Common Stock") of Ametech, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 1813 Southeast 25th Street, Oklahoma City, Oklahoma 73129. Item 2. Identity and Background. - ------- ----------------------- (a)-(b) The person filing this Schedule is New Canaan Capital, LLC, a Nevada limited liability company (the "Company"). The Company's principal business address is 3305 W. Spring Mountain Road, Suite 60, Las Vegas, Nevada 89102. The principal business of the Company is investment and ownership of securities. (c) Not applicable to this transaction. (d)-(e) At no time during the last five years was the Company convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 law or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. - ------- ------------------------------------------------- The Company has entered into a stock purchase agreement (the "Stock Purchase Agreement") dated August 14, 1997 with Moorpark Holding, Inc. ("Moorpark"), a Delaware corporation. Under the Stock Purchase Agreement, the Company will acquire ten million three hundred sixty-seven thousand one hundred twenty-two (10,367,122) shares of Common Stock (the "Stock") for a principal amount of $850,000. The Company has agreed to pay to Moorpark an additional consideration for the sale of the Stock, as indicated in the Stock Purchase Agreement attached hereto as Exhibit 99.1. The source of funds used to purchase the Stock was the capital of the Company. Item 4. Purpose of Transaction. - ------- ---------------------- The Company acquired beneficial ownership of the Stock for the purpose of investment. Except as set forth above, the Company has no present plans or proposals which relate to, or would result in: the acquisition by any person of additional securities of the Issuer; an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; a change in the present board of directors or management of the Issuer, including plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; a material change in the present capitalization or dividend policy of the Issuer or any other material change in the Issuer's business or corporate structure; a change in the Issuer's certificate of incorporation or bylaws or other actions which might impede the acquisition of control of the Issuer Page 3 of 5 Pages by any person; causing a class of securities of the issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ (a) Upon acquisition of the Stock, the Company became the direct owner of 10,367,122 shares of Common Stock representing 75% of the 13,817,121 issued and outstanding shares of Common Stock as of August 12, 1997 (excluding 115,000 shares of Common Stock held as treasury stock), the date of the Issuer's 10-Q. (b) The Company will have the sole power to vote or direct the disposition of up to 10,367,122 shares of Common Stock. (c) No transactions of Common Stock were effected by the Company during the past 60 days or since the most recent filing on Schedule 13D. (d) No person other than the Company herein has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of the securities being reported herein. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect - ------ --------------------------------------------------------------------- to Securities of the Issuer. --------------------------- The Company has no contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any security of the Issuer, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Materials To Be Filed as Exhibits. - ------ --------------------------------- Exhibit 99.1 - Stock Purchase Agreement dated August 14, 1997 between the Company and Moorpark Holding, Inc. Page 4 of 5 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: August 21, 1997 NEW CANAAN CAPITAL, LLC, a Nevada limited liability company By: /s/ Michael R. D'Appolonia -------------------------- Michael R. D'Appolonia Its: Manager Page 5 of 5 Pages EX-99.1 2 STOCK PURCHASE AGREEMENT EXHIBIT 99.1 STOCK PURCHASE AGREEMENT ------------------------ This STOCK PURCHASE AGREEMENT (the "Agreement") dated as of August 14, 1997 between Moorpark Holding, Inc., a Delaware corporation ("Seller"), and New Canaan Capital, LLC, a Nevada limited liability company ("Purchaser"). STATEMENT OF PURPOSE -------------------- Seller owns 10,367,122 shares of common stock (the "Stock"), of Ametech Inc. (the "Acquired Company" or "Company"). It is the purpose of this Agreement to set forth the terms and conditions pursuant to which Seller will sell the Stock to Purchaser and Purchaser will purchase the Stock from Seller. NOW, THEREFORE, in consideration of the mutual promises contained herein, Purchaser and Seller hereby agree as follows: 1. Representations of Seller. Seller represents, warrants and agrees as ------------------------- follows: 1.1 Existence and Good Standing. Seller is a corporation duly organized, --------------------------- validly existing and in good standing under the laws of the State of Delaware. 1.2 Authorization. The execution and delivery of this Agreement and the ------------- completion by Seller of the transactions contemplated hereby have been duly authorized and approved by all required corporate action of Seller. This Agreement constitutes a legal, valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by general principles of equity or by bankruptcy, insolvency or other similar laws affecting creditors' rights generally. 1.3 Ownership of Stock. Seller owns, beneficially and of record, the ------------------ Stock, free of all liens, charges, claims, pledges and encumbrances or restrictions, rights or interests of others of any kind. The transfer of the Stock to the Purchaser pursuant to this Agreement will pass valid title thereto to the Purchaser, free and clear of all liens, charges, claims, pledges and encumbrances or restrictions, rights or interests of others of any kind, except for those created by the Purchaser. 1.4 Agency or Broker. No agent or broker or other person acting pursuant ---------------- to the authority of the Acquired Company or Seller is entitled to any commission or finder's fee in connection with the transactions contemplated by this Agreement. 1.5 No Conflict. Seller's execution, delivery, and performance of this ----------- Agreement does not conflict with any other agreement to which Seller is a party, and no consent, license, approval or authorization, or registration, declaration or filing with, any court, -1- governmental body or authority or any other person or entity, is required in connection with Seller's valid execution, delivery or performance of this Agreement. 1.6 Due Diligence/Lack of Reliance. Seller, independently of and without ------------------------------ reliance upon Purchaser, and based solely upon its own expertise and upon financial statements and other information deemed appropriate by it (including, without limitation, financial statements and other information provided to it by the Company), made its own investigation and analysis of the Company (including, without limitation, of the Company's business operations and financial condition), did not receive and did not rely on any information relating to the Stock or the Company provided by Purchaser, and thus made its own decision to sell the Stock pursuant to the provisions of this Agreement. 2. Representations of Purchaser. The Purchaser represents and warrants ---------------------------- to the Seller that: 2.1 Existence and Good Standing. The Purchaser is a limited liability --------------------------- company duly organized, validly existing and in good standing under the laws of State of Nevada. 2.2 Authorization. The execution and delivery of this Agreement and the ------------- completion by Purchaser of the transactions contemplated hereby have been duly authorized and approved by all required limited liability company action of the Purchaser. This Agreement constitutes a legal, valid and binding agreement of the Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforcement may be limited by general principles of equity or by bankruptcy, insolvency or other similar laws affecting creditors' rights generally. 2.3 No Conflict. Purchaser's execution, delivery, and performance of this ----------- Agreement does not conflict with any other agreement to which Purchaser is a party, and no consent, license, approval or authorization, or registration, declaration or filing with, any court, governmental body or authority or any other person or entity, is required in connection with Purchaser's valid execution, delivery or performance of this Agreement. 2.4 Agency or Broker. No agent, broker or other person acting pursuant to ---------------- the Purchaser's authority will be entitled to any commission or finder's fee in connection with the transactions contemplated by this Agreement. 2.5 Due Diligence/Lack of Reliance. Purchaser, independently of and ------------------------------ without reliance upon Seller, and based solely upon its own expertise (and the expertise of its agents and independent advisors, if any), and upon financial statements and other information deemed appropriate by it, made its own investigation and analysis of the Company (including, without limitation, of the Company's business operations and financial condition), did not receive and did not rely on any information relating to the Stock or the Company provided by Seller, and thus made its own decision to purchase the Stock pursuant to the provisions of this Agreement. -2- 2.6 Purchase for Investment. Purchaser will acquire the Stock for its own ----------------------- account for investment and not with a view toward any resale or distribution thereof. 3. Sale of Stock. ------------- 3.1 Sale of Stock. Subject to the terms and conditions herein stated, ------------- Seller agrees to sell, assign, transfer and deliver to Purchaser on the date hereof (the "Closing Date"), and Purchaser agrees to purchase from Seller on the Closing Date, the Stock, free and clear of any liens or encumbrances, except for those created by Purchaser. The Certificate representing the Stock (the "Stock Certificate") shall be duly endorsed in blank, or accompanied by stock powers duly executed in blank, by Seller, with all necessary transfer tax and other revenue stamps, acquired at Purchaser's expense, affixed and canceled. As of the date hereof, the Seller has not located the Stock Certificate in its possession. The Seller hereby represents and agrees that it will immediately undertake to have replacement Stock Certificate (the "Replacement Stock Certificate") issued by the Company, and the Seller, promptly upon its receipt thereof from the Company, shall endorse and deliver to the Purchaser the Replacement Stock Certificate as provided in the foregoing. Notwithstanding any other provision of this Agreement to the contrary, if the Seller fails to so endorse obtain, and deliver to the Purchaser the Replacement Stock Certificate on or before thirty (30) days from the date hereof, then, at sole option of the Purchaser, and as the Purchaser's sole remedy for the Seller's failure to do so, the Purchaser may elect to rescind its purchase of the Stock. In the event that the Purchaser so elects to rescind its purchase of the Stock, the other provisions of this Agreement (including, without limitation, the provisions of Section 3.2 hereof) shall become null and void. Specifically, but without limiting the generality of the foregoing, in the event of such a rescission, the Seller shall immediately return the original of the Note (as such term is defined in Section 3.2 hereof) marked "Cancelled" to the Purchaser, and the parties shall be automatically returned to the positions they occupied immediately prior to the execution and delivery of this Agreement. 3.2 Price. In consideration for the purchase by Purchaser of the Stock, ----- Purchaser shall pay to Seller, on the Closing Date, $850,000 (the "Purchase Price"), by delivery of a promissory note in the form hereto as Exhibit 3.2 (the "Note"). As additional consideration for the sale of the Stock, Purchaser shall pay Seller the "Earn Out Amount" in cash within 60 days after the end of the fifth year after Closing. The "Earn Out Amount" equals 50% of the Net Value. "Net Value" equals (1) the Enterprise Value times the Equity Percentage, minus (2) $850,000, minus (3) interest accrued on the Note or any refinancing of the Note through the date of computation, minus (4) any transaction expenses paid by Purchaser. The "Enterprise Value" means (A) if the Purchaser liquidates its position in Acquired Company prior to the end of the fifth year after Closing, the price of the Acquired Company established by the liquidity event, otherwise (B) (I) six times the average EBITDA (as defined by GAAP) of Acquired Company in the two fiscal years ending December 31, 2000 and 2001 minus (II) the principal amount of all interest-bearing indebtedness on Acquired Company's balance sheet (including amounts attributable to any capitalized leases) as of December 31, 2000, minus (III) the redemption value of any preferred stock issued by Acquired Company outstanding as of December 31, 2000 other than any preferred stock acquired by Purchaser. The "Equity Percentage" means the percentage of fully- diluted -3- common equity of the Acquired Company owned by Purchaser, assuming the conversion and exercise of all outstanding convertible securities, warrants and options. In the event that Buyer liquidates its position in Acquired Company after the end of the fifth year after Closing but within seven (7) years after Closing, Purchaser shall make an additional payment to Seller equal to the Earn Out Amount calculated as if the Enterprise Value were the price of Acquired Company established by the liquidity event, less amounts previously paid to Seller hereunder. In the event Purchaser sells a portion of the Stock prior to the end of the fifth year after Closing, the Purchaser shall share with Seller the proceeds of such sale in accordance with this Section, and the remaining stock shall continue to be subject to the terms of this Section. 3.3 Other Obligations. ----------------- (a) On the Closing Date or otherwise contemporaneously with the closing, there shall be delivered to the Seller copies of resolutions of the Purchaser's members authorizing the execution, delivery and performance of this Agreement on behalf of the Purchaser by the manager of the Purchaser (the "Manager"). (b) On the Closing Date or otherwise contemporaneously with the closing, there shall be delivered to Seller a certificate of the Manager certifying true and correct copies of Purchaser's articles of organization and certifying the names of the Purchaser's members, and further certifying a true and correct copy of the Purchaser's limited liability company agreement. (c) On the Closing Date, Purchaser shall cause to be delivered to the Seller a legal opinion, in form of Exhibit 3.3(c) hereto, of the law firm of Pillsbury Madison & Sutro LLP with respect to the matters set forth in Section ------- 2.2 hereof. - --- 4. Miscellaneous. ------------- 4.1 Expenses. The parties hereto shall pay all of their own expenses -------- relating to the transactions contemplated by this Agreement, including, without limitation, the fees and expenses of their respective counsel and financial advisers. 4.2 Governing Law. The interpretation and construction of this Agreement, ------------- and all matters relating hereto, shall be governed by the laws of the State of Illinois, applicable to contracts to be performed in said state, without consideration of said state's conflicts-of-laws principles. 4.3 Captions. The Section captions used herein are for reference purposes -------- only, and shall not in any way effect the meaning or interpretation of this Agreement. 4.4 Publicity. Except as otherwise required by applicable laws --------- (including, without limitation, applicable federal and state securities laws), the parties hereto shall not issue any press release or make any other public statement, in each case relating to or connected with or arising out of this Agreement or the matters contained herein, without -4- obtaining the prior approval of the other party to the contents and the manner of presentation and publication thereof. 4.5 Notices. Any notice or other communications required or permitted ------- hereunder shall be sufficiently given if delivered in person or sent by facsimile or by registered, certified or first class mail, postage prepaid, addressed as follows: If to Purchaser: New Canaan Capital, LLC 3305 West Spring Mountain Road Suite 60 Las Vegas, Nevada 89102 Fax: 203-359-4551 Attention: Mr. Michael R. D'Appolonia with a copy to: Pillsbury Madison & Sutro LLLP 225 Bush Street San Francisco, California 9404 Fax: 415-983-1200 Attention: Richard S. Grey, Esq. If to Seller: Moorpark Holding, Inc. 231 South LaSalle Street Chicago, Illinois 60697 Fax: 312-987-0234 Attention: Mr. Lewis W. Solimene, Jr. with a copy to Mayer, Brown & Platt 190 South LaSalle Street Chicago, Illinois 60603 Attention: Thomas S. Kiriakos, Esq. Seth J. Weinberger, Esq. or such other address as shall be furnished in writing by any such party, and such notice or communication shall be deemed to have been given as of the date so delivered, sent by facsimile or mailed. -5- 4.6 Parties in Interest. Other than by operation of law, this Agreement ------------------- may not be transferred, assigned, pledged or hypothecated by either party, without the prior written consent of the other party. 4.7 Counterparts. This Agreement may be executed in two or more ------------ counterparts, all of which taken together shall constitute one instrument. 4.8 Entire Agreement. This Agreement, including the other documents ---------------- referred to herein which form a part hereof, contains the entire understanding of the parties hereto with respect to the subject matter contained herein and therein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 4.9 Amendments. This Agreement may not be changed orally, but only by an ---------- agreement signed by Seller and Purchaser. 4.10 Third Party Beneficiaries. Each party hereto intends that this ------------------------- Agreement shall not benefit or create any right or cause of action in or on behalf of any Person other than the parties hereto. 4.11 Information. So long as the Note remains outstanding Purchaser shall ----------- use its best efforts to cause the Acquired Company to deliver to Seller promptly after filing all reports and other documents filed by Acquired Company with the Securities and Exchange Commission. 4.12 Extension and Waiver. Either party may extend the time for or waive -------------------- the performance of any of the obligations of the other party, waive any inaccuracies in the representations of warranties of the other party, or waive compliance by the other party with any of the covenants or conditions contained in this Agreement. Any such extension or waiver shall be in writing and signed by the party giving such extension or waiver. 4.13 Waiver of Right of Jury Trial. EACH OF THE PARTIES HERETO WAIVES THE ----------------------------- RIGHT TO TRIAL BY JURY IN ANY LITIGATION IN ANY MANNER RELATING TO THIS AGREEMENT AND/OR THE TRANSACTION TO BE CONSUMMATED PURSUANT TO THIS AGREEMENT. -6- IN WITNESS WHEREOF, the parties have executed this agreement on the date first above written. MOORPARK HOLDING, INC., a Delaware corporation By /s/ Lewis W. Solimene, Jr. -------------------------- Mr. Lewis W. Solimene, Jr. Title: President NEW CANAAN CAPITAL, LLC, a Nevada limited liability company By /s/ Michael R. D'Appolonia -------------------------- its: Manager -7- -----END PRIVACY-ENHANCED MESSAGE-----