-----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, Hy1U+5JiMTAI/ZPtuJNYLsFcmwMDMkIJKvVkEu8r7zMSXCu31PRSXr94bGPWE29H CLpkEYDQiwx8pY/9dBN33g== 0000950115-96-001616.txt : 19961115 0000950115-96-001616.hdr.sgml : 19961115 ACCESSION NUMBER: 0000950115-96-001616 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961113 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AYDIN CORP CENTRAL INDEX KEY: 0000008919 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 231686808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33381 FILM NUMBER: 96662154 BUSINESS ADDRESS: STREET 1: 700 DRESHER RD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2156577510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EA INDUSTRIES INC /NJ/ CENTRAL INDEX KEY: 0000313096 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 210606484 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 185 MONMOUTH PKWY CITY: WEST LONG BRANCH STATE: NJ ZIP: 07764-9989 BUSINESS PHONE: 9082291100 MAIL ADDRESS: STREET 1: 185 MONMOUTH PARKWAY CITY: WEST LONG BRANCH STATE: NJ ZIP: 07764-9989 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC ASSOCIATES INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Aydin Corporation (Name of issuer) Common Stock, $1.00 par value (title of class of securities) 054681 10 1 (CUSIP number) Joseph J. Devine, Esquire Mesirov Gelman Jaffe Cramer & Jamieson 1735 Market Street Philadelphia, PA 19103 215-994-1138 --------------------------------------------------------- (Name, address and telephone number of persons authorized to receive notices and communications) October 8, 1996 --------------------------------------------------------- (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 this 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). SCHEDULE 13D CUSIP NO. 054681 10 1 | 13D | PAGE 2 OF 5 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EA Industries, Inc. 21-0606484 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, OO - ------------------------------------------------------------------------------- 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 Jersey - ------------------------------------------------------------------------------- | 7 SOLE VOTING POWER | 596,927 NUMBER OF SHARES |--------------------------------------------- BENEFICIALLY OWNED | 8 SHARED VOTING POWER BY EACH REPORTING | 0 PERSON WITH |--------------------------------------------- | 9 SOLE DISPOSITIVE POWER | 596,927 |--------------------------------------------- | 10 SHARED DISPOSITIVE POWER | 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 596,927 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.6% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO, HC-------------------- - ------------------------------------------------------------------------------- (2) PAGE 3 OF 5 Item 1. Security and Issuer Common Stock, $1 Par Value Aydin Corporation ("Aydin"), 700 Dresher Road, Horsham, PA 19044 Item 2. Identity and Background EA Industries, Inc. ("EAI") is a corporation organized under the laws of the State of New Jersey with its principal place of business at 185 Monmouth Parkway, West Long Branch, New Jersey 07764-9989. EAI is a diversified contract manufacturer primarily serving the electronics industry. In addition, EAI is involved in developing and marketing new, high technology products. The following are the names and addresses of the executive officers, directors and each person who beneficially owns more than 5% of the outstanding shares of Common Stock of EAI: Irwin L. Gross Chairman of the Board Joseph R. Spalliero, Sr. President and Chief Executive Officer and Director Jules M. Seshens Executive Vice President and Director Howard P. Kamins, Esq. General Counsel, Vice President and Assistant Secretary Stanley O. Jester Vice President and Chief Financial Officer Paul E. Finer Vice President Richard P. Jaffe Secretary Seth Joseph Antine Director Mark S. Hauser Director Bruce P. Murray Director David I. Reibstein Director William Spier Director Broad Capital Holder of in excess of 5% of Associates, Inc. the Company's Common Stock, 152 W. 57th Street as computed, including all New York, NY 10019 securities deemed outstanding pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934. (3) PAGE 4 OF 5 Mr. Spalliero's address is 46360 Fremont Boulevard, Fremont, CA 94538. Each of the other executive officers and directors of EAI has an address of 185 Monmouth Parkway, West Long Branch, NJ 07764. To the best knowledge of EAI, none of its executive officers, directors or 5% stockholders has been convicted in a criminal proceeding in the past five years or is subject to a civil judgment, decree or final order as described in Item 2(e). Item 3. Source and Amount of Funds or Other Consideration On May 3,1996, the Company completed the sale of convertible debentures in the aggregate amount of $7,000,000 in a private placement transaction to approximately 15 individuals and entities. These funds, together with working capital of EAI, were used to purchase the shares reported hereby. Item 4. Purpose of Transaction On May 6, 1996, EAI acquired 596,927 shares of the Common Stock of Aydin Corporation (the "Shares"). EAI acquired the Shares as an investment and not with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act of 1933, as amended. On that date Ayhan Hakimoglu resigned as Aydin's Chairman of the Board and Chief Executive Officer. In addition, EAI's Chairman was elected to serve on the Board of Directors of Aydin. Following acquisition of the Shares of Aydin Common Stock, EAI initiated discussions with the Board of Directors of Aydin concerning a possible merger or other combination with Aydin. After several months of discussions, due diligence reviews and negotiations, EAI made a final offer which it considered a fair and reasonable offer to merge with Aydin. On October 8, 1996, EAI's final offer was rejected by the Aydin Board of Directors. As a result, EAI withdrew its offer and terminated its merger discussions with Aydin. At the present time, EAI continues to hold its Aydin Shares as an investment, but EAI may at some time borrow against such Shares, sell all or a portion of such Shares or otherwise use or dispose of such Shares in another fashion. Item 5. Interest in Securities of the Issuer EAI purchased the Shares in a private purchase from the then Chairman and Chief Executive officer of Aydin. The purchase price for such Shares was $18 per Share or an aggregate of $10,744,686 (4) PAGE 5 OF 5 and the purchase represented approximately 11.6% of the outstanding Shares of common stock of Aydin, based on the most recent filing of Aydin with the Securities and Exchange Commission. EAI has sole power to vote or direct the vote of the Shares and the power to dispose or direct the disposition of the Shares. EAI owns no other interest in Aydin and to its knowledge none of the individuals named in Item 2 has any interest in the shares of Aydin or has participated in any action involving such shares in the past sixty days. Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer. To the best knowledge of EAI, no contracts, arrangements, understandings or relationships described in Item 6 exist among the persons named in Item 2 or between such persons and any person, except for the Stock Purchase Agreement pursuant to which EAI purchased the Shares. Such Stock Purchase Agreement is filed herewith as an Exhibit and is referenced as such in Item 7 hereof. Item 7. Material to be Filed as Exhibits. *1. Stock Purchase Agreement by and between EAI and Ayhan Hakimoglu *2. Form of Subscription Agreement and Convertible Debenture Agreement *3. Letter Agreement dated May 1, 1996 regarding placement fees - ---------------- * Previously filed After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. EA INDUSTRIES, INC. By: /s/ Howard P. Kamins -------------------------------------- Howard P. Kamins Title: General Counsel, Vice President November 8, 1996 (5) -----END PRIVACY-ENHANCED MESSAGE-----