SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No.3)(1)
LTI Holdings, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
50217T100
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(CUSIP Number)
Steven N. Bronson
16 East 52nd Street, Suite 501
New York, New York 10022
(212) 872-1623
with a copy to:
James A. Prestiano, Esq.
317 Madison Avenue, Suite 2310
New York, New York 10017
(212) 949-9696
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 29, 2000
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(Date of Event which Requires Filing of This Statement)
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(1) 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 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).
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that 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)
<PAGE>
CUSIP No. 50217T100
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven N. Bronson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 640,297
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 640,297
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
640,297
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer.
Except as expressly restated and amended below, the Schedule 13D and
amendments thereto, as filed on behalf of Steven N. Bronson with respect to the
shares of Common Stock $.01 par value per share (the "Common Stock") of LTI
Holdings, Inc., a Delaware corporation, with its principal offices located at
5115 New Peachtree Road, Suite 200, Atlanta, Georgia 30301 (the "Issuer"),
remains in full force and effect. As of the date of this filing the Issuer had
3,185,100 shares of Common Stock outstanding.
Item 2. Identity and Background.
(a) This Amendment No. 2 to Schedule 13D is filed on behalf of Steven
N. Bronson.
(b) Mr. Bronson's business address is 900 Third Avenue, Suite 201, New
York, New York 10022.
(c) Mr. Bronson is the president of Catalyst Financial LLC
("Catalyst"), a broker-dealer registered under the Securities Exchange Act of
1934. The principal place of business of Catalyst is 900 Third Avenue, Suite
201, New York, New York 10022.
(d) During the last five years, Mr. Bronson has not been convicted in a
criminal proceeding (excluding traffic violation or similar misdemeanors).
(e) Mr. Bronson has not, during the last five years, been 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 further violations of, or prohibiting or mandating
activities subject to the federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Bronson is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
On February 17, 2000, Mr. Bronson using his own personal funds,
acquired 70,000 shares of Common Stock at $.52 per share for a purchase price of
$36,400. On February 29, 2000, Mr. Bronson using his own personal funds,
acquired 40,000 shares of Common Stock at $.59 per share for a purchase price of
$26,400.
<PAGE>
Item 4. Purpose of Transaction.
Mr. Bronson acquired the shares of Common Stock of the Issuer for
investment purposes in the belief that such shares of Common Stock were
undervalued. Mr. Bronson may, for his own account, (i) increase or decrease his
beneficial ownership of Common Stock, (ii) sell all or part of his shares of
Common Stock in open market or privately negotiated sales or otherwise, (iii)
make further purchases of shares of Common Stock through open market or
privately negotiated transactions or otherwise, or (iv) seek to acquire a
controlling ownership interest in the Issuer through a cash tender offer or
otherwise. Mr. Bronson has not reached any decision with respect to any such
possible actions. If, as and when Mr. Bronson does reach a decision to undertake
any of the above described possible actions, he will, among other things, timely
file an appropriate amendment to this Schedule 13D, and timely deliver a copy of
same to the Issuer in connection therewith.
Other than as described above, Mr. Bronson does not have any plans or
proposals which relate or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any vacancies on the Board of Directors of the Issuer;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, by-laws, or instruments
corresponding thereto or any actions which may impede the acquisition or control
of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted form a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a)(b) Mr. Bronson may be deemed to beneficially own an aggregate of
640,297 shares of the Issuer's Common Stock, representing approximately 20.1% of
the total shares of Common Stock deemed outstanding. With respect to such shares
of Common Stock, Mr. Bronson owns of record 640,297 shares of Common Stock, as
to which he possesses sole voting and disposition power.
The foregoing shares of Common Stock do not include any shares held of
record which may be maintained in the trading account of Catalyst and, with
respect to such shares, Mr. Bronson disclaims beneficial ownership.
(c) On January 18, 2000, Mr. Bronson using his own personal funds,
acquired 30,297 shares of Common Stock at $.52 per share for a purchase price of
$15,754.44.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of such
securities of the Issuer.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
None
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.
March 1, 2000
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(Date)
/s/ Steven N. Bronson
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(Signature)
Steven N. Bronson
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(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (See 18 U.S.C. Section l001).
