UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No 2 )*
The Ashton Technology Group, Inc.
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(Name of Issuer)
Common Stock, par value $.01
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(Title of Class of Securities)
045084-10-0
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(CUSIP Number)
Louis J. Bevilacqua, Esq., Cadwalader Wickersham & Taft
100 Maiden Lane, New York, NY 10038
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 6, 1996
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(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 13-1(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).
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SCHEDULE 13D
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CUSIP No. 045084-10-0 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert A. Eprile
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
U.S.A.
7 SOLE VOTING POWER
750,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 750,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
This Statement relates to shares of Common Stock, $.01 par value per
share, (the "Common Stock"), of The Ashton Technology Group, Inc. (the
"Issuer"). Robert A. Eprile ("Eprile") filed this Statement initially on May 2,
1996 to report ownership of shares of the Common Stock. Eprile amended this
Statement on July 2, 1996. This Amendment No. 2 should supersede the information
disclosed in Items 1, 2, 3, 4, 6 and 7, and should amend the information
disclosed in Item 5, for any previous filings made by Eprile.
Item 1. Security and Issuer
The Issuer's principal executive office is located at 10420
Little Patuxent Parkway, Suite 490, Columbia, Maryland 21044-3559.
Item 2. Identity and Background
1. (a) Robert A. Eprile.
(b) Robert A. Eprile, 124 West 60th Street,
Ste. 18D, New York, New York 10023.
(c) Director of the Issuer, Director, President and Chief
Operating Officer of Universal Trading Technologies Corporation, an 80% owned
subsidiary of the Issuer.
(d) No.
(e) No.
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Consideration
Not Applicable.
Item 4. Purpose of Transaction
Eprile has no present intention to purchase or dispose of additional
securities of the Issuer. At the time Eprile received his stock and until
recently, he did not have any plan, proposal, or intention which relates to or
would result in any action with respect to the matters listed in paragraphs (b)
through (j) of Item 4 of Schedule 13D.
However, recently a number of concerns regarding the Issuer and
certain members of the Issuer's management have been raised by Eprile. Such
concerns were summarized in letters to the Issuer dated August 21, 1996, August
27, 1996 and August 31, 1996 (the "Letters").
Eprile believes that the issues raised in the Letters have not been
adequately addressed by the Issuer, and he is concerned that the Issuer's
management is not taking appropriate measures to protect the interests of the
Issuer's stockholders and to enhance the value of the stockholders' investments
in the Issuer.
Eprile intends to review alternatives with respect to his investment
position in the Common Stock, including the advisability of and the available
means of seeking increased representation on the Board of Directors and seeking
proxies and written consents from other stockholders of the Issuer. No decision
with regard to those alternatives has yet been made.
Item 5. Interest in Securities of the Issuer
(a) - (c) According to the 10-Q of the Issuer filed for the period
ending June 30, 1996, the Issuer has 7,562,500 shares issued and outstanding,
750,000 shares of which representing 9.9% of the outstanding shares are owned
directly by Eprile.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Not Applicable.
Item 7. Material to Be Filed as Exhibits
Not Applicable.
<PAGE>
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: September 6, 1996 Robert A. Eprile
/s/ Robert A. Eprile
