UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No 1)
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 16, 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).
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fredric W. Rittereiser
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (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) [x]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 513,500
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10 SHARED DISPOSITIVE POWER
513,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,601,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
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) [x] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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 -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 750,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,601,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John A. Blohm
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
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
12,500
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 12,500
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,601,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Dover Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [x]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
513,500
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 513,500
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,601,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dr. F.E. Weimmer, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
10,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 513,500
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
513,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,601,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
F.E. Weimmer, Sr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
130,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 513,500
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 130,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
513,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,601,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
F.E. Rittereiser, Sr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
75,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 513,500
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 75,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
513,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,601,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tom Rittereiser, as Trustee for Alexis J. Rittereiser, Amanda Weimmer,
and John Weimmer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
110,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 513,500
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 110,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
513,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,601,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
This amended statement relates to shares of Common Stock, $.01 par value
per share, (the "Common Stock"), of The Ashton Technology Group, Inc. (the
"Issuer" or the "Company"). Fredric W. Rittereiser ("Rittereiser"), Robert A.
Eprile ("Eprile"), John A. Blohm ("Blohm"), The Dover Group, Inc. ("Dover"), Dr.
F.E. Weimmer, Jr., F.E. Weimmer, Sr., F.E. Rittereiser, Sr., and Tom Rittereiser
as Trustee for Alexis J. Rittereiser, Amanda Weimmer, and John Weimmer ("Tom
Rittereiser as Trustee") (each of the foregoing a "Reporting Person") filed a
combined Schedule 13D on September 13, 1996 with respect to the Common Stock.
Items 2, 3, 4 and 5 of the Schedule 13D are amended as set forth under the
appropriate captions below.
Item 2. Identity and Background
No change except that the identity and background information for Dover
(Item 2.4(e)) should refer to Item 2.1(e) because Rittereiser is as of September
10, 1996 the Chairman and Chief Executive Officer of Dover, and notwithstanding
the disclosure in Item 2.1(e), Rittereiser's NASD registration was suspended,
not revoked.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended and restated as follows:
None of the shares owned by the Reporting Persons were acquired by recent
purchases.
Eprile received his shares of Common Stock of the Issuer pursuant to an
Agreement and Plan of Reorganization dated October 25, 1995, whereby Eprile
exchanged shares of UTTC for shares of the Issuer.
Blohm acquired his shares of Common Stock of the Issuer in December 1994
from Dover for $25,000 in cash from personal funds. Blohm acquired his options
to purchase 350,000 shares of Common Stock on January 31, 1996 in exchange for
services to the Issuer.
Dover received its shares of Common Stock of the Issuer in exchange for a
total of $31,567 in cash from working capital at the time of formation of the
Issuer. Dover also purchased, with cash from working capital, options to buy
150,000 shares of Common Stock of the Issuer on March 15, 1996 from a third
party, and exercised these options on May 27, 1996. On June 22, 1995, Dover
assigned its shares of Class A Common Stock of Computer Science Innovations,
Inc. (a subsidiary of the Issuer) to the Issuer in exchange for the Issuer's
issuance to Dover of its redeemable common stock purchase warrants.
Dr. F.E. Weimmer, Jr., F.E. Weimmer, Sr., F.E. Rittereiser, Sr., and Tom
Rittereiser as Trustee received their shares of Common Stock of the Issuer in
consideration for services rendered to Dover.
Item 4. Purpose of Transaction
No change except for the addition of the following:
The Reporting Persons through counsel have commenced discussions with the
Issuer's counsel and counsel representing Raymond T. Tate, the Chairman of the
Board of Directors of the Issuer, regarding the possible resolution of the
concerns previously expressed in this Statement by the Reporting Persons.
Item 5. Interest in Securities of the Issuer
The fourth sentence of the second paragraph of Item 5(a) is amended and
restated as follows:
Dr. F.E. Weimmer, Jr., F.E. Weimmer, Sr., and F.E. Rittereiser, Sr. are the
beneficial owners of 10,000, 130,000 and 75,000 shares of Common Stock,
respectively, or 0.1%, 1.7% and 1.0%, respectively, of the total outstanding
Common Stock.
The last sentence of the third paragraph of Item 5(a) is amended and
restated as follows:
The shares of Common Stock held by The Dover Group, Inc. exclude 240,000
warrants exercisable on May 2, 1997 and expiring on May 2, 2002.
(b) No change except that (i) Dr. F.E. Weimmer, Jr. has the sole power to
vote/direct the vote of 10,000 shares of common stock, and the sole power to
dispose/direct the disposition of 10,000 shares of common stock and (ii) F.E.
Weimmer, Sr. has the sole power to vote/direct the vote of 130,000 shares of
common stock, and the sole power to dispose/direct the disposition of 130,000
shares of common stock.
(c) Item 5(c) is amended and restated as follows:
During the past sixty days, the following transactions in the Common Stock
were effected:
On March 15, 1996, Robert A. Eprile granted to Dover options to
purchase up to 350,000 shares of Common Stock (the "Eprile
Options"), and David N. Rosensaft granted to Dover options to
purchase up to 150,000 shares of Common Stock (the "Rosensaft
Options"). The exercise price for such options was $1.50 per
share. On May 2, 1996, Antebe Investment Gp. Limited ("Assignee")
paid Eprile $.10 per share as consideration for Mr. Eprile's
assignment of the Eprile Options to Antebe. The purpose of these
options was to provide liquidity for Messrs. Rosensaft and
Eprile. None of the proceeds from the issuance or exercise of the
Rosensaft or Eprile Options were received, directly or
indirectly, by the Issuer.
The Assignee exercised the Eprile Options on July 2, 1996 and
accordingly paid to Eprile the purchase price for the shares of
Common Stock purchased.
On May 24, 1996, Dover sold 20,000 warrants of the Issuer at
$6.625 per share (settled May 27, 1996), bringing the amount of
warrants of the Issuer owned by Dover to 240,000.
<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 17, 1996
Fredric W. Rittereiser Robert A. Eprile
/s/ Fredric W. Rittereiser /s/ Robert A. Eprile
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John A. Blohm The Dover Group
/s/ John A. Blohm /s/ Fredric W. Rittereiser
- ------------------ ---------------------------
Name: Fredric W. Rittereiser
Title: Chairman
Dr. F.E. Weimmer, Jr. F.E. Weimmer, Sr.
/s/ Dr. F.E. Weimmer, Jr. /s/ F. E. Weimmer, Sr.
- -------------------------- -----------------------
F.E. Rittereiser, Sr. Tom Rittereiser as Trustee
/s/ F.E. Rittereiser, Sr. /s/ Tom Rittereiser as Trustee
- -------------------------- -------------------------------
