SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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)
Harvey Spear, 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)
April 10, 1997
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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 |_|.
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).
CUSIP NO. 045084-10-0.
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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
The Dover Group, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a)(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC, OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [X]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
753,500
NUMBER OF
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 753,500
PERSON
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WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
753,500
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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Page 3 of 5 Pages
AMENDMENT NO. 5 TO SCHEDULE 13D
This amended statement filed by The Dover Group, Inc. ("Dover" or the
"Reporting Person") relates to shares of common stock, $.01 par value per share
(the "Common Stock"), of The Ashton Technology Group, Inc. ("Ashton or the
"Issuer"). This Amendment No. 5 amends and supplements Items 3, 5 and 6 of any
previous Schedule 13D's filed by the Reporting Person.
Item 3. Source and Amount of Funds or Other Consideration
This Item is hereby amended by the deletion of the following paragraph from
this Item:
The Reporting Person will use cash provided from working capital to
purchase the 750,000 shares of Common Stock (the "Shares") from David N.
Rosensaft ("Rosensaft") for $2,000,000 on April 10, 1997.
Item 5. Interest in Securities of the Issuer
This item is hereby amended and restated as follows:
(a) Based on the Form 10-QSB of the Issuer for the period ended December
31, 1996, the Issuer had issued and outstanding 7,562,500 shares of Common
Stock.
As explained in Item 6, the Reporting Person is the beneficial owner of
240,000 common stock warrants of the Issuer (the "Warrants"). Pursuant to
Securities Exchange Act Rule 13d-3(d)(1)(i), the 240,000 Warrants shall be
deemed to be outstanding for the purpose of computing the percentage of
outstanding Common Stock owned by Dover. Thus, 7,802,500 shares of Common Stock
are outstanding for purposes of computing the percentage of outstanding Common
Stock owned by Dover.
Dover may be considered the beneficial owner of a total of 753,500 shares
of Common Stock, or 9.7% of the outstanding Common Stock.
<PAGE>
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(b) The Dover Group, Inc.
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Sole Power to vote/ direct vote 753,500
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Shared Power to vote/direct vote -0-
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Sole Power to dispose/ direct 753,500
disposition
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Shared Power to dispose/ direct -0-
disposition
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(c) During the past sixty days, the following transactions in the Common
Stock were effected:
On May 2, 1997, Dover became eligible to exercise 240,000 Warrants of the
Issuer. These Warrants must be exercised by May 2, 2002.
In addition, see Item 6.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
This item is hereby amended and supplemented as follows:
A Settlement Agreement by and among the Issuer, Universal Trading
Technologies Corporation ("UTTC"), Fredric W. Rittereiser ("Rittereiser"), The
Dover Group, Inc., and David N. Rosensaft ("Rosensaft") and a Stock Purchase
Agreement by and among the Issuer, Rittereiser, Dover and Rosensaft
(collectively, the "Agreements"), were both entered into on January 30, 1997.
Subject to the Agreements, Dover, Rittereiser, or his or its designee was to
purchase 750,000 shares of Common Stock from Rosensaft for $2,000,000 on April
10, 1997. The Settlement Agreement and the Stock Purchase Agreement were
attached as exhibit 99.1 and Exhibit 99.2 to Amendment No. 3 to this Schedule
13D, respectively.
On April 10, 1997, Rittereiser and the Reporting Person declined to
purchase the 750,000 shares.
<PAGE>
On May 1, 1997, Rosensaft commenced an action in the United States District
Court for the Southern District of New York entitled "David N. Rosensaft v. The
Ashton Technology Group, Inc., Universal Trading Technologies Corporation, The
Dover Group, Inc. and Frederic W. Rittereiser" (collectively, the "Defendants")
No. 97 Civ. 3138, asserting ten claims against one or more of the Defendants
including breach of contract and securities fraud and seeking, inter alia,
specific performance of the Settlement Agreement dated January 30, 1997, between
and among the parties or in the alternative, actual and consequential damages in
an amount to be proved at trial in addition to punitive damages. On June 9,
1997, Rosensaft served a First Amended Complaint adding three additional claims
against Ashton, alleging that Ashton improperly refused Rosensaft's request to
sell his Ashton stock.
Between April 10, 1997 and June 26, 1997, the Reporting Person endeavored
to work out a settlement with Rosensaft relating to the 750,000 shares.
On June 26, 1997, the Defendants served their answer and counterclaims
generally denying the allegations of the First Amended Complaint and alleging
six counterclaims against Rosensaft, including that (i) Rosensaft acquired
1,100,000 shares of Ashton Common Stock from Ashton on the basis of false and
misleading statements and common law fraud and (ii) Rosensaft breached his
January 19, 1996 Consulting Agreement with Ashton (the "Consulting Agreement")
by (a) failing to carry out his duties as a consultant under the Consulting
Agreement, (b) violating the provisions of the Consulting Agreement restricting
his use of confidential information of Ashton, (c) failing to adhere to the
non-competition provisions of the Consulting Agreement, (d) misappropriating for
himself the property rights of UTTC relating to the Ashton's Universal Trading
System ("UTS(TM)"), and (e) failing to return to UTTC and/or Ashton valuable
property and information, including confidential documents and computer
equipment belonging to UTTC and/or Ashton.
Based on the information discussed above, the Reporting Person is not the
beneficial owner of the 750,000 shares referenced above.
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: July 10, 1997
The Dover Group, Inc.
/s/ Fredric W. Rittereiser
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By: Name: Fredric W. Rittereiser
Title: Chairman of the Board
