SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Batteries, Batteries, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
071326102
(CUSIP Number)
Stephen F. Ritner, Esq.
Stevens & Lee, PC
1275 Drummers Lane
Wayne, PA 19087-4979
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 28, 1998
(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 [ ].
*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
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in 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
Stephen Rade
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. SOLE VOTING POWER
645,000 (See Item 5)
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
645,000 (See Item 5)
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
890,000 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
17.4%
14. TYPE OF REPORTING PERSON
IN<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William Schlessinger Sapp
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
890,000 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
17.4%
14. TYPE OF REPORTING PERSON
IN <PAGE>
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert W. Tauber
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. SOLE VOTING POWER
245,000 (See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
245,000 (See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
890,000 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
17.4%
14. TYPE OF REPORTING PERSON HC
IN<PAGE>
Item 1. Security and Issuer
This Statement relates to the Common Stock (the "Common Stock")
of Batteries, Inc. (the "Issuer"). The Issuer's principal
executive offices are located at 200 Madison Avenue, 2nd Floor,
New York, NY 10016.
Item 2. Identity and Background
(a) Name:
Stephen Rade
(b) Business Address:
3915 Somers Drive
Huntingdon Valley, PA 19006
(c) Principal Business:
Vice President, Director and Shareholder of the
Company
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
William Schlessinger Sapp
(b) Business Address:
4818 Courtland Trail
McHenry, IL 60050
(c) Principal Business:
Director of the Company
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Robert W. Tauber
(b) Business Address:
2192 Harbour Heights Road
San Diego, CA 92109-1427
(c) Principal Business:
Director and Shareholder of the Company
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 3. Source and Amount of Funds or Other Consideration
Concurrent with the Company's initial public offering, the
Company, on April 8, 1996, acquired the outstanding shares of
capital stock of (a) Advanced Fox Antenna, Inc., a Pennsylvania
corporation, from Stephen Rade and the Company issued to Mr. Rade
as consideration therefore 660,000 shares of the Common Stock of
the Company and (b) Tauber Electronics, Inc., a California
corporation, from Robert W. Tauber and the Company issued to
Mr. Tauber as consideration therefore 300,000 shares of the
Common Stock of the Company. On January 7, 1997, the Company
acquired the outstanding shares of the capital stock of Battery
Network, Inc., a __________ corporation, from William Steven
Sapp, James Sapp and Susan Grandt, their sister, and William
Schlessinger Sapp and Dolores Sapp, their parents (the "Sapp
Family") and the Company issued to them as consideration for
550,000 shares of the Common Stock of the Company.
Item 4. Purpose of Transaction
The securities covered in this Statement were originally acquired
by Messrs. Rade, Tauber and Sapp (the "Group") for the purpose of
investment in consideration for the sale of their respective
privately owned companies. No member of the Group has any
present plans or intentions to acquire or dispose of any
securities of the Issuer other than for the purpose of
investment.
On April 28, 1998, the Group was formed (see Item 6) when
Messrs. Rade, Sapp and Tauber each independently concluded that
their interests and the interests of other shareholders of the
Company would be furthered by seeking greater shareholder
representation on the board of directors. In that regard, the
Group was formed to remove by Board action or, if necessary, by
consent solicitation Warren Haber and John Teeger as directors of
the Company and to replace them with two independent directors,
Robert C. Meehan and Alan Kalish.
The Group plans to meet with the Board of Directors to seek a
resolution of the issues. However, if Messrs. Haber and Teeger
will not resign in favor of the independent directors selected by
the Group, the Group intends to conduct a consent solicitation
pursuant to Section 228 of the Delaware General Corporation Law
in order to obtain consents of greater than 50% of the issued and
outstanding Common Stock of the Company to remove Messrs. Haber
and Teeger and to replace them with Messrs. Meehan and Kalish.
Other than as described above, no member of the Group has any
present plans or proposals which relate to or would result in:
(i) any extraordinary corporate transaction, such
as merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(ii) the sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries;
Item 5. INTEREST IN THE SECURITIES OF THE ISSUER
1. (a) Stephen Rade beneficially owns 645,000 shares of
common stock (approximately 12.2% of the shares outstanding).
(b) Stephen Rade has sole power to vote and sole
authority to dispose or direct the disposition of 645,000 shares
of Common Stock. Mr. Rade does not share voting or dispositive
power with respect to any shares.
(c) Stephen Rade has not effected any transaction in
the shares of Common Stock during the past 60 days.
(d) Stephen Rade owns and presently has the right to
receive dividends from the shares of Common Stock subject to the
option.
(e) Not Applicable.
2. (a) Robert W. Tauber beneficially owns 245,000 shares
of common stock (approximately 5.2% of the shares outstanding).
(b) Robert W. Tauber has sole power to vote and sole
authority to dispose or direct the disposition of 245,000 shares
of Common Stock. Mr. Tauber does not share voting or dispositive
power with respect to any shares.
(c) Robert W. Tauber has not effected any transaction
in the shares of Common Stock during the past 60 days.
(d) Robert W. Tauber owns and presently has the right
to receive dividends from the shares of Common Stock subject to
the option.
(e) Not Applicable.
3. (a) William Schlessinger Sapp does not own any Common
Stock in the Company.
(b) Not applicable.
(c) William Schlessinger Sapp has not effected any
transaction in the shares of Common Stock during the past 60
days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or
Relationships with Respect to Securities of the Issuer
On April 28, 1998, Messrs. Rade, Tauber and Sapp entered into an
agreement to form a Group. The purpose of the Group is to elect
two independent directors in place of Warren Haber and John
Teeger. The Group will seek either through Board action or, if
necessary, by conducting a consent solicitation to elect
Robert C. Meehan and Alan Kalish, two independent directors, in
place of Messrs. Haber and Teeger. Messrs. Rade and Tauber have
executed consents (the "Consents") under Section 228 of the
Delaware General Corporation Law and have delivered the Consents
to the Company's registered agent in the state of Delaware.
Further, the Group has filed a preliminary consent solicitation
on Form 14A with the Commission in order to solicit the Consents
of other shareholders to remove Messrs. Haber and Teeger and to
replace then with two independent directors.
It is the Group's intent, if successful, to elect Mr. Rade as
Chairman of the Board of Directors, to remove Messrs. Haber and
Teeger from their positions as officers of the Company, to
terminate the contract of Founders Management Services, Inc. but
to retain the Company's directors (not affiliated with Founders
Management Services, Inc.) and current management as they exist
on April 28, 1998.
The Group believes that such a change in the board and the
management of the Company will permit the Company to pursue a
cohesive business plan, integrate operating subsidiaries, achieve
cost savings and economies of scale and increase sales,
profitability and shareholder value.
Other than as disclosed above, no person named in Item 2 herein
has any contract, arrangement, understanding or relationship
(legal or otherwise) with any person with respect to any
securities of the Issuer, including, but not limited to, transfer
or voting of any securities, finders' fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of
proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit A - Letter Agreement by and between Messrs. Rade, Tauber
and Sapp to form a group.
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.
April 28, 1998
/s/ Stephen Rade
/s/ Robert W. Tauber
/s/ William Schlessinger Sapp
<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the
joint filing with each other of the attached statement on
Schedule 13D and to all amendments to such statement and that
such statement and all amendments to such statement is made on
behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this
agreement on April 28, 1998.
/s/ Stephen Rade
/s/ Robert W. Tauber
/s/ William Schlessinger Sapp
EXHIBIT 1
Stephen Rade
3915 Somers Drive
Huntington Valley, PA 19006
April 28, 1998
Mr. Robert W. Tauber
2192 Harbour Heights Road
San Diego, CA 92109-1427
Mr. William Sapp, Sr.
17719 Old Winery Way
Poway, CA 92064
Re: Batteries Batteries Committee to Maximize Shareholder Value
Dear Bill and Bob:
We have each independently concluded that our respective
interests and the interests of the other shareholders of
Batteries Batteries, Inc. (the "Company") would be furthered by
seeking greater shareholder representation on the Company's board
of directors. The purpose of this letter is to set forth our
understanding with respect to the formation of a group (the
"Group") to elect two independent directors in place of Warren
Haber and John Teeger and to begin our quest to make Batteries
Batteries a profitable business.
We agree to form a Group to seek either through board action
or by conducting a consent solicitation under the Delaware
General Corporation Law (the "Consent Solicitation") to elect two
independent directors, upon whom we mutually agree, in place of
Warren and John. We will each sign a Written Consent with
respect to all of the shares of the Company's stock which we own
or have the right to authorizing the removal of Warren and John
and the election of the independent directors as their
successors.
We agree that the independent directors will not be employed
by the Company nor will they have any significant economic
relationship to the Company (other than through stock ownership
or customary director's fees to which they may be entitled).
They should not in any way be compromised from acting solely in
the best interests of the Company's shareholders.
To assist us with the Consent Solicitation process, we will
engage the law firm of Stevens & Lee to represent us in this
matter with respect to compliance with Securities and Exchange
Commission ("SEC") laws and regulations and related matters. We
will also engage the law firm of Connolly Bove Lodge & Lutz to
represent us in litigation matters that may arise or that we wish
to pursue in the Chancery Court of the State of Delaware.
Finally, we will engage Beacon Hill Partners, a proxy
solicitation firm, to assist us in the conduct of the Consent
Solicitation.
Contemporaneously with the signing of this letter, I will
contribute $24,000, Bill will contribute $24,000 and Bob will
contribute $8,000 toward the cost of the Consent Solicitation.
We agree to contribute, in the same ratio as above, any
additional funds that may be necessary to successfully complete
the Consent Solicitation process. If successful, we will seek
reimbursement from the Company of expenses incurred, although it
is doubtful that the Company's lender will allow reimbursement
until the Company achieves compliance with all ratios and other
financial covenants set forth in the loan agreement.
The name of our Group will be the Batteries Batteries
Committee to Maximize Shareholder Value. I will be the Chairman
of the Group. We will work together to assist in the Consent
Solicitation, make calls to beneficial owners and stockholders of
record of the Company and assist in preparation of the Consent
Solicitation, make calls to beneficial owners and stockholders of
record of the Company and assist in preparation of the Consent
Solicitation documents, fight letters and press releases.
Kindly indicate your agreement to form the Group on the
terms described above by signing and dating the enclosed copy of
this letter and returning it to me.
I look forward to working with you to make the Company a
successful and profitable business and to create a valuable
investment for each of us and for all of the Company's other
Shareholders.
Very truly yours,
/s/ Stephen Rade
Stephen Rade
Agreed to and accepted:
/s/ Robert W. Tauber
Robert W. Tauber
Dated: April 28, 1998
/s/ William Sapp, Sr.
William Sapp, Sr.
Dated: April 28, 1998
