SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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 [ ].
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 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
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 [ ]
12.2%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
AMENDMENT 1
TO
SCHEDULE 13D
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION
ITEM 1. SECURITY AND ISSUER.
Common Stock, par value $.001 per share.
Batteries, Inc. (the "Company")
c/o Founders Equity
711 Fifth Avenue
New York, New York 10022
ITEM 2. IDENTITY AND BACKGROUND.
1. (a) Name: Stephen Rade
(b) Residence: 3915 Somers Drive
Huntingdon Valley, PA 19006
(c) Principal Occupation Vice President and Director of
and Business Address: the Company
(d) Criminal Conviction: Not Applicable
(e) Civil Proceeding: Not Applicable
(f) Citizenship United States
During the last five years, Mr. Rade: (i) has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors); or (ii) was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which proceeding he was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
United States federal or state securities laws, or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Concurrently with the Company's initial public offering, the
Company, on April 8, 1996, acquired the outstanding shares of the
capital stock of Advanced Fox Antenna, Inc., a Pennsylvania
corporation ("AFA"), from Stephen Rade who owned the shares for
more than five years. As part of the consideration, the Company
issued to Mr. Rade 660,000 shares of the Common Stock, par value
$.001 of the Company.
ITEM 4. PURPOSE OF TRANSACTION.
The securities covered in this Statement were originally
acquired by Mr. Rade in consideration for the sale of the capital
stock of his privately-owned company for the purpose of
investment.
On April 28, 1998, Mr. Rade together with William
Schlessinger Sapp, and Robert W. Tauber (the "Group") 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.
Mr. Rade also reserves his right to increase his beneficial
ownership through the acquisition or additional shares and to
sell all or a portion of his shares in the over-the-counter
market, or in privately negotiated sales or by means of a merger,
consolidation or sale of the assets of the Company. Except for
the foregoing, Mr. Rade does not have a plan or proposal which
relates to or would result in:
(a) The acquisition by any person of additional
securities of the Company, or the disposition of
securities of the Company;
(b) An extraordinary corporate transaction such as a
merger, reorganization or liquidation involving the
Company or any of its subsidiaries;
(c) A sale of transfer of a material amount of assets
of the Company or any of its subsidiaries;
(d) Any other change, except as expressed herein, in
the present Board of Directors or management of the
Company, including any plans or proposals to change the
number or term of Directors or to fill any existing
vacancies on the Board.
(e) Any material change in the present capitalization
or dividend policy of the Company;
(f) Any other material change in the present
capitalization or dividend policy of the Company;
(g) Changes in the Company's charter, by-laws, or
instruments corresponding thereto or other actions
which may impede the acquisition of control of the
Company by any person;
(h) Causing the Common Stock to cease to be authorized
to be quoted in the inter-dealer quotation system of
the National Association of Securities Dealers, Inc.;
(i) Although the Common Stock may be eligible for
termination of registration pursuant to
Section 12(g)(4) of the Securities Act of 1933, to have
such registration terminated; or
(j) Any action similar to any of those enumerated
above.
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 sixty (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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
On April 28, 1998, Mr. Rade together with Robert W. Tauber
and William Schlessinger 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 pursuant to Regulation 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 rest of the Company's directors (not affiliated
with Founders Management, Inc.) and current management.
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, consolidate several operating
subsidiaries, achieve cost savings and economies of scale and
increase sales, profitability and shareholder value.
Mr. Rade is employed by the Company under a three-year
employment agreement, the details of which are described at
Item 6 of Mr. Rade's Form 13D, previously filed with the
Commission on April 8, 1996 and which is incorporated hereby by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibits
(1) Copy of the Agreement and Plan of Merger relating to
acquisition of the outstanding capital stock of
Advanced Fox Antenna, Inc.*
(2) Copy of Employment Agreement between the Company and
Stephen Rade*
(3) Copy of letter agreement dated April 28, 1998 forming
the Group.
* Attached to original 13D filed April 8, 1996 and
incorporated herein by reference.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of his knowledge
and belief, the undersigned certifies that the information set
forth in this Amendment is true, complete and correct.
Date: April 30, 1998
/s/ Stephen Rade
Stephen Rade
EXHIBIT 3
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
