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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Uniflex, Inc.
--------------------
(Name of Issuer)
Common Stock, $0.10 par value per share
------------
(Title of Class of Securities)
904711108
-----------------------
(CUSIP Number)
Uniflex Acquisition Corp.
(subsequently merged into Uniflex, Inc.)
c/o RFE Investment Partners
36 Grove Street
New Canaan, CT 06840
Attention: James A. Parsons, President
with copies to:
Charles J. Downey III, Esq. Thomas More Griffin, Esq. David Allan Miller, Esq.
Finn Dixon & Herling LLP Battle Fowler LLP Graubard Mollen & Miller
One Landmark Square 75 East 55th Street 600 Third Avenue
Stamford, CT 06901 New York, NY 10022 New York, NY 10016
(203) 325-5000 (212) 856-7000 (212) 818-8881
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 30, 1999
-----------------------------------------
(Date of Event which Requires Filing of this Statement)
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Page 2 of 16 Pages
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 [section][section] 240.13d-1(3), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See [section] 240.13d-7(b) for
other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes 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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Page 3 of 16 Pages
CUSIP NO. 904711108 13D*
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Uniflex Acquisition Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF
SHARES 0*
BENEFICIALLY -------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0*
PERSON -------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
0*
-------------------------------------------------
10. SHARED DISPOSITIVE POWER
0*
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
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Page 4 of 16 Pages
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO
* As of the Effective Time (as defined in the Merger Agreement) of the
Merger (as defined in the Merger Agreement), Uniflex Acquisition Corp.
merged with and into Uniflex, Inc., with Uniflex, Inc. being the
surviving corporation in the merger.
As a result of the Merger, at the Effective Time, each share of Common
Stock held by the Company's stockholders (other than Treasury
Securities and Dissenting Shares (each as defined in the Merger
Agreement) and other than Retained Shares (as defined in the Merger
Agreement), which Retained Shares represent approximately 51% of the
total outstanding shares of Surviving Corporation Common Stock (as
defined in the Merger Agreement)) were converted into the right to
receive $7.57 in cash. Also as a result of the Merger, the issued and
outstanding shares of Acquisition were converted into approximately
49.0% of the total outstanding shares of Surviving Corporation Common
Stock, and RFE VI SBIC, the sole stockholder of Acquisition, now owns
approximately 49% of the issued and outstanding shares of Surviving
Corporation Common Stock.
Accordingly, cover pages are omitted for all other Reporting Persons,
who hold only those shares of Surviving Corporation Common Stock
issued to them, if any.
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Page 5 of 16 Pages
Amendment No. 1 to Statement on Schedule 13D
This Amendment No.1 to the Statement on Schedule 13D (the "Schedule
13D"), dated March 9, 1999, relates to the beneficial ownership of the common
stock, par value $0.10 per share (the "Common Stock"), of Uniflex, Inc., a
Delaware corporation (the "Company"). This Amendment No. 1 to Schedule 13D is
being filed on behalf of the Reporting Persons (as defined below). Items 3, 4, 5
and 7 of the Schedule 13D are hereby amended and restated in their entirety as
set forth below:
ITEMS 3, 4 and 5. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION; PURPOSE OF
TRANSACTION; INTEREST IN SECURITIES OF THE COMPANY
On March 5, 1999, Acquisition entered into an Agreement and Plan of
Merger and Recapitalization (the "Merger Agreement") with the Company providing
for the merger (the "Merger") of Acquisition with and into the Company, with the
Company being the surviving corporation in the Merger.
On June 30, 1999, the Company issued the press release announcing the
consummation of the Merger, the agreement for which was previously reported on
this statement on Schedule 13D. The press release is attached hereto as Exhibit
12 and incorporated herein in its entirety by this reference. Also incorporated
by reference are the Schedule 13E-3 filed in connection with the Merger, as
amended to date, and the following sections of the Proxy Statement given to
stockholders of the Company in connection with the Merger: "Summary--Terms of
the Merger," "--Financing Arrangements," "Interests of Certain Persons in The
Merger," "--Material Effects of the Merger," "Special Factors -- Interests of
Certain Persons in the Merger," "Material Effects of the Merger," "Financing of
the Merger," and "Directors and Executive Officers of the Surviving
Corporation."
Trading in the Common Stock has ceased on the American Stock Exchange.
By operation of the rules of the American Stock Exchange and Rule 12d-2
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, it is anticipated that the Common Stock will
become eligible for termination of registration pursuant to the Act.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 12 Press Release (incorporated by reference to Exhibit 99.1
to the Company's Current Report on Form 8-K dated June 30, 1999).
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Page 6 of 16 Pages
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.
Date: June 30, 1999
RFE VI SBIC, L.P.
By: RFE Associates VI SBIC, LLC,
its General Partner
By: RFE Investment Partners VI, L.P.,
its sole member
By: RFE Associates VI, LLC,
its General Partner
By: /s/ James A. Parsons
--------------------------------
Name: James A. Parsons
Title: Managing Member
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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.
Date: June 30, 1999
RFE ASSOCIATES VI SBIC, LLC
By: RFE Investment Partners VI, L.P.,
its sole member
By: RFE Associates VI, LLC,
its General Partner
By: /s/ James A. Parsons
-------------------------------
Name: James A. Parsons
Title: Managing Member
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Page 8 of 16 Pages
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.
Date: June 30, 1999
RFE INVESTMENT PARTNERS VI, L.P.
By: RFE Associates VI, LLC,
its General Partner
By: /s/ James A. Parsons
----------------------------
Name: James A. Parsons
Title: Managing Member
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Page 9 of 16 Pages
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.
Date: June 30, 1999
RFE ASSOCIATES VI, LLC
By: /s/ James A. Parsons
---------------------------------
Name: James A. Parsons
Title: Managing Member
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Page 10 of 16 Pages
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.
Date: June 30, 1999
CMCO, INC.
By: /s/ Robert Davidoff
---------------------------------
Name: Robert Davidoff
Title: Vice President
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Page 11 of 16 Pages
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.
Date: June 30, 1999
STERLING/CARL MARKS CAPITAL, INC.
By: /s/ Harvey Granat
--------------------------------
Name: Harvey Granat
Title: President
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Page 12 of 16 Pages
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.
Date: June 30, 1999
CMNY CAPITAL, L.P.
By: /s/ Robert Davidoff
--------------------------------
Name: Robert Davidoff
Title: General Partner
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Page 13 of 16 Pages
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.
Date: June 30, 1999
/s/ Robert Davidoff
--------------------------------
Robert Davidoff
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Page 14 of 16 Pages
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.
Date: June 30, 1999
/s/ Robert K. Semel
--------------------------------
Robert K. Semel
FRANCES M. SEMEL, as custodian
for Scott V. Eckstein
/s/ Frances M. Semel
--------------------------------
Name: Frances M. Semel
Title: Custodian
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Page 15 of 16 Pages
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.
Date: June 30, 1999
/s/ Herbert Barry
--------------------------------
Herbert Barry
/s/ Betty Lou Barry
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Betty Lou Barry
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Page 16 of 16 Pages
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.
Date: June 30, 1999
Warner J. Heuman
Elaine B. Heuman
Erich K. Vetter
Elliot L. Berger
Lee B. Cantor
Melissa H. Cantor
Hy L. Brownstein
Judith R. Brownstein
Neil S. Sklar
/s/ Robert K. Semel
--------------------------------
By: Robert K. Semel
Title: Attorney in Fact
