<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Aztec Technology Partners, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
05480L101
- --------------------------------------------------------------------------------
(CUSIP Number)
Jonathan J. Ledecky
800 Connecticut Avenue, NW
Suite 1111
Washington, DC 20006
(202) 261-6020
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 11, 1999
- --------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 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 (S)240.13d-7(b) 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).
(Continued on following pages)
(Page 1 of 7 pages)
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 05480L101 Page 2 of 7 Pages
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jonathan J. Ledecky
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
1,277,906
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
1,277,906
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,277,906
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
- ---------------------- ------------------
CUSIP No. 05480L101 Page 3 of 7 Pages
- ---------------------- ------------------
Item 1 Security and Issuer
This statement relates to the common stock, par value $.001 per share
(the "Common Stock") of Aztec Technology Partners, Inc. (the "Issuer"). The
address of the principal executive offices of the Issuer is 50 Braintree Hill
Office Park, Suite 220, Braintree, Massachusetts, 02184.
Item 2 Identity and Background
This statement is filed by Jonathan J. Ledecky ("Ledecky"), an
individual. Ledecky's business address is 800 Connecticut Avenue, NW, Suite
1111, Washington, DC 20006. Ledecky's principal occupation is to make
investments. Ledecky is a citizen of the United States of America.
During the past five years, Ledecky (1) has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and
(2) has not been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which Ledecky was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3 Source and Amount of Funds or Other Consideration
Ledecky holds stock options pursuant to which he has the right to
purchase 865,121 shares of Common Stock at an exercise price of $3.96875 per
share. The options become exercisable on June 10, 1999. Under Rule 13d-
3(d)(1), Ledecky is deemed to beneficially own all securities which he has the
right to acquire within 60 days. Accordingly, Ledecky is deemed to be the
beneficial owner, for Rule 13d-3(d)(1) purposes, of the 865,121 shares of Common
Stock subject to his stock options as of April 11, 1999.
Item 4 Purpose of Transaction
Ledecky holds the Common Stock for investment purposes. Ledecky,
however, reserves the right to and may in the future change his purpose with
respect to this investment. Depending on market conditions and other factors
(including evaluation of the Issuer's businesses and prospects, availability of
funds, alternative uses of funds and general economic conditions), Ledecky may
from time to time acquire additional securities of the Issuer or dispose of all
or a portion of its investment in the Issuer.
Ledecky is a director of the Issuer. Ledecky presently has no plans
or proposals (other than to the extent of his participation in the deliberations
of the Issuer's Board of Directors) which relate to or would result in any of
the following:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
<PAGE>
- ---------------------- ------------------
CUSIP No. 05480L101 Page 4 of 7 Pages
- ---------------------- ------------------
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, 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 Issuer;
(f) Any other material change in the Issuer's business or corporate
structure, including but not limited to, if the Issuer is a registered closed-
end investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by section 13 of the Investment
Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5 Interest in Securities of the Issuer
(a) Ledecky is the beneficial owner of 1,277,906 shares of Common
Stock, of which 412,785 are outstanding and 865,121 are issuable to Ledecky upon
the exercise of outstanding options. Ledecky beneficially owns approximately
5.6% of the Common Stock (assuming there are 22,017,314 shares of Common Stock
outstanding).
(b) Ledecky has sole voting and dispositive power over all of the
shares of Common Stock he beneficially owns.
(c) On March 15, 1999, Ledecky purchased 15,000 shares of Common
Stock in the open market at a purchase price of $4.50 per share. Except as
otherwise set forth in this statement, Ledecky has not effected any transactions
in the Common Stock during the past 60 days.
<PAGE>
- ---------------------- ------------------
CUSIP No. 05480L101 Page 5 of 7 Pages
- ---------------------- ------------------
(d) No person other than Ledecky has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Common Stock beneficially owned by Ledecky.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
As described in Item 3, Ledecky holds stock options to purchase
865,121 shares of Common Stock. The options, which have an exercise price of
$3.96875 per share, become exercisable on June 10, 1999 and expires on June 10,
2008.
Item 7 Material to be Filed as Exhibits
Exhibit Description
- ------- -----------
1 Incentive Stock Option Agreement Granted Under 1998 Stock Incentive
Plan, dated as of December 14, 1998, by and between the Issuer and
Ledecky.
2 Nonstatutory Stock Option Agreement Granted Under 1998 Stock Incentive
Plan, dated as of December 14, 1998, by and between the Issuer and
Ledecky
<PAGE>
- ---------------------- ------------------
CUSIP No. 05480L101 Page 6 of 7 Pages
- ---------------------- ------------------
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: May 25, 1999 By: /s/ Jonathan J. Ledecky
-------------------------------------------
Jonathan J. Ledecky
<PAGE>
- ---------------------- ------------------
CUSIP No. 05480L101 Page 7 of 7 Pages
- ---------------------- ------------------
EXHIBIT INDEX
-------------
Exhibit Description
- ------- -----------
1 Incentive Stock Option Agreement Granted Under 1998 Stock Incentive
Plan, dated as of December 14, 1998, by and between the Issuer and
Ledecky.
2 Nonstatutory Stock Option Agreement Granted Under 1998 Stock Incentive
Plan, dated as of December 14, 1998, by and between the Issuer and
Ledecky
<PAGE>
EXHIBIT 1
AZTEC TECHNOLOGY PARTNERS, INC.
INCENTIVE STOCK OPTION AGREEMENT
GRANTED UNDER 1998 STOCK INCENTIVE PLAN
In accordance with the stock option exchange program of Aztec Technology
Partners, Inc., a Delaware corporation (the "Company") and pursuant to the
election by Jonathan J. Ledecky, an employee of the Company (the "Participant"),
to exchange certain options previously granted by the Company to the
Participant, this agreement supersedes and replaces a previously issued
agreement, dated June 10, 1998, granting the Particpant an option to purchase
10,126 shares of common stock, $0.001 par value per share, of the Company
("Common Stock") at $9.875 per share (the "Cancelled Agreement"). The issuance
of this agreement by the Company to the Participant effectively cancels and
renders void the Cancelled Agreement.
1. Grant of Option.
---------------
This agreement evidences the grant by the Company on December 14, 1998 to the
Participant, of an option to purchase, in whole or in part, on the terms
provided herein and in the Company's 1998 Stock Incentive Plan (the "Plan"), a
total of 5,276 shares (the "Shares") of Common Stock at $3.96875 per Share, with
a vesting date of June 10, 1998 (the "Vesting Date"). Unless earlier
terminated, this option shall expire ten years from the Vesting Date (the "Final
Exercise Date").
It is intended that the option evidenced by this agreement shall be an incentive
stock option as defined in Section 422 of the Internal Revenue Code of 1986, as
amended and any regulations promulgated thereunder (the "Code"). Except as
otherwise indicated by the context, the term "Participant", as used in this
option, shall be deemed to include any person who acquires the right to exercise
this option validly under its terms.
2. Vesting Schedule.
----------------
This option will vest as to one hundred percent (100%) of the Shares on June 10,
1998; provided, however, that such options shall not be exercisable until June
-------- -------
10, 1999.
3. Exercise of Option.
------------------
a. Form of Exercise. Each election to exercise this option shall be in
----------------
writing, signed by the Participant, and received by the Company at its principal
office, accompanied by this agreement, and payment in full in the manner
provided in the Plan. The Participant may purchase less than the number of
shares covered hereby, provided that no partial exercise of this option may be
for any fractional share.
<PAGE>
b. Termination of Option. Except as set forth in Section 3(c) below, the
---------------------
right to exercise this option shall terminate upon the Final Exercise Date.
c. Option Subject to Terms of Employment Agreement. The exercisability
-----------------------------------------------
of his option is subject to the terms and conditions contained in the
employment agreement between the Company and the Participant dated as of June
10, 1998.
4. Withholding.
-----------
No Shares will be issued pursuant to the exercise of this option unless and
until the Participant pays to the Company, or makes provision satisfactory to
the Company for payment of, any Federal, state or local withholding taxes
required by law to be withheld in respect of this option. This withholding
obligation may be satisfied by the Participant transferring to the Company
sufficient options underlying shares of stock such that the differential between
the exercise price and the market price of such shares of stock, when multiplied
by the number of options transferred, equals the withholding obligation.
5. Nontransferability of Option.
----------------------------
This option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the Participant.
6. Provisions of the Plan.
----------------------
This option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this option.
IN WITNESS WHEREOF, the Company has caused this option to be executed under its
corporate seal by its duly authorized officer. This option shall take effect as
a sealed instrument.
AZTEC TECHNOLOGY PARTNERS, INC.
Dated as of December 14, 1998 By: /s/ Douglas R. Johnson
------------------------------
Douglas R. Johnson
Chief Financial Officer,
Executive Vice President,
Treasurer and Secretary
<PAGE>
PARTICIPANT'S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the terms and
conditions thereof. The undersigned hereby acknowledges receipt of a copy of
the Company's 1998 Stock Incentive Plan.
PARTICIPANT:
_________________________________________
Signature
Address: ________________________________
________________________________
________________________________
<PAGE>
EXHIBIT 2
AZTEC TECHNOLOGY PARTNERS, INC.
NONSTATUTORY STOCK OPTION AGREEMENT
GRANTED UNDER 1998 STOCK INCENTIVE PLAN
In accordance with the stock option exchange program of Aztec Technology
Partners, Inc., a Delaware corporation (the "Company") and pursuant to the
election by Jonathan J. Ledecky, an employee of the Company (the "Participant"),
to exchange certain options previously granted by the Company to the Particpant,
this agreement supersedes and replaces a previously issued agreement, dated June
10, 1998, granting the Participant an option to purchase 1,650,374 shares of
common stock, $0.001 par value per share, of the Company ("Common Stock") at
$9.875 per share (the "Cancelled Agreement"). The issuance of this agreement by
the Company to the Participant effectively cancels and renders void the
Cancelled Agreement.
1. Grant of Option.
---------------
This agreement evidences the grant by the Company on December 14, 1998 to the
Participant, of an option to purchase, in whole or in part, on the terms
provided herein and in the Company's 1998 Stock Incentive Plan (the "Plan"), a
total of 859,845 shares (the "Shares") of Common Stock at $3.96875 per Share,
with a vesting date of June 10, 1998 (the "Vesting Date"). Unless earlier
terminated, this option shall expire ten years from the Vesting Date (the "Final
Exercise Date").
It is intended that the option evidenced by this agreement shall not be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended and any regulations promulgated thereunder (the "Code").
Except as otherwise indicated by the context, the term "Participant", as used in
this option, shall be deemed to include any person who acquires the right to
exercise this option validly under its terms.
2. Vesting Schedule.
----------------
This option will vest as to one hundred percent (100%) of the Shares on June 10,
1998; provided, however, that such options shall not be exercisable until June
-------- -------
10, 1999.
3. Exercise of Option.
------------------
a. Form of Exercise. Each election to exercise this option shall be in
----------------
writing, signed by the Participant, and received by the Company at its principal
office, accompanied by this agreement, and payment in full in the manner
provided in the Plan. The Participant may purchase less than the number of
shares covered hereby, provided that no partial exercise of this option may be
for any fractional share.
<PAGE>
b. Termination of Option. Except as set forth in Section 3(c) below, this
---------------------
option shall terminate after the Final Exercise Date.
c. Option Subject to Terms of Employment Agreement. The exercisability of
-----------------------------------------------
this option is subject to the terms and conditions contained in the employment
agreement between the Participant and the Company dated as of June 10, 1998.
4. Withholding.
-----------
No Shares will be issued pursuant to the exercise of this option unless and
until the Participant pays to the Company, or makes provision satisfactory to
the Company for payment of, any Federal, state or local withholding taxes
required by law to be withheld in respect of this option. This withholding
obligation may be satisfied by the Participant transferring to the Company
sufficient options underlying shares of stock such that the differential between
the exercise price and the market price of such shares of stock, when multiplied
by the number of options transferred, equals the withholding obligation.
5. Transferability of Option.
-------------------------
This option may be sold, assigned, transferred, pledged or otherwise encumbered
by the Participant to any person or entity.
6. Provisions of the Plan.
----------------------
This option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this option. Notwithstanding the foregoing,
this option shall not be subject to any adjustment for anti-dilution other than
for stock splits (including reverse stock splits) and stock dividends.
IN WITNESS WHEREOF, the Company has caused this option to be executed under its
corporate seal by its duly authorized officer. This option shall take effect as
a sealed instrument.
AZTEC TECHNOLOGY PARTNERS, INC.
Dated as of December 14, 1998 By: /s/ Douglas R. Johnson
-------------------------------
Douglas R. Johnson
Chief Financial Officer, Executive
Vice President, Treasurer and
Secretary
<PAGE>
PARTICIPANT'S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the terms and
conditions thereof. The undersigned hereby acknowledges receipt of a copy of
the Company's 1998 Stock Incentive Plan.
PARTICIPANT:
_________________________________________
Signature
Address: ________________________________
________________________________
________________________________
