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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.)*
OPEN PLAN SYSTEMS, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
683709-10-9
(CUSIP Number)
Stan A. Fischer, 4299 Carolina Avenue, Building C, Richmond, Virginia 23222
(804) 228-5600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 31, 1996
(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 [X]. (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 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, as amended (the "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 of 6 Pages
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 683709-10-9 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stan A. Fischer
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
Not Applicable (b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 1,118,870
SHARES ---------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,118,870
PERSON ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,118,870
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.1%
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14 TYPE OF REPORTING PERSON*
IN
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*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>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock, no par value per
share (the "Common Stock"), of Open Plan Systems, Inc. (the "Issuer"). The
address of the principal executive offices of the Issuer is 4299 Carolina
Avenue, Building C, Richmond, Virginia 23222.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The reporting person is Stan A. Fischer.
(b) The business address of Mr. Fischer is 4299 Carolina
Avenue, Building C, Richmond, Virginia 23222.
(c) Mr. Fischer is President and Chief Executive Officer of
the Issuer, whose address is set forth in Item 1 above.
(d) During the past five years, Mr. Fischer has not been
convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors.
(e) During the past five years, Mr. Fischer has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and has not been 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.
(f) Mr. Fischer is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds or other consideration used by Mr.
Fischer in making purchases of shares of the Issuer's Common Stock were as
follows:
(i) 1,062,042 shares of Common Stock were purchased for
approximately $76,000 between September 21, 1989 and August 1, 1995 with
personal funds; and
(ii) 56,828 shares of Common Stock were purchased for $568,280 on
May 31, 1996 with personal funds.
Page 3 of 6 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
The reporting person's purpose in acquiring Common Stock of the
Issuer is personal investment. In addition, Mr. Fischer may acquire additional
shares of the Issuer's Common Stock if the price is acceptable and personal
funds are available for such purchase.
There are no plans or proposals which the reporting person may
have which relate to or would result in:
(a) the disposition of securities of the Issuer;
(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 that 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;
(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 Securities and Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Page 4 of 6 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of shares of Common Stock beneficially
owned by Mr. Fischer is 1,118,870 or 27.1% of the issued and outstanding shares
of Common Stock on June 5, 1996 (4,129,933 shares).
(b) The reporting person possesses the sole power to vote and
dispose of all of the shares of Common Stock described in Item 5(a) above.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
Page 5 of 6 Pages
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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 5, 1996 /s/ Stan A. Fischer
STAN A. FISCHER
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
Page 6 of 6 Pages
