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OMB APPROVAL
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OMB Number: 3235-0145
UNITED STATES Expires: August 31, 1999
SECURITIES AND EXCHANGE COMMISSION Estimated average burden
Washington, D.C. 20549 hours per form .......14.90
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Orion Acquisition Corp. II
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
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(Title Class of Securities)
685924 102
- --------------------------------------------------------------------------------
(CUSIP Number)
MDB Capital Group LLC
100 Wilshire Boulevard
17th Floor
Santa Monica, California 90401
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 9, 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 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 |_|
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 ("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 15 Pages
<PAGE>
SCHEDULE 13D
- -------------------------- ---------------------------
CUSIP No. 685924102 Page 2 of 15 Pages
- -------------------------- ---------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
MDB Capital Group LLC
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(See Instructions)* (b) |x|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*(See Instructions)
WC - Working Capital
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of California
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
142,150
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 142,150
WITH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,150
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD
- -------------------------------------------------------------------------------
*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>
SCHEDULE 13D
- -------------------------- ---------------------------
CUSIP No. 685924102 Page 3 of 15 Pages
- -------------------------- ---------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Anthony DiGiandomenico
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(See Instructions)* (b) |x|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*(See Instructions)
PF - Personal Funds
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
19,225
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 142,150(1)
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 19,225
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
142,225(1)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
161,375
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
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.
(1) Held in trading account of MDB Capital Group LLC of which Reporting Person
is a member and an operating officer.
<PAGE>
SCHEDULE 13D
- -------------------------- ---------------------------
CUSIP No. 685924102 Page 4 of 15 Pages
- -------------------------- ---------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
James D. Bowyer
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(See Instructions)* (b) |x|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*(See Instructions)
PF - Personal Funds
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
53,400(1)
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 142,150(2)
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 53,400(1)
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
142,150(2)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
195,550
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
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.
(1) Includes 43,400 shares held in the James D. Bowyer Pension Plan of which
Reporting Person is the sole trustee.
(2) Held in trading account of MDB Capital Group LLC of which Reporting Person
is a member and an operating officer.
<PAGE>
SCHEDULE 13D
- -------------------------- ---------------------------
CUSIP No. 685924102 Page 5 of 15 Pages
- -------------------------- ---------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Christopher A. Marlett
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(See Instructions)* (b) |x|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*(See Instructions)
PF - Personal Funds
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
60,550
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 142,150(1)
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 60,550
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
142,150(1)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
202,700
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
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.
(1) Held in trading account of MDB Capital Group LLC of which Reporting Person
is a member and an operating officer.
<PAGE>
SCHEDULE 13D
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CUSIP No. 685924102 Page 6 of 15 Pages
- -------------------------- ---------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Dyana Williams Marlett
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(See Instructions)* (b) |x|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*(See Instructions)
PF - Personal Funds
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
25,000
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 25,000
WITH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
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>
SCHEDULE 13D
- -------------------------- ---------------------------
CUSIP No. 685924102 Page 7 of 15 Pages
- -------------------------- ---------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Leonard Rothstein
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(See Instructions)* (b) |x|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*(See Instructions)
PF - Personal Funds
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
10,000
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10,000
WITH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
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>
SCHEDULE 13D
- -------------------------- ---------------------------
CUSIP No. 685924102 Page 8 of 15 Pages
- -------------------------- ---------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
William Fioretti
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(See Instructions)* (b) |x|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*(See Instructions)
PF - Personal Funds
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
70,000
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 70,000
WITH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
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>
Item 1. Securities and Issuer
The class of equity securities to which this statement relates is the
Common Stock, $.01 par value, of Orion Acquisition Corp. II ("Company"), a
Delaware corporation, whose principal executive offices are located at 1430
Broadway, 13th Floor, New York, New York 10018.
Item 2 Identity and Background
This statement is filed on behalf of MDB Capital Group LLC, a limited
liability company organized and existing under the laws of the State of
California ("MDB"). This statement is also filed on behalf of Messrs.
Christopher A. Marlett ("C. Marlett"), James D. Bowyer ("Bowyer"), Anthony
DiGiandomenico ("DiGiandomenico"), Dyana Williams Marlett ("D. Marlett"),
Leonard Rothstein ("Rothstein"), and William Fioretti ("Fioretti"). C. Marlett,
Bowyer, DiGiandomenico, D. Marlett, Rothstein, Fioretti and MDB are collectively
referred to as the "Reporting Persons."
MDB's business address is 100 Wilshire Boulevard, 17th Floor,
Santa Monica, California 90401. MDB is a registered broker-dealer and investment
firm. C. Marlett, Bowyer and DiGiandomenico are the members of the limited
liability company, MDB. D. Marlett is the Chief Operating Officer of MDB. Each
of C. Marlett, Bowyer, DiGiandomenico, D. Marlett and Rothstein is a full-time
employee of MDB. C. Marlett and D. Marlett are husband and wife.
The business address of Fioretti is 6333 North Highway 161, Suite 350,
Irving, Texas 75038. Fioretti is the President of Agritech, Inc., a firm in the
bio-agricultural business.
MDB is a California limited liability company. Each of the Reporting
Persons who is an individual is a citizen of the United States.
None of MDB, C. Marlett, Bowyer, DiGiandomenico, D. Marlett, Rothstein
and Fioretti has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) during the last five years.
None of MDB, C. Marlett, Bowyer, DiGiandomenico, D. Marlett, Rothstein
and Fioretti has been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in any judgment, decree
or final order enjoining it from engaging in future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws during the last five years.
Page 9 of 15 Pages
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
MDB used corporate working capital funds to acquire the Common Stock
reported upon in this Schedule 13D as owned by it. C. Marlett, Bowyer,
DiGiandomenico, D. Marlett, Rothstein and Fioretti used personal funds to
acquire the Common Stock reported upon in this Schedule 13D as owned by them.
Each of these persons, if they make future purchases of the Common Stock, will
use their corporate or personal funds, as the case may be. None of the Reporting
Persons has borrowed and does not contemplate borrowing any funds to acquire
Common Stock.
Item 4. Purpose of Transactions
The Common Stock acquired by MDB prior to January 12, 1999 was acquired
in its trading account in the course of market-making activities as a registered
broker-dealer. The Common Stock acquired by MDB since January 12, 1999 was
acquired in its trading account. The Common Stock acquired by each of C.
Marlett, Bowyer and DiGiandomenico prior to January 12, 1999, was acquired as an
investment. The shares of Common Stock acquired since January 12, 1999 by the
Reporting Persons was acquired for investment purposes as well as for the
purpose of increasing the ownership percentage of the Company by the Reporting
Persons to effect the objectives set forth below in this "Item 4. Purpose of
Transaction."
The Company distributed a proxy statement dated December 8, 1998 to
solicit proxies on behalf of current management for a special meeting of
stockholders. The purpose of the meeting was to approve a plan of liquidation
and corporate dissolution of the Company. The proxy statement was received by
each of MDB, C. Marlett, Bowyer and DiGiandomenico, as beneficial owners, on
January 8, 1999. The meeting was scheduled for January 12, 1999 and was
postponed for a lack of quorum to January 20, 1999. The adjourned meeting was
held, but there continued to be a lack of quorum. Therefore, the Company
terminated its solicitation of proxies for a special meeting of stockholders.
Each of C. Marlett, Bowyer and DiGiandomenico determined that corporate
dissolution of the Company was not in their best interests. On many occasions
since January 12, 1999 C. Marlett and his representatives met with or had
telephone conferences with management and their representatives to propose
alternative actions to the plan of liquidation and corporate dissolution. The
Reporting Persons may undertake one or more of the actions set forth below.
(a) Each of the Reporting Persons plan to acquire additional
securities from time to time in the market or in private transactions. None of
these persons has any agreements to acquire any Common Stock at this time,
except as to MDB discussed below. Except as disclosed in this Schedule 13D, none
of these persons intends to dispose of any Common Stock now held or acquired in
the future.
MDB intends to acquire and dispose of Common Stock on a regular basis
to the extent permitted by law. MDB expects to increase its holdings of Common
Stock in its trading account over time. MDB may assign shares of Common Stock in
Page 10 of 15 Pages
<PAGE>
its trading account to its investment account or allocate or sell shares of
Common Stock to C. Marlett, Bowyer, DiGiandomenico, D. Marlett, Rothstein or
Fioretti or to other persons in the future.
(b) The Company was formed for the specific purpose of identifying an
operating business for acquisition and completing a merger or other business
combination with it. Each of the Reporting Persons intends to cause the Company
to continue this business objective. The Reporting Persons have not identified
at this time any business for acquisition and have no agreements or arrangements
for a merger or other business combination.
(c) The principal asset of the Company is cash. These funds are held
in an escrow account with Chase Manhattan Bank, N.A. and aggregate approximately
$9,100,000, plus interest earned since December 31, 1998. The Reporting Persons
intend to cause either a merger of the Company with another entity which will
terminate the escrow account or a termination of the escrow account other than
in connection with a merger. If the escrow account is terminated other than
because of a merger, the Reporting Persons intend to cause the distribution of a
significant portion of the funds as a return of capital and dividend income to
the holders of only those shares of the Common Stock issued in the initial
public offering of the Company on July 2, 1996. Funds currently in the escrow
account not distributed to certain holders of Common Stock may be constructively
transferred to another entity in connection with a merger or business
combination and will be used to fund the operations and pay the expenses of the
Company.
(d) The Reporting Persons intend to cause a change in all the current
directors of the Company and a concomitant change in the officers. It is the
current intention of the Reporting Persons to negotiate with management of the
Company to call a meeting of the stockholders for the purpose of electing a new
slate of directors. The Reporting Persons may propose as director nominees their
affiliates, themselves, or persons who they believe will be inclined to their
points of view. Notwithstanding the foregoing, it is possible that the entire
board of directors or control of the board of directors, may be changed by
filling vacancies of resigning persons or filling newly created vacancies. The
Reporting Persons may also accumulate sufficient shares of Common Stock to
effect the change of directors and officers by reason of having either a
significant controlling block or majority of the outstanding shares of Common
Stock.
(e) The Reporting Persons intend to cause a change in the capital
structure of the Company. The change may be effected by the elimination of some
or all of the outstanding classes of equity securities and/or by modification of
outstanding equity securities and the terms of outstanding options and warrants.
These changes may be effected through negotiation and/or shareholder action.
As discussed above, the Reporting Persons may effect a distribution of
some of the cash assets of the Company.
(f) The Reporting Persons intend to cause a change in the Certificate
of Incorporation to eliminate the requirement that a vote of two-thirds of the
outstanding shares of Common Stock of the Company are required to approve a
business combination. This will be done in the near future, prior to any
Page 11 of 15 Pages
<PAGE>
negotiations for a merger or other business combination. The effect of this may
be to permit the Company to enter into a merger or business combination without
the prior approval of the stockholders of the Company.
The Reporting Persons currently do not intend to make material changes
in the corporate structure, charter, bylaws, or corresponding instruments other
than as described above or take other actions which may impede the acquisition
of control of the Company by any person. Notwithstanding the foregoing,
circumstances may arise where it is advisable to make such changes. It is
expected that in connection with a merger or business combination there will be
changes to the constituent documents of the Company and introduction of various
anti-takeover provisions.
(g) The Reporting Persons do not intend to cause any class of
securities 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; or to cause a class of equity securities of the
Company becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934.
Item 5. Interest in Securities of the Issuer
MDB is the owner of 142,150 shares of Common Stock. All of the shares
are held in the trading account of MDB. MDB acquired an aggregate of 91,700
shares of Common Stock during the 60 days ending April 9, 1999. All of these
shares were acquired as set forth below. MDB currently beneficially owns 16.0%
of the outstanding shares of Common Stock.
DiGiandomenico owns 19,225 shares of Common Stock. DiGiandomenico has
sole voting and dispositive power over these shares. DiGiandomenico has shared
voting and dispositive power over the 142,150 shares of Common Stock owned by
MDB because he is a member of MDB and one of three operating persons of MDB.
DiGiandomenico is deemed to beneficially own 161,375 shares of Common Stock.
DiGiandomenico acquired an aggregate of 18,150 shares of Common Stock during the
60 days ending April 9, 1999 as set forth below.
DiGiandomenico currently beneficially owns 18.1% of the outstanding shares of
Common Stock.
Bowyer owns 10,000 shares of Common Stock directly and 43,400 shares of
Common Stock indirectly in the James D. Bowyer Pension Plan of which he is the
sole trustee. Bowyer has sole voting and dispositive power over 53,400 shares of
Common Stock. Bowyer has shared voting and dispositive power over the 142,150
shares of Common Stock owned by MDB because he is a member of MDB and one of the
three operating persons of MDB. Bowyer is deemed to beneficially own 195,550
shares of Common Stock currently representing 22.0% of the outstanding shares of
Common Stock.
C. Marlett owns 60,550 shares in the Christopher A. Marlett Living
Trust ("Trust") of which C. Marlett is the sole trustee. C. Marlett has sole
voting and dispositive power over 60,550 shares of Common Stock. C. Marlett has
shared voting and dispositive power over the 142,150 shares of Common Stock
owned by MDB because he is a member of MDB and one of the three operating
persons of MDB. C. Marlett is deemed to beneficially own 202,700 shares of
Page 12 of 15 Pages
<PAGE>
Common Stock. C. Marlett acquired 25,000 shares of Common Stock during the 60
days ending April 9, 1999 as set forth below. C. Marlett currently beneficially
owns 22.8% of the outstanding shares of Common Stock. C. Marlett disclaims
beneficial ownership of shares of Common Stock owned by D. Marlett, and those
shares are not included in the above amounts.
D. Marlett owns 25,000 shares of Common Stock directly. D. Marlett has
sole voting and dispositive power of the 25,000 shares of Common Stock which
currently represents 2.8% of the outstanding shares of Common Stock. D. Marlett
acquired an aggregate of 25,000 shares of Common Stock during the 60 days ending
April 9, 1999 as set forth below. D Marlett disclaims beneficial ownership of
the shares of Common Stock owned by C. Marlett, and those shares are not
included in the above amounts.
Rothstein owns 10,000 shares of Common Stock directly. Rothstein has
sole voting and dispositive power of the 10,000 shares of Common Stock which
currently represents 1.1% of the outstanding shares of Common Stock. Rothstein
acquired an aggregate of 10,000 shares of Common Stock during the 60 days ending
April 9, 1999 as set forth below.
Fioretti owns 70,000 shares of Common Stock directly. Fioretti has sole
and dispositive power of the 70,000 shares of Common Stock which currently
represents 7.9% of the outstanding shares of Common Stock. Fioretti acquired an
aggregate of 70,000 shares of Common Stock during the 60 days ending April 9,
1999 as set forth below.
Together the Reporting Persons have the right to vote and to dispose of
an aggregate of 380,325 shares of Common Stock currently representing 42.7% of
the outstanding shares of Common Stock.
The following is the report of purchases made during the 60 days
preceding April 9, 1999, by each of the Reporting Persons, including the date of
the transaction, number of shares of Common Stock acquired, and price per share.
All purchases were effected on the OTC Bulletin Board as open market purchases.
Reporting Date of Number of Acquired /
Person Transaction Shares Sold Price
- ---------- ----------- --------- --------- --------
MDB 2/26/99 200 A $ 8.625
MDB 3/8/99 2,000 A $ 9.3125
MDB 3/23/99 3,000 A $10.00
MDB 3/23/99 19,500 A $10.0625
MDB 3/24/99 6,000 A $10.00
MDB 4/1/99 16,000 A $10.125
Page 13 of 15 Pages
<PAGE>
Reporting Date of Number of Acquired /
Person Transaction Shares Sold Price
- ---------- ----------- --------- --------- --------
MDB 4/9/99 45,000 A $11.00
C. Marlett 3/25/99 25,000 A $10.125
D. Marlett 3/13/99 2,500 A $ 9.50
D. Marlett 3/22/99 1,000 A $ 9.5625
D. Marlett 3/23/99 10,000 A $ 9.875
D. Marlett 3/24/99 1,500 A $10.00
D. Marlett 4/1/99 10,000 A $10.125
Rothstein 3/24/99 10,000 A $10.00
DiGiandomenico 3/24/99 13,150 A $10.00
DiGiandomenico 4/1/99 5,000 A $10.125
Fioretti 3/31/99 30,000 A $10.125
Fioretti 4/1/99 40,000 A $10.125
Item 6. Contracts, Agreements, Understandings or Relationship with Respect to
Securities of Issuer
There are no agreements, contracts or arrangements among the Reporting
Persons with respect to the Common Stock except as disclosed in this Schedule
13D. MDB is a limited liability company of which C. Marlett, Bowyer and
DiGiandomenico are the sole members and the three operating persons.
Item 7. Materials to be Filed as Exhibits
(10.1) Third Amended Joint Filing Agreement dated as of April 9, 1999
among MDB Capital Group LLC, Christopher A. Marlett, James D.
Bowyer, Anthony DiGiandomenico, Dyana Williams Marlett, Leonard
Rothstein and William Fioretti.
Page 14 of 15 Pages
<PAGE>
SIGNATURES
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.
Dated: April 12, 1999
MDB Capital Group LLC
/s/ Christopher A. Marlett
--------------------------------------------
By: Christopher A. Marlett, Authorized Signatory
/s/ Christopher A. Marlett
--------------------------------------------
Christopher A. Marlett
/s/ James D. Bowyer
--------------------------------------------
James D. Bowyer
/s/ Anthony DiGiandomenico
-------------------------------------------
Anthony DiGiandomenico
/s/ Dyana Williams Marlett
-------------------------------------------
Dyana Williams Marlett
/s/ Leonard Rothstein
-------------------------------------------
Leonard Rothstein
/s/ William Fioretti
-------------------------------------------
William Fioretti
Page 15 of 15 Pages
<PAGE>
EXHIBIT 10.1
Third Amended and Restated Joint Filing Agreement
Agreement dated as of April 9, 1999, among MDB Capital Group LLC,
Christopher A. Marlett, James D. Bowyer, Anthony DiGiandomenico, Dyana Williams
Marlett, Leonard Rothstein and William Fioretti (collectively, the "Parties").
Each of the Parties hereto represents to the other Parties that it is
eligible to use Schedule 13D to report its beneficial interest in shares of
common stock, $.01 par value per share, of Orion Acquisition Corp. II. owned of
record by the MDB Capital Group LLC ("Schedule 13D") and it will file the
Schedule 13D on behalf of itself.
Each of the Parties agrees to be responsible for the timely filing of
the Schedule 13D and any and all amendments thereto and for the completeness and
accuracy of the information concerning itself contained in the Schedule 13D, and
the other Parties to the extent it knows or has reason to believe that any
information about the other Parties is inaccurate.
MDB Capital Group LLC
/s/ Christopher A. Marlett
--------------------------------------------
By: Christopher A. Marlett, Authorized Signatory
/s/ Christopher A. Marlett
--------------------------------------------
Christopher A. Marlett
/s/ James D. Bowyer
--------------------------------------------
James D. Bowyer
/s/ Anthony DiGiandomenico
-------------------------------------------
Anthony DiGiandomenico
/s/ Dyana Williams Marlett
-------------------------------------------
Dyana Williams Marlett
/s/ Leonard Rothstein
-------------------------------------------
Leonard Rothstein
/s/ William Fioretti
-------------------------------------------
William Fioretti
