ORION ACQUISITION CORP II
SC 13D, 1999-01-20
BLANK CHECKS
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                                               -------------------------------
                                               OMB APPROVAL
                                               -------------------------------
                                               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
                                               -------------------------------


                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                               (Amendment No. ___)



                           Orion Acquisition Corp. II
                    -------------------------------------
                                (Name of Issuer)


                          Common Stock, $.01 par value
                    -------------------------------------
                           (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)


                                January 12, 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 9.

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 11 Pages

<PAGE>




                                  SCHEDULE 13D
- -------------------------                          ---------------------------
CUSIP No. 685924102                                  Page 2 of 11 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 (See Instructions)*
                                                                         (a)
                                                                         (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) 9

- -------------------------------------------------------------------------------
6         CITIZENSHIP OR PLACE OF ORGANIZATION

          State of California
- -------------------------------------------------------------------------------
                           7      SOLE VOTING POWER

                                  48,450
        NUMBER OF         -----------------------------------------------------
         SHARES            8      SHARED VOTING POWER
      BENEFICIALLY
        OWNED BY          -----------------------------------------------------
          EACH             9      SOLE DISPOSITIVE POWER
        REPORTING
         PERSON                     48,450
          WITH            -----------------------------------------------------
                           10     SHARED DISPOSITIVE POWER

- -------------------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          48,450
- -------------------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

- -------------------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          5.4%
- -------------------------------------------------------------------------------
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 11 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 (See Instructions)*
                                                                         (a)
                                                                         (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) 9

- -------------------------------------------------------------------------------
6         CITIZENSHIP OR PLACE OF ORGANIZATION

          United States Citizen
- -------------------------------------------------------------------------------
                           7      SOLE VOTING POWER

                                  1,000
        NUMBER OF          ----------------------------------------------------
         SHARES            8      SHARED VOTING POWER
      BENEFICIALLY
        OWNED BY                   48,450(1)
          EACH             ----------------------------------------------------
        REPORTING          9      SOLE DISPOSITIVE POWER
         PERSON
          WITH                    1,000 
                           ----------------------------------------------------
                           10     SHARED DISPOSITIVE POWER

                                  48,450(1)
- -------------------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          49,450
- -------------------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

- -------------------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          5.6%
- -------------------------------------------------------------------------------
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 11 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 (See Instructions)*
                                                                          (a)
                                                                          (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) 9

- -------------------------------------------------------------------------------
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                  48,450(2)
          EACH             ----------------------------------------------------
        REPORTING          9      SOLE DISPOSITIVE POWER
         PERSON
          WITH                    53,400(1)
                           ----------------------------------------------------
                           10     SHARED DISPOSITIVE POWER

                                  48,450(2)
- -------------------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          101,850
- -------------------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*


- -------------------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          11.4%
- -------------------------------------------------------------------------------
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 11 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 (See Instructions)*
                                                                         (a)
                                                                         (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) 9

- -------------------------------------------------------------------------------
6         CITIZENSHIP OR PLACE OF ORGANIZATION

          United States Citizen
- -------------------------------------------------------------------------------
                           7      SOLE VOTING POWER

                                  35,550
        NUMBER OF          ----------------------------------------------------
         SHARES            8      SHARED VOTING POWER
      BENEFICIALLY
        OWNED BY                  48,450(1)
          EACH             ----------------------------------------------------
        REPORTING          9      SOLE DISPOSITIVE POWER
         PERSON
          WITH                     35,550
                           ----------------------------------------------------
                           10     SHARED DISPOSITIVE POWER

                                  48,450(1)
- -------------------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          84,000
- -------------------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

- -------------------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          9.4%
- -------------------------------------------------------------------------------
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>


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 corporation organized and existing under the laws of the State of
[California] ("MDB"). MDB's business address is 100 Wilshire Boulevard, 17th
Floor, Santa Monica, California 90401. MDB is a registered broker-dealer and
investment firm.

         This statement is also filed on behalf of Messrs. Christopher A.
Marlett ("Marlett"), James D. Bowyer ("Bowyer") and Anthony DiGiandomenico
("DiGiandomenico"), all of whom are the members of the limited liability
corporation, MDB. Each of these persons is a full-time employee of MDB at the
above address. Each of these persons is a United States citizen. Marlett,
Bowyer, DiGiandomenico and MDB are collectively referred to as the "Reporting
Persons."

         Neither MDB nor Marlett nor Bowyer nor DiGiandomenico has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) during the last five years.

         Neither MDB nor Marlett nor Bowyer nor DiGiandomenico 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.


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. Marlett, Bowyer and
DiGiandomenico 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 these persons has borrowed and does not contemplate
borrowing any funds to acquire Common Stock.

                               Page 6 of 11 Pages
<PAGE>


Item 4.  Purpose of Transactions

         The Common Stock acquired by MDB was acquired in its trading account in
the course of market-making activities as a registered broker-dealer. The Common
Stock was initially acquired by each of Marlett, Bowyer and DiGiandomenico as an
investment.
         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 is to approve a plan of liquidation and
dissolution of the Company. The proxy statement was received by each of the
Reporting Persons, 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.

         Each of the Reporting Persons determined that dissolution of the
Company was not in their best interests. On January 12, 1999 Marlett met with
management to propose alternative actions to the plan of liquidation and
dissolution. As a consequence of the discussions, the Reporting Persons may
undertake one or more of the actions set forth below.

        (a) Each of Marlett, Bowyer and DiGiandomenico may acquire additional
securities from time to time in the market or in private transactions. None of
these persons has any  agreements or specific  plans to acquire any Common Stock
at this time, except as to MDB discussed below. None of these persons intends to
dispose of any Common Stock now held or acquired in the future.

         MDB conducts ongoing market-making activities in the Common Stock. MDB
intends to acquire and dispose of Common Stock in connection with these
activities 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 its trading account to its investment account.

        (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 and the Company 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 aggregating approximately $8,930,000. The Reporting Persons
intend to cause a termination of the escrow account. If the escrow account is
terminated, 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 not distributed 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. (e)ab
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.

                               Page 7 of 11 Pages
<PAGE>


         As discussed above, the Reporting Persons intend to 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 two-thirds of the stockholders
of the Company are required to approve a business combination. This will be done
in the near future, prior to any 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 and Exchange Act of 1934.


Item 5.  Interest in Securities of the Issuer

         MDB is the owner of 48,450 shares of Common Stock. All of the shares
are held in the trading account of MDB. MDB acquired an aggregate of 6,100
shares of Common Stock during the 60 days ending January 15, 1999 in the course
of its market-making activities. All of these shares were acquired on the OTC
Bulletin Board at various prices, on different dates during this 60 day period.
MDB owns 5.4% of the Common Stock.

         DiGiandomenico owns 1,000 shares of Common Stock. DiGiandomenico has
sole voting and dispositive power over these shares. DiGiandomenico has shared
voting and dispositive power over the 48,450 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 49,450 shares of Common Stock
representing 5.6% of the outstanding shares of Common Stock.

                               Page 8 of 11 Pages
<PAGE>

         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 48,450
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 101,860
shares of Common Stock representing 11.4% of the outstanding shares of Common
Stock. Bowyer acquired the 10,000 shares of Common Stock of which he is the
direct owner, on November 24, 1998, on the OTC Bulletin Board, at a market price
of $9.125 per share.

         Marlett owns 35,550 shares in the Christopher A. Marlett Living Trust
("Trust") of which Marlett is the sole trustee. Marlett has sole voting and
dispositive power over 35,550 shares of Common Stock. Marlett has shared voting
and dispositive power over the 48,450 shares of Common Stock owned by MDB
because he is a member of MDB and one of the three operating persons of MDB.
Marlett is deemed to beneficially own 84,000 shares of Common Stock representing
9.4% of the outstanding shares of Common Stock. Marlett, through the Trust,
acquired 10,000 shares of Common Stock on November 24, 1998, on the OTC Bulletin
Board, at a market price of $9.125 per share.


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. MDB is a limited liability company of
which Marlett, Bowyer and DiGiandomenico are the sole members and the three
operating persons.


Item 7.  Materials to be Filed as Exhibits

         (10.1) Joint Filing Agreement among MDB Capital Group LLC, Christopher
                A. Marlett, James D. Bowyer and Anthony DiGiandomenico

                               Page 9 of 11 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: January 19, 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


                              Page 10 of 11 Pages
<PAGE>



                                                              EXHIBIT 10.1

                             Joint Filing Agreement


         Agreement dated as of January 15, 1999, among MDB Capital Group LLC,
Christopher A. Marlett, James D. Bowyer and Anthony DiGiandomenico
(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


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