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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BIGMAR, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001
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(Title of Class of Securities)
089893101
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(CUSIP Number)
TINA K. MANNING, ESQ
ELLIS & AESCHLIMAN
33 NORTH HIGH STREET
SUITE 1000
COLUMBUS, OHIO 43215
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
JOHN TRAMONTANA
BIGMAR, INC.
6660 DOUBLETREE AVENUE 20
COLUMBUS, OHIO 43229
MAY 15, 1997
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(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-l(b3(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement. (A fee is
not required only if theReporting person: (1) has a previous statement on file
reporting beneficial ownerhip 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.)
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NOTE: six copies of this statement, Including all exhibits, should be filed
with the Commission. see Rule 3d-(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 an 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).
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CUSIP NO. 089893101
(1) NAME OF REPORTING PERSONS John Tramontana
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
PRIVATE
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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(7) SOLE VOTING POWER
2,267,031
NUMBER OF ---------------------------------------------
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH REPORTING
PERSON --------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
2,267,031
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(10) Shared Dispositive Power
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,267,031
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
[ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.9%
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(14) TYPE OF REPORTING PERSON*
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SIGNATURE
After reasonable Inquiry and to the best of my knowledge and belief, I
certify that the information set forth herein is true, compl te and correct.
(Company Name)
May 16, 1997
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(Date)
/s/ John Tramontana
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(Signature)
John Tramontana
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(Name/Title)
CUSIP NO.
4
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SCHEDULE 13D
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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ITEM 4. PURPOSE OF TRANSACTION.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
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ITEM 7. EXHIBITS.
CUSIP NO.
5
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ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock, par value $.001
per share (the "Shares") of Bigmar, Inc., a Delaware corporation (the
"Company"), and is being filed pursuant to Rule 13d-1 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The principal executive
offices of the Company are located at 6660 Doubletree Avenue, Columbus, Ohio
43229.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by John G. Tramontana, Chairman of
the Board, President and Chief Executive Officer of the Company.
(b) The address of the principal business and office of the Reporting
Individual is 6660 Doubletree Avenue, Columbus, Ohio 43229.
(c) The Reporting Person serves as Chairman of the Board, President
and Chief Executive Officer of Bigmar, Inc., located at 6660 Doubletree Avenue,
Columbus, Ohio 43229.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and has not been subject to any 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) The Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares purchased by the Reporting Person in the subject
transaction were purchased with private funds of the Reporting Person in the
following amounts and purchase prices:
1,010,563 shares purchased for a price equal to 0.8163766 Swiss francs per
share
283,100 shares purchased for a price equal to 9.3253267 Swiss francs per share
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired the subject Shares in a privately
negotiated transaction whereby the Reporting Person obtained a controlling
equity interest in the Company. The sellers of the subject shares desired to
divest their entire holdings in the Issuer and the Reporting Person purchased
the shares in order to increase his equity interest in the Issuer.
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Prior to the acquisition, the Reporting Person, who serves as Chairman
of the Board, President and Chief Executive Officer of the Issuer, beneficially
owned 973,368 shares of the Issuer, which comprised approximately 24.42% of the
outstanding Shares of the Issuer as of May 16, 1997. In addition, the Reporting
Person is holding 125,000 options to buy shares which are currently
exercisable. At the time of entering into the stock purchase agreement, the
sellers of the subject shares, in the aggregate, beneficially owned 1,293,663
shares or approximately 32.5% of the Shares of the Issuer. On March 27, 1997,
the Reporting Person entered into a privately negotiated agreement with the
sellers to acquire all shares of the Issuer beneficially owned by sellers,
subject to certain conditions. The closing conditions were met on May 2, 1997.
Pursuant to the agreement, the Reporting Person became the beneficial owner of
2,267,031 of the Shares of the Issuer (not including options) and may therefore
be deemed to control the Issuer.
Except as described in this Item 4, neither the Reporting Person nor,
to the best of his knowledge, any other person, has formulated any plan or
proposal which relate to or would result in any matter required to be disclosed
in response to paragraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person is the direct beneficial owner of 2,267,031
Shares, or approximately 56.9% of the 3,985,000 Shares outstanding, as of April
15, 1997, according to information contained in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996.
(b) The Reporting Person has the direct power to vote and direct the
disposition of the Shares held by him.
(c) There have been no purchases of the Shares by the Reporting Person
during the last 60 days.
(d) The Reporting Person has the right to receive and the power to
direct the receipt of dividends from, and the proceeds from any sale of, the
Shares held by him.
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
In connection with the initial public offering of the Issuer's common
stock, the Reporting Person entered into an agreement with LT Lawrence & Co.,
as representative of the several Underwriters, to the effect that he would not,
upon the effective date of the Registration Statement filed with the Securities
and Exchange Commission, and within one year from the date of the final
prospectus utilized in said offering, directly or indirectly, register, offer,
sell, offer to sell, contract to sell, hypothecate, pledge or otherwise dispose
of any shares of Common Stock (or any securities convertible into, exercisable
for or exchangeable for shares of Common Stock) without the prior written
consent of the Representative, except to certain designated parties.
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In April 1996, the Board of Directors of the Issuer adopted and the
shareholders approved an Option Plan which provides for the grant of incentive
stock options (within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended) and non-qualified stock options to directors, officers and
employees of the Company. All options granted under the Option Plan will be at
an exercise price of not less than the fair market value of the Common Stock on
the date of the grant. All options granted under the Option Plan will not be
transferable by the optionee other than by will, by the laws of descent and
distribution or as required by law. The Reporting Person has been granted
options to purchase 125,000 shares, which options are currently exercisable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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Exhibit 1 Stock Purchase Agreement dated March 27, 1997 and English translation
thereof;
Exhibit 2 Investment Letter of John G. Tramontana dated May 15, 1997.
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