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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
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
--------------
(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.)
1
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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).
2
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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:
- -----------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- -----------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------
(4) SOURCE OF FUNDS*
PRIVATE
- -----------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -----------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -----------------------------------------------------------------------
(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
--------------------------------------------
(10) Shared Dispositive Power
0
- -----------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,267,031
- -----------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
[ ]
- -----------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.9%
- -----------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
- -----------------------------------------------------------------------
3
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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
--------------------------------------
(Date)
/s/ John Tramontana
--------------------------------------
(Signature)
John Tramontana
--------------------------------------
(Name/Title)
CUSIP NO.
4
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SCHEDULE 13D
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
- ------------------------------------------------------------------------------
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.
- ------------------------------------------------------------------------------
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
<TABLE>
<S> <C>
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.
</TABLE>
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EXHIBIT #1 (Translation)
PURCHASE/SALE AGREEMENT
between the Chemholding SA, Pian Scairolo, 6917 Barbengo, represented by Mr.
Giuseppe Rovelli, in accordance with Resolution 25 March, 1997 of the Council
of Administration, produced in original form in attachment/enclosure A.
In the capacity of seller, on one side
and
Dr. John Tramontana, Via Guidino15, 6900 Paradiso
In the capacity of buyer, on the other side
***
Given that:
a) Chemholding SA is shareholder of Bigmar, Inc., an American company
incorporated in Delaware, with offices located at 6660 Doubletree
Avenue #20, Columbus, Ohio 43229 And who is owner of 1,010,563 (One
million ten-thousand, five hundred sixty-three.) Common shares of
Bigmar, Inc. Of the nominal value of US$0,001 each one, as is
attested to by the attached stock certificate, n. CS 0004 issued the
10th of July, 1996;
b) Also Dr. John Tramontana is a shareholder of Bigmar, Inc., and owns
973,368 (Nine hundred seventy-three thousand, three hundred,
sixty-eight) common shares of Bigmar, Inc. Of the nominal value of
US$0,001 each one;
c) Together the parties are founding partners and have become
shareholders of Bigmar, Inc. In the measure of the quoted shares
described in the a) and b) dated April 9, 1996 following the "Stock
for Stock Exchange Agreement" of the same date;
d) Bigmar, Inc. is a company with stock quoted in United States NASDAQ
of New York
e) Within the confines of a public offering of Bigmar on the stock
exchange in June 1996, Bigmar, Inc agreed to the provisions in the
corresponding "Underwriting Agreement" which refers to the letter (g)
on page 15 a "Lock-In-Agreement" (also referred to as a
"Lock-Up-Agreement"), that is to say, a limitations clause on the
transfer of title Bigmar, for a certain period of time, with a few
exceptions. Among these exceptions is the transfer of shares in
Bigmar, Inc. By the shareholders, already shareholders at the time of
the agreement to the terms of the above-mentioned "Underwriting
Agreement", to other shareholders because these last agreed to respect
the conditions/rules in the letter (g) on page 15 of said "Underwriting
Agreement"
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f) Chemholding SA also agreed to the provisions in a "Lock-In-Agreement"
with respect to the Pennsylvania Securities Commission, that is to say
a declaration of the limitations of the transfer of title of Bigmar,
Inc. For a certain period, with certain exceptions;
g) Between the parties evolved a divergence such that it rendered
preferable a separation of their interests, both economic and business
related,
all this given
the parties stipulate the following:
1. Chemholding SA sells to Dr. John Tramontana, who acquires, the quoted
amount of stock in Bigmar, Inc, and better, 1,010,563 (One million,
ten thousand five hundred, sixty-three) common shares of Bigmar, Inc
incorporated in the certificate n. CS 004 issued the 10th of July,
1996, for the total price of Sfr. 825,000 (eight hundred twenty five
thousand)
2.1 The seller is obligated to consign fiduciarily to the Notary Public
Pietro Moggi the stock certificate referenced in the above
paragraph (1) by the 10th of April, 1997
2.2 The Buyer will be obligated to pay Sfr. 825,000 to the account of
Pietro Moggi no. 1655695.01NR.03 (one-six-five-five-six-nine-five-
zero-one-NRzero-three) at the Banca Unione di Credito, located in
Lugano, by the 10th of April, 1997
2.3 As soon as the parties have fulfilled the above-mentioned obligations
(2.1 and 2.2) the Notary Public Pietro Moggi will verify and complete
all of the necessary formalities until such time as the transfer of
ownership of the afore-referenced stocks are transferred to the Buyer
including the procedure of registering it with the "U.S. Securities
and Exchange Commission" when said procedure is necessary. Together
the parties are obligated to immediately fulfill all indispensable
acts with regard to this end, as is requested of the Notary Public
2.4 The Notary Public is entrusted with the responsibility of
investing/depositing immediately the Sfr 825000 and consigning
it to the seller, as soon as he is certain of the proper transfer of
ownership of the aforementioned shares, including the registration with
the "U.S. Securities and Exchange Commission" when this procedure is
necessary.
2.5 In the event that the transfer of ownership cannot be completed by
September 1, 1997, this contract is void and the Notary Public will
return to the seller the title of ownership And the sale price
including interest.
3. The Buyer will respect the conditions of (g) page 15 of the
"Underwriting Agreement" to which the above clause (e) reads as
follows:
For a period of one (1) year after the date of the Prospectus, the
Company and
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each Subsidiary will not, without your prior written consent, directly or
indirectly, issue, register, offer sell, offer to sell, contract to sell, grant
an option for the sale of, assign. Hypothecate, pledge, or otherwise dispose of
any securities of the Company or any Subsidiary (or any security or other
instrument by which its terms is convertible into, exercisable for, or except
for (a) the grant of options by the Company pursuant to stock option plans
approved by the Representative or (b) the transfer of shares of the Company's
Common Stock by the Insiders to (I) any spouse, parent, sibling or lineal
descendants of the Insiders, (ii) any trust for the benefit of such Insiders
(iii) any distributee, legale, or devisee of the Insiders who acquires its
shares by will or operation of law upon the death or dissolution of the Insider,
or (iv) any current holder of Common Stock of the Company, provided that in each
case such transferee agrees in writing to be bound by the terms of this
subsection to the same extent as if they were parties hereto."
to respect the conditions set forth in the "Lock-In-Agreement" with the
Pennsylvania Securities Commission and in particular to not resell, transfer or
dispose of the stock referred to in this contract before June 21, 1997 at a
price lower than US$7.50 per share.
4. The seller guarantees to be owner of the sold stock within the limits
of the law and to the exclusion of any other guarantee. In particular
there is no guarantee as to the value of the stocks and the economic
and accounting situation of Bigmar, Inc.
5. This contract is supported solely by the internal laws of
Switzerland; the application of the law on international rights
private or of international conventions are excluded. However, the
transfer of the stock will have to be ascertained based in the proper
law of the stocks
6. In case of controversy about the interpretation and or execution of
this contract, the parties agree to present it to a single arbitrator
following the procedure of the "Regolamento d'arbitrato di Lugano edito
dalla Camera di commercio, e dell'artigianato del canton Ticino,
edizione marzo, 1997". (Rules of arbitration of Lugano published by the
Chamber of Commerce, of industry and craftsmen, March 1997. Place of
arbitration: Lugano
7. The expenses of the Notary Public and the costs of other professionals
employed by the Notary, including all applicable taxes (franchise
tax)Are the responsibility of the parties, each of whom is responsible
for half. All other expenses tied to the transfer of ownership (i.e.
American tax, registration fees,fee of transfer agent etc.) Are the
exclusive responsibility of the parties in question, and each shall be
responsible for half of the total amount.
Each party assumes responsibility for own legal fees
Six copies, two for each party and two for the notary.
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EXHIBIT #2
INVESTMENT LETTER
Bigmar, Inc.
6660 Doubletree Avenue
Suite 20
Columbus, OH 43229
American Stock Transfer & Trust Co.
6201 15th Avenue - 3rd Floor
Brooklyn, New York 11219
Attn: Wilbert Myles
Bricker & Eckler
100 South Third Street
Columbus, Ohio 43215
Gentlemen:
This Investment Letter is being delivered to Bigmar, Inc. (the
"Company"), American Stock Transfer & Trust Co., transfer agent for the Company
("Transfer Agent"), and Bricker & Eckler, legal counsel to the Company ("Legal
Counsel"), in connection with certain transactions (the "Transactions")
involving the purchase by the undersigned of an aggregate 1,293,663 shares (the
"Shares") of common stock, par value $.001 per share, of the Company (the
"Common Stock") pursuant to certain purchase/sale agreements (the "Agreements")
between the undersigned and each of the following persons (the "Sellers") with
respect to the number of Shares set forth opposite such person's name:
Chemholding SA 1,010,563 shares
Maria Pia Melera 70,775 shares
Pierangelo Ghirlanda 70,775 shares
Giovanni Pelli 70,775 shares
Jan Jacob Van Troostenburg 70,775 shares
de Bruyn
This Investment Letter is intended to supplement the provisions of the
Agreements in respect of the Transactions, and may be fully relied upon by each
of the Company, the Transfer Agent and Legal Counsel in connection with the
transfer of record ownership of the Shares from the Sellers to the undersigned
pursuant to the Agreements.
The undersigned represents, warrants and agrees as follows:
1. The original Agreements were prepared in Italian. The
undersigned has delivered to the Company and to Legal Counsel a bona
<PAGE> 2
fide copy of the original, executed Agreement between the undersigned
and Chemholding SA, together with an English translation version which
fairly, accurately and completely sets forth the terms of such
Agreement. Except for the identity of the Seller, the number of Shares
and the purchase price thereof, each of the Agreements entered into with
the other Sellers is identical to the Agreement between the undersigned
and Chemholding SA.
2. The undersigned is an "accredited investor" within the
meaning of Rule 501(a) of Regulation D promulgated under the Securities
Act of 1933 because the undersigned is a director and executive officer
of the Company.
3. The Shares are being acquired by the undersigned only for
the account of the undersigned and not on behalf of any other person.
4. The Shares are being acquired by the undersigned for purpose
of holding for investment and not with view to any further resale or
other distribution thereof.
5. The undersigned has no agreement, arrangement or
understanding for transfer of the Shares or any interest therein
to any other person or persons.
6. The undersigned (a) either alone or together with his
advisers has such knowledge and experience in financial and business
matters to be able to evaluate the merits and risks of an investment in
the Shares, (b) has been given or had access to sufficient information
regarding the Company to evaluate the merits and risks of the investment
in the Shares, and (c) is able to bear the economic risk of the
investment in the Shares to enable the undersigned to hold the same for
purposes of investment.
7. The undersigned acknowledges and agrees that the Shares are
restricted securities with the meaning of federal securities laws, that
the transfer of the Shares is subject to significant restrictions under
applicable federal and state securities laws, and that the certificates
evidencing the Shares will bear an appropriate restrictive legend.
8. The undersigned shall not offer for sale the Shares or any
interest therein except (a) upon effective registration of the Shares
under the Securities Act of 1933 and applicable state securities laws or
(b) upon acceptance by the Company of an opinion of counsel in such form
and by such counsel or of other documentation as satisfactory to counsel
for the Company that registration is not required.
<PAGE> 3
The undersigned agrees to defend, indemnify and hold harmless the
Company, the Transfer Agent, Legal Counsel and their respective affiliates and
agents against any and all loss, liability, claim, damage and expense whatsoever
(including, but not limited to, attorneys fees and any and all expenses
reasonably incurred in investigating, preparing or defending against any
litigation commenced or threatened or any claim whatsoever) arising out of or
based upon any false representations or warranty or breach or failure by the
undersigned to comply with any covenant or agreement made by the undersigned
herein or in any other document furnished by the undersigned in connection with
the Transactions.
IN WITNESS WHEREOF, the undersigned has executed this Investment Letter
as of the 15th day of May, 1997.
/s/ JOHN G. TRAMONTANA
--------------------------
John G. Tramontana
