SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
MCSi, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
593261 10 0
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(CUSIP Number)
Michael E. Peppel
MCSi, Inc.
4750 Hempstead Station Drive
Dayton, Ohio 45429
(937) 291-8282
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(Name, Address, Telephone Number of Persons Authorized to Receive Notices and
Communications)
November 1, 2000
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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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-
1(g), check the following box [ ].
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 (the "Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 6 Pages
CUSIP No. 593261 10 0 13D Page 2 of 6 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michael E. Peppel
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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*
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. SOLE VOTING POWER
784,327
NUMBER OF SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON 0
WITH ------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
784,327
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,327
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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)
6.1%
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14. TYPE OF REPORTING PERSON*
IN
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CUSIP No. 593261 10 0 13D Page 3 of 6 Pages
Item 1. Security and Issuer
The securities as to which this Schedule 13D ("Schedule") relates are
the shares of common stock, no par value per share ("Common Stock"), of MCSi,
Inc. (the "Issuer"). The address of the Issuer's principal executive office
is 4750 Hempstead Station Drive, Dayton, Ohio 45429.
Item 2. Identity and Background
(a) Michael E. Peppel ("Reporting Person").
(b) The Reporting Person's business address is the Issuer's
principal executive office, 4750 Hempstead Station Drive, Dayton, Ohio 45429.
(c) The Reporting Person is the Chairman of the Board of
Directors, President and Chief Executive Officer of the Issuer.
(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 as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or a
finding of any violation with respect to such laws.
(f) The Reporting Person is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person has acquired 418,994 of Common Stock
initially from distributions as a member of an investment group that acquired
the Issuer in a private transaction in May 1996 and otherwise in open market
purchases from November 1996 through November 2000 at a weighted average price
per share of $5.74 for an aggregate consideration of $2.4 million (including
shares purchased pursuant to the Issuer's Employee Stock Purchase Plan). All
purchases by the Reporting Person were made with personal funds. The
Reporting Person has margin loans aggregating $1.1 million with respect to the
acquisition of a portion of the shares of Common Stock at an interest rate of
9.5%, secured by a portion of the shares of Common Stock. In addition, the
Reporting Person holds options to purchase 365,333 shares of Common Stock,
granted pursuant to stock option plans of the Issuer, which are currently
exercisable or exercisable within 60 days hereof.
CUSIP No. 593261 10 0 13D Page 4 of 6 Pages
Item 4. Purpose of Transaction
The Reporting Person is presently the Chairman of the Board of
Directors and the President and Chief Executive Officer of the Issuer. The
Reporting Person intends to continue to participate in the management and
operations of the Issuer. The Reporting Person believes that the shares of
Common Stock are an attractive investment and purchased the shares of Common
Stock for investment purposes and not for the purpose of influencing the
management of the Issuer or exercising control.
The Reporting Person may acquire additional shares of Common Stock
from time to time. However, any determination to purchase additional shares
of Common Stock will depend upon a number of factors, including market prices,
the Issuer's prospects and alternative investments. Similarly, the Reporting
Person may determine to sell all or a portion of his shares of Common Stock at
any time.
The Reporting Person currently has no plans or proposals
(excluding action which may be taken or proposed to be taken by the Board of
Directors of which the Reporting Person is a member) which relate to or would
result in (a) the acquisition by any person of additional securities of the
Issuer or the disposition of securities of the Issuer (except with respect to
the equity-based compensation plans of the Issuer); (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries; (d) any
change in the present Board of Directors or management of the issuer,
including any plans or proposals to change the number or term of directors or
to create or fill any existing vacancies on the Board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Issuer by
any person; (h) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Pursuant to Rule 13d-1 of the Act, the Reporting Person
beneficially owns 784,327 shares of Common Stock which represents
approximately 6.1% of the outstanding shares of Common Stock. At the date
hereof, 12,469,753 shares of Common Stock were outstanding as reported in the
Issuer's Form 10-Q for the period ended September 30, 2000, not including
outstanding options to purchase shares of Common Stock.
CUSIP No. 593261 10 0 13D Page 5 of 6 Pages
(b) The Reporting Person has sole voting and dispositive power with
respect to 784,327 shares of Common Stock (which includes 4,500 shares of
Common Stock held by the Reporting Person as custodian for his minor children
and 365,333 shares of Common Stock which may be purchased upon the exercise of
stock options).
(c) The number of shares of Common Stock beneficially owned by
the Reporting Person include options to purchase 50,166 shares of Common Stock
granted pursuant to a stock option plan of the Issuer which vest on December
31, 2000 and may be deemed to be beneficially owned by the Reporting Person as
of November 1, 2000. On November 30, 2000, the Reporting Person purchased
5,000 shares of common stock in the open market at a price per share of $26.87.
In addition, stock options to acquire 90,000 shares of Common Stock, which
were immediately exercisable, were granted to the Reporting Person under a
stock option plan of the Issuer on May 9, 2000 and options to acquire 42,000
shares of Common Stock, previously granted under a stock option plan of the
Issuer, vested and became exercisable on June 30, 2000. The Reporting Person
had no other transactions in the Issuer's securities during the last 60 days.
In addition, the Reporting Person holds options to purchase 248,666
shares of Common Stock granted pursuant to stock option plans of the Issuer,
which are not exercisable within 60 days hereof.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The Reporting Person is not a party to any contract, arrangement,
understanding or relationship (legal or otherwise) with respect to any
securities of the Issuer, other than an employment agreement with the Issuer,
which recites certain stock option grants to the Reporting Person, and
agreements under the stock option plans of the Issuer evidencing outstanding
stock options. The Reporting Person is the Chairman of the Board of Directors
and President and Chief Executive Officer of the Issuer and has, in the past,
and intends in the future, to exercise his vote and to serve the Issuer as a
director in an independent manner, and to vote his shares of Common Stock
individually and not pursuant to any understanding, arrangement or agreement
with any other persons.
Item 7. Material to be Filed as Exhibits
Not applicable.
CUSIP No. 593261 10 0 13D Page 6 of 6 Pages
Signatures
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this Statement on Schedule 13D is true, complete and correct.
/s/Michael E. Peppel
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Michael E. Peppel
Date: December 8, 2000
