UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)*
Neutral Posture Ergonomics, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
64125E 10 5
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(CUSIP Number)
David Campbell, 3904 N. Texas Avenue, Bryan, TX 77803
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 26, 1999
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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 ss.ss. 240.13d-1(e), (f) or (g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See ss. 240.13d-7(b) 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).
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SCHEDULE 13D
CUSIP No. 64125E 10 5
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| 1 | NAMES OF REPORTING PERSONS
| | I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
| |
| | David W. Campbell
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
| | (SEE INSTRUCTIONS) (b)[ ]
| |
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| 3 | SEC USE ONLY
| |
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| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
| |
| | PF
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| 5 | CHECK 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
NUMBER OF | | 6,100(1)
SHARES ---------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | | -0-
REPORTING ---------------------------------------------------------
PERSON WITH | 9 | SOLE DISPOSITIVE POWER
| | 6,100(1)
---------------------------------------------------------
|10 | SHARED DISPOSITIVE POWER
| | -0-
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| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| | 6,100(1)
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| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| | SHARES (SEE INSTRUCTIONS) [ ]
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| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| | .2%
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| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
| | IN
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(1) Includes Common Stock owned of record by David Campbell (100) and Common
Stock owned indirectly by Mr. Campbell in an IRA account (6,000).
2
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This Amendment No. 1 amends and supplements the Statement on Schedule
13D(the "Schedule 13D") relating to the shares of Common Stock, par value $.01
per share (the "Common Stock"), of Neutral Posture Ergonomics, Inc., a Texas
corporation (the "Company"), previously filed by David Campbell (the "Reporting
Person"). Capitalized terms used herein and not defined in this Amendment have
the meaning set forth in the Schedule 13D.
Except as specifically provided herein, this Amendment does not modify any
of the information previously reported on the Schedule 13D.
Item 2 is hereby amended, in pertinent part, to delete the second
paragraph and replace it with the following information:
"ITEM 2. IDENTITY AND BACKGROUND .
The Reporting Person's residential address is 5211 Briar Tree Dallas,
Texas 75248. As of May 26, 1999 the Reporting Person resigned from his position
as Director and President of the Company."
Item 5 is hereby amended, in pertinent part, to delete the paragraphs (a),
(b), (d) and (e) and replace them with the following information:
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER .
(a) The Reporting Person, owns of record 100 shares of Common Stock
(representing less than 1% of the shares of Common Stock outstanding on March
31, 1999, based on information supplied by the Company to the Reporting Person).
The Reporting Person may be deemed to be the beneficial owner of an aggregate of
6,100 shares of Common Stock (representing less than 1% of the shares of Common
Stock outstanding on March 31, 1999, based on information supplied by the
Company to the Reporting Person), which number includes, in addition to the 100
shares owned of record by him, 6,000 shares owned of record by the Reporting
Person's IRA.
(b) The Reporting Person has sole power to vote or direct to vote
and sole power to dispose or to direct to dispose of the 6,100 shares of Common
Stock.
(d) The Reporting Person has the sole right to receive and the power to
direct the receipt of dividends from or the proceeds from the sale of the 6,100
shares of Common Stock owned of record by him.
(e) On May 26, 1999, the Reporting Person ceased to be the beneficial
owner of more than five percent of the Common Stock."
Item 6 is hereby amended to delete both paragraphs and replace them with
the following information:
"ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER .
Pursuant to a Bill of Sale and Release Agreement (a copy of which is being
filed as Exhibit 1 hereto and is incorporated herein by reference), by and
between the Reporting Person and the Company, the Reporting Person sold to the
Company and certain officers (i) 200,000 shares of Common Stock and (ii) options
representing the right to purchase 100,000 shares of Common Stock."
3
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Item 7 is hereby amended with the following information:
"ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The information required by this Item 7 is set forth in the Index to
Exhibits accompanying this Schedule 13D."
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<PAGE>
SIGNATURE
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.
Date: May 26, 1999
/s/ DAVID W. CAMPBELL
David W. Campbell
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
1 Bill of Sale and Release Agreement,
dated as of May 17, 1999, between
David W. Campbell and Neutral
Posture Ergonomics, Inc.
BILL OF SALE AND RELEASE AGREEMENT
This Bill of Sale and Release Agreement ("Agreement") is made and entered
into by and between Neutral Posture Ergonomics, Inc. ("NPE" or the "Company")
and David W. Campbell ("Employee").
WHEREAS, the Company has employed Employee as President;
WHEREAS, Employee and the Company have agreed that Employee will cease his
employment with the Company;
WHEREAS, NPE and Employee have agreed to resolve any and all potential
disputes, claims, or causes of action which have or may have arisen between them
and growing out of Employee's employment with the Company;
NOW, THEREFORE, in consideration of the following mutual promises,
payments and conditions contained in this Agreement, and effective on the eighth
day following Employee's execution of this Agreement ("Effective Date"), the
parties voluntarily agree as follows:
1. SEVERANCE DATE. Employee's employment with NPE has ended as of May 15,
1999 ("Last Day Worked").
2. SEVERANCE PAYMENT. The Company will pay Employee a sum in the aggregate
gross amount of $71,700, less applicable federal tax and social security
withholding, as well as any other sums owed to NPE by Employee; such sum payment
will be made to Employee in semi-monthly amounts payable on the fifteenth and
last day of each month beginning May 30, 1999 until December 31, 1999. This
Section 2 shall be deemed to amend and supercede all payment obligations under
the Employment Agreement, dated as of July 1, 1997, between NPE and Employee,
but does not in any way amend or change the obligations and rights under Article
2 and 3 of the Employment Agreement.
3. BILL OF SALE. Employee hereby transfers, sells and assigns unto NPE (i)
options dated April 1, 1996 to purchase 100,000 shares of common stock of NPE,
par value $.01 per share ("Common Stock"), free and clear of all liens, claims
and encumbrances of any kind whatsoever, and (ii) 200,000 shares of Common
Stock, free and clear of all liens, claims and encumbrances of any kind
whatsoever, in exchange for delivery by NPE herewith of the following: (i)
$390,509 in immediately available funds and (ii) the extinguishment and
repayment in full of all amounts owed NPE by Employee (x) under that certain
Promissory Note in the original principal amount of $32,225, dated as of June
30, 1996, issued by Employee in favor of NPE plus interest owed in the amount of
$6,949, (y) under that certain Promissory Note in the original principal amount
of $106,225, dated as of April 30, 1997, issued by Employee in favor of NPE plus
interest owed in the amount of $16,266, and (z) for $5,000 moving expense that
NPE provided to Employee. The options and the shares of Common Stock owned by
Employee are being transferred and sold to the Company in consideration for
Employee's release. Employee acknowledges that he is not already entitled to
such payments and the right to transfer his options and shares of Common Stock
to the Company.
4. MEDICAL AND DENTAL BENEFITS. Employee shall be covered under the
medical and dental plans in which Employee has elected to participate as of the
Last Day Worked until December 31, 1999.
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After such time, the Company's health care program benefits will be
provided in accordance with the Consolidated Omnibus Budget Reconciliation Act
of 1985, as amended ("COBRA"), and the terms of the Company's health care
program, as it may be amended form time to time. Employee may continue medical
only, or medical and dental coverage for 18 months at the then-current COBRA
rates. Full details of Employee's rights and obligations under COBRA will be
sent under separate cover.
5. LIFE INSURANCE. Employee will continue to be covered by the Company's
supplemental life insurance policy until August 20, 1999. NPE shall pay 50% of
the life insurance premium due on May 20, 1999 and shall withhold the remainder
of such premium from Employee's severance payment due hereunder. Employee has
until August 20, 1999 to convert the insurance coverage to an individual policy
by directly contacting and arranging the conversion through an agent of First
Colony Life Insurance Company.
6. SHORT-TERM DISABILITY/LONG-TERM DISABILITY. Coverage under the
Company's short-term disability program and/or long-term disability insurance
policy will end on Employee's Last Day Worked.
7. OTHER BENEFITS. Any benefits not specifically stated in this Agreement
to continue beyond Employee's Last Day Worked shall cease on Employee's Last Day
Worked, unless provided otherwise in the relevant plan or policy or by law.
8. COVENANT OF COOPERATION. Employee agrees to cooperate with NPE in any
litigation or administrative proceedings (E.G., EEOC charges) involving any
matters with which Employee was involved during Employee's employment with the
Company.
9. RELEASE. In consideration of the above payments and agreements by NPE,
Employee forever and unconditionally releases and discharges NPE and any of its
parent or affiliate companies or divisions and each of their owners, directors,
officers, employees, assigns, representatives or agents ("Releasees") from any
and all claims, complaints, or causes of action relating to or arising out of
Employee's employment with Company and arising up to the date of execution of
this Agreement. Such release encompasses, but is not limited to, any and all
claims by Employee for wages, salary, bonuses, or other benefits of employment
with NPE (except as provided in the last sentence of this paragraph). Such
release also encompasses, but is not limited to, all claims under federal or
state tort or common law, express or implied contract or any federal, state, or
local statutes, including Title VII, the 1964 Civil Rights Act, the Civil Rights
Act of 1991, the Americans with Disabilities Act, the Age Discrimination in
Employment Act, the Texas Workers' Compensation Act, and the Texas Commission on
Human Rights Act (except as provided in the last sentence of this paragraph).
THIS RELEASE INCLUDES, BUT IS NOT LIMITED TO, ANY CLAIM ARISING OUT OF
EMPLOYEE'S EMPLOYMENT WITH NPE EXCEPT FOR EMPLOYEE'S POTENTIAL CLAIMS (i)
RELATING TO PAYMENTS OR BENEFITS PAYABLE TO HIM UNDER THIS AGREEMENT OR (ii)
RELATING TO SECTION 3.11 OF THE EMPLOYMENT AGREEMENT, DATED AS OF JULY 1, 1997,
AS AMENDED HEREBY, BETWEEN NPE AND EMPLOYEE.
In consideration of the above payments and agreements by Employee, NPE
forever and unconditionally releases and discharges Employee from any and all
claims, complaints, or causes of action relating to or arising out of Employee's
employment with NPE (except as provided in the following sentence.) THIS RELEASE
INCLUDES, BUT IS NOT LIMITED TO, ANY CLAIM ARISING OUT OF EMPLOYEE'S EMPLOYMENT
WITH NPE EXCEPT FOR NPE'S POTENTIAL CLAIMS UNDER (i) THIS AGREEMENT OR (ii) THE
PROVISIONS OF THE EMPLOYMENT
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<PAGE>
AGREEMENT, DATED AS OF JULY 1, 1997, AS AMENDED HEREBY, BETWEEN NPE AND
EMPLOYEE.
10. WAIVER OF RIGHTS. Employee further agrees that he will not file any
complaint, petition, or lawsuit against NPE or any of the Releasees with any
state or federal court, except for any such lawsuit specifically required for
Employee's enforcement of this Agreement. If Employee or anyone acting on his
behalf files any such lawsuit, petition, complaint, or if any court assumes
jurisdiction of any lawsuit, petition or complaint charge against NPE or any of
the Releasees regarding or involving Employee's employment with NPE, Employee
will immediately request such agency or court to withdraw from the matter and
dismiss said action. Employee will also reimburse NPE and the Releasees for all
costs, including attorneys' fees, incurred as a result of such complaint,
petition, lawsuit, or charge.
11. NON-ADMISSION. This Agreement shall not in any way be construed as an
admission by NPE of any illegal act(s) or violation of any federal, state, or
local statute, law, ordinance, or of any breach of any express or implied
contract or any right whatsoever against Employee or any other person. NPE
further specifically disclaims any such illegal, or wrongful act or violation
against Employee or any other person.
12. BINDING EFFECT OF THIS AGREEMENT. This Agreement, together with the
obligations of Employee under the Employment Agreement, as amended hereby, dated
as of July 1, 1997, between NPE and Employee, (i) constitute the entire
agreement between the parties relating to the subject matter hereof, and (ii)
supersede all previous understandings and agreements between the parties
relating to the subject matter hereof, both oral and written. The terms and
conditions of this Agreement shall inure to the benefit of, and be binding upon
the respective heirs, third party beneficiaries, administrators,
representatives, executors, successors and permitted assigns of the parties
hereto.
13. SPECIFIC REMEDY. As a further material inducement to enter into this
Agreement, a party breaching this Agreement must reimburse the non-breaching
party for any and all loss, cost, damage or expense, including without
limitation, attorneys' fees arising out of any such breach of this Agreement. In
addition, any breach of this Agreement will entitle the non-breaching party to
seek injunctive relief and to recover any actual damages incurred as a result of
such breach.
14. SEVERABILITY. Should any provision of this Agreement be declared to be
or determined to be illegal or invalid, the validity of the remaining parts of
this Agreement will not be affected.
15. NO RELIANCE ON OTHER STATEMENTS. Each party to this Agreement
expressly warrants and represents that, in entering into this Agreement, he, she
or it is not relying on any promise, agreement or statement, whether oral or
written, that is not set forth in this Agreement or in the Employment Agreement,
as amended hereby. Specifically, each of the parties acknowledges, in signing
this Agreement, that it is not relying on any promise, agreement or statement,
whether written or oral, not expressly contained in this Agreement or in the
Employment Agreement, as amended hereby (i) by any person that has been made by
a party to this Agreement or (ii) by any agent of a party to this Agreement.
16. REVOCATION PERIOD. The parties agree that Employee may revoke this
Agreement within seven (7) days from the date of his execution of this
Agreement.
17. OPPORTUNITY TO REVIEW. By Employee's signature below, he represents
and confirms that he: (a) has read this Agreement carefully and completely, (b)
has been given a period of at least twenty-one
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<PAGE>
(21) days to consider and review this Agreement, (c) has been informed of his
right to consult with legal and financial counsel and has had ample opportunity
to do so, (d) understands and agrees to all the provisions contained in this
Agreement, and (e) is signing freely and voluntarily, without duress, coercion
or undue influence.
PLEASE READ CAREFULLY. THIS BILL OF SALE AND RELEASE AGREEMENT INCLUDES
THE RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS AS OF THE DATE OF THIS AGREEMENT, AS
WELL AS ALL CLAIMS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT,
AGAINST NEUTRAL POSTURE ERGONOMICS, INC.
/S/ DAVID W. CAMPBELL
David W. Campbell
Signed in Dallas, Texas on the 17 day of May, 1999.
/S/ MARILYN CAMPBELL
Marilyn Campbell
Signed in Dallas, Texas on the 17 day of May, 1999.
NEUTRAL POSTURE ERGONOMICS, INC.
By:/s/ REBECCA E. BOENIGK
Rebecca E. Boenigk
Chief Executive Officer
Signed in Bryan, Texas on the 17 day of May, 1999.
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