SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Mystic Financial, 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)
628643-10-8
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(CUSIP Number)
Robert H. Surabian, 60 High Street, Medford, Massachusetts 02155
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(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 2, 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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
(Page 1 of 5 Pages)
[FN]
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* The remainder of this cover page shall be filled out for 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.
</FN>
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).
SCHEDULE 13D
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CUSIP No. 628643-10-8 Page 2 of 5
Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert H. Surabian
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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, SC
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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 of America
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7 SOLE VOTING POWER
64,712
NUMBER OF SHARES ----------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY OWNED 37,222
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BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
64,712
PERSON WITH ----------------------------------------
10 SHARED DISPOSITIVE POWER
37,222
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,934
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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)
5.12% of 1,991,104 shares of common stock outstanding
as of August 24, 2000.
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14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
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This Schedule 13D relates to the common stock, par value $0.01 per
share (the "Common Stock"), of Mystic Financial, Inc. (the "Company"). The
Company's principal executive offices are located at 60 High Street,
Medford, Massachusetts 02155.
Item 2. Identity and Background.
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This Schedule 13D is filed by Robert H. Surabian, who is an
individual and Massachusetts resident. Mr. Surabian's address is 60 High
Street, Medford, Massachusetts 02155.
Mr. Surabian is President, Chief Executive Officer and a director of
the Company and its subsidiary Medford Co-operative Bank.
During the last five years, Mr. Surabian has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
nor has he been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such
person 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 finding any violation with respect to
such laws, and which judgment, decree, or final order was not subsequently
vacated.
Mr. Surabian is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
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Mr. Surabian has acquired beneficial ownership of 101,934 shares of
common stock of the Company, which he owns through personal funds, jointly
with his spouse, and through the Company's 1999 Stock Option Plan, 1999
Recognition and Retention Plan and the Employee Stock Ownership Plan.
Item 4. Purpose of Transaction.
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All shares acquired by Mr. Surabian, directly or indirectly by, were
acquired for investment purposes. Mr. Surabian may from time to time
(depending on general economic conditions, market prices for the common
stock, receipt of any necessary regulatory approval and other factors)
purchase additional shares of common stock through open-market purchases,
privately negotiated transactions or otherwise for investment purposes and
may also dispose of shares of the Company. As a director, Mr. Surabian
regularly explores potential actions and transactions which may be
advantageous to the Company, including but not limited to, possible
mergers, acquisitions reorganizations or material changes in the business,
corporate structure, management, policies, governing instruments,
capitalization, securities or regulatory or reporting obligations of the
Company.
Except as indicated above, Mr. Surabian does not have any present
plans or proposals which relate to or would result in: (a) the acquisition
by any person of additional securities of the Company, or the disposition
of securities of the Company; (b) an extraordinary corporate transaction,
such as merger, reorganization or liquidation, involving the Company or any
of its subsidiaries; (c) a sale or transfer of a material amount of assets
of the Company or any of its subsidiaries; (d) any change in the present
board of directors or management of the Company, including any plans or
proposals to change the number or terms of directors or to fill any
vacancies on the board; (e) any material change in the present
capitalization or dividend policy of the Company; (f) any other material
change in the Company's business or corporate structure; (g) any change in
the Company's charter, by-laws, or other instruments corresponding thereto
or other actions which may impede the acquisition of control of the Company
by any person; (h) causing a class of securities of the Company to be
delisted from a national securities exchange or to be authorized to be
quoted in an inter-dealer quotation system or a registered national
securities association; (i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any
action similar to any of those enumerated above.
Item 5. Interest in Securities of Issuer.
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(a) Mr. Surabian may be deemed to beneficially own an aggregate of
101,934 shares or 5.12% of the shares outstanding as calculated by
the Company.
(b) With respect to the 101,934 shares of Common Stock owned beneficially
by Mr. Surabian, such amounts include:
(1) 64,712 shares over which Mr. Surabian has sole voting power and
dispositive power, including 19,564 shares still subject to
vesting pursuant to the Company's Recognition and Retention Plan
and options to purchase 7,224 shares of Common Stock which, upon
exercise, Mr. Surabian will have sole voting and sole
dispositive power.
(2) 36,040 shares over which Mr. Surabian has shared voting and
dispositive power with his spouse, of which 35,040 shares are
owned by his spouse and 1,000 shares which he owns jointly with
his spouse. Mrs. Joan Surabian's address is 35 Hollywood Road,
Winchester, MA 01890. During the last five years, Mrs. Surabian
has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in her being 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 being found in violation with respect
to such laws. Mrs. Surabian is a citizen of the Untied States
of America.
(3) 1,182 shares allocated to Mr. Surabian under the Mystic
Financial, Inc. Employee Stock Ownership Plan over which he has
shared voting and dispositive power.
(c) The following transactions involving Mr. Surabian's beneficial
ownership of Common Stock were effected in the past sixty days:
(1) On August 2, 2000, Mr. Surabian purchased 2,000 shares of Common
Stock in an open market transaction, using personal funds, for
an aggregate purchase price of approximately $24,375.
(2) On September 8, 2000, Mr. Surabian exercised options to purchase
5,000 shares of Common Stock, using personal funds, for an
aggregate purchase price of $60,313.
(d) No other person is known to have right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the shares held by Mr. Surabian.
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer.
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There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among Mr. Surabian and any other person or persons
with the respect to the shares of Common Stock, including but not limited
to transfer or voting of any of the shares of Common Stock, finder's fees,
joint ventures, loan or option arrangements, put or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies. None of the Common Stock beneficially owned by Mr. Surabian are
pledged or otherwise subject to a contingency the occurrence of which would
give another person voting power or investment power over such shares.
Item 7. Material to be Filed as Exhibits.
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None.
SIGNATURE
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After reasonable inquiry and to the best of their knowledge and
belief, each of the undersigned certify that the information set forth in
this statement is true, complete, and correct.
Dated: September 26, 2000
/s/Robert H. Surabian
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Robert H. Surabian
