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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Pentacon, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
709620 10 8
------------------------------------------------------
(CUSIP Number)
Michael Black
c/o Bruce M. Taten
Pentacon, Inc.
9432 Old Katy Road, Suite 222
Houston, Texas 77055
713-463-8850
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 10, 1998
------------------------------------------------------
(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(b)(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 the reporting person: (1) has a previous statement on file
reporting beneficial ownership 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.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(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 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).
-1-
<PAGE>
SCHEDULE 13D
- ------------------------------- -------------------------
CUSIP No. 709620 10 8 Page 2 of 7 Pages
- ------------------------------- -------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael Black ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
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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
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 901,321 (6.1%)
BENEFICIALLY ------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 901,321 (6.1%)
------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
901,321 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/_/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 7 Pages
ORIGINAL REPORT ON SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the shares (the "Shares") of common stock,
par value $.01 per share (the "Common Stock"), of Pentacon, Inc., a Delaware
corporation (the "Company"), which has its principal executive offices at 9432
Old Katy Road, Suite 222, Houston, Texas 77055.
Item 2. Identity and Background
This statement is filed by Michael Black, an individual, whose
principal business address is 1114 Windward Court, Fort Wayne, Indiana 46845.
Mr. Black's principal occupation is Consultant to the Company. Mr. Black is a
citizen of the United States.
The remaining sub-items of Item 2 do not apply.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Black acquired beneficial ownership of 901,321 Shares of Common
Stock on March 10, 1998 in connection with the acquisition by the Company of all
the issued and outstanding capital stock of Maumee Industries, Inc., an Indiana
corporation, in exchange for Shares of Common Stock of the Company and cash (the
"Acquisition"). As a result of the Acquisition, Maumee Industries, Inc. is now a
wholly owned subsidiary of the Company.
Item 4. Purpose of Transaction
Mr. Black acquired the Shares of Common Stock reported herein solely
for the purpose of investment. Mr. Black retains the absolute right to vote his
Shares of Common Stock as he individually determines except as otherwise
described in Item 5 hereof. Mr. Black may make additional purchases of Common
Stock either in the open market or in private transactions depending on the
Company's business, prospects and financial condition, the market for the Common
Stock, general economic conditions, money and stock market conditions and other
future developments. However, Mr. Black is subject to that certain Lock-Up
Agreement between Mr. Black and the Company dated March 10, 1998 (see Item 6).
Item 5. Interest in Securities of the Company
There were 14,750,000 Shares of Common Stock outstanding as of March
10, 1998, the date of the consummation of the Acquisition. Mr. Black is deemed
to be the beneficial owner of 901,321 Shares of Common Stock, which constitute
approximately 6.1% of the total issued and outstanding Shares of Common Stock at
March 10, 1998.
Mr. Black has the sole power to vote or direct the vote and the sole
power to dispose or to direct the disposition of all Shares of Common Stock he
beneficially owns. Other than the 901,321 Shares of Common Stock reported on
this Schedule 13D which Mr. Black acquired on March 10, 1998 pursuant to the
Acquisition, Mr. Black has not acquired any Shares of Common Stock in the last
60 days.
<PAGE>
Page 4 of 7 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Company
Pursuant to a Lock-Up Agreement, Mr. Black has agreed with the Company
not to sell any of the Shares of Common Stock he beneficially owns for a period
of one year after the date of consummation of the Acquisition. This restriction
relates to all the 901,321 Shares of Common Stock beneficially owned by Mr.
Black.
Item 7. Material to be filed as Exhibits
1. Agreement and Plan of Organization among the Company, the
Stockholders or Maumee Industries, Inc. and Others, dated
December 1, 1997 (incorporated by reference to Exhibit 10.4 to
the Company's Registration Statement on Form S-1 filed
December 3, 1997 (Registration No. 333-41383)).
2. Lock-Up Agreement between the Company and Michael Black dated
March 10, 1998.
<PAGE>
Page 5 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: March 20, 1998
/s/ MICHAEL BLACK
--------------------------
Michael Black
<PAGE>
Page 6 of 7 Pages
INDEX TO EXHIBIT
<TABLE>
<CAPTION>
Sequentially
Item Description Numbered Page
- -------------------- --------------------------------------------------------------------- -------------------------
<S> <C> <C> <C>
1. Agreement and Plan of Organization among the Company, the ____
Stockholders or Maumee Industries, Inc. and Others, dated
December 1, 1997 (incorporated by reference to Exhibit
10.4 to the Company's Registration Statement on Form S-1
filed December 3, 1997 (Registration No. 333-41383)).
2. Lock-Up Agreement between the Company and Michael Black 7
dated March 10, 1998.
</TABLE>
<PAGE>
Page 7 of 7 Pages
March 10, 1998
Pentacon, Inc.
9432 Old Katy Road, Suite 222
Houston, Texas 77055
Re: Restrictions on Sale of Stock
Dear Sirs:
In consideration of the Agreement and Plan of Organization by
and among Pentacon, Inc. (the "Company"), the undersigned and others dated
December 1, 1997, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the undersigned hereby agrees as
follows:
Unless otherwise agreed by the Company, except for transfers
to immediate family members who agree to be bound by the restrictions set forth
in this letter (the "Agreement") (or trusts for the benefit of the undersigned
or family members, or trusts in which the undersigned is both the grantor and
the beneficiary, the trustees of which so agree), for a period of one year from
the date of issuance, the undersigned shall not offer, pledge, sell, contract to
sell, assign, exchange, transfer, appoint, or otherwise dispose of any shares of
common stock of the Company sold and issued by the Company or transferred to the
undersigned on or prior to the date of this Agreement (the "Restricted Stock").
The certificates evidencing the Restricted Stock will bear a legend
substantially in the form set forth below and containing such other information
as the Company may deem necessary or appropriate.
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED ASSIGNED,
EXCHANGED, TRANSFERRED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF WITHOUT
THE WRITTEN CONSENT OF THE COMPANY, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE
EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, DISTRIBUTION,
APPOINTMENT OR OTHER DISPOSITION PRIOR TO MARCH 13, 1999. UPON THE WRITTEN
REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS
RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE
DATE SPECIFIED ABOVE.
The undersigned acknowledges that the shares of Restricted
Stock have not been and will not be registered under the Securities Act of 1933,
as amended (the "1933 Act") and therefore may not be resold without compliance
with the 1933 Act. The Restricted Stock was acquired solely for the
undersigned's own respective account, for investment purposes only, and with no
present intention of distributing, selling or otherwise disposing of it in
connection with a distribution. The undersigned covenants, warrants and
represents that none of the Restricted Stock will be offered, sold, assigned,
pledged, hypothecated, transferred or otherwise disposed of except after full
compliance with all of the applicable provisions of the 1933 Act and the rules
and regulations of the SEC. All the Restricted Stock shall bear the following
legend in addition to the legend listed above:
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE "ACT") AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER
HEREOF COMPLIES WITH THE ACT AND APPLICABLE SECURITIES LAW.
This Agreement shall be construed in accordance with the laws
of the State of Delaware, excluding any conflicts of law, rule or principle that
might refer same to the laws of another jurisdiction.
In case any provision of this Agreement shall be held invalid,
illegal or unenforceable, it shall, to the extent possible, be modified in such
manner as to be valid, legal and enforceable but so as to most nearly retain the
intent of the parties, and if such modification is not possible, such provision
shall be severed from this Agreement, and in either case the validity, legality
and enforceability of the remaining provisions of this Agreement shall not in
any way be affected or impaired thereby. No provision of this Agreement shall be
interpreted or construed against any party solely because that party or its
legal representative drafted such provision.
Very truly yours,
Signature: /s/ Michael Black
-------------------
Print Name: Michael Black
