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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
E-SYNC NETWORKS, INC.
--------------------
(Name of Issuer)
Common Stock, no par value
------------
(Title of Class of Securities)
269156105
-----------------------
(CUSIP Number)
John C. Maxwell
Managing Director
Commercial Electronics, LLC
375 Park Avenue, Suite 1604
New York, New York 10152
Tel. No.: (212) 755-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
August 30, 1999
-----------------------------------------
(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 Sections 240.13d-1(3), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
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Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes 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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CUSIP NO. 269156105 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commercial Electronics Capital Partnership, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[X]
(B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF
SHARES 1,183,040
BENEFICIALLY -------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0
PERSON -------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
1,183,040
-------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,183,040
Includes ownership of (i) 558,040 shares of Common Stock and (ii)
625,000 shares of Common Stock issuable upon conversion of 250,000
shares of Preferred Stock.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.6%
14 TYPE OF REPORTING PERSON
PN
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CUSIP NO. 269156105 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commercial Electronics, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[X]
(B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF
SHARES 3,549,120
BENEFICIALLY -------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0
PERSON -------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
3,549,120
-------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,549,120
Includes ownership of (i) 1,674,120 shares of Common Stock and (ii)
1,875,000 shares of Common Stock issuable upon conversion of 750,000
shares of Preferred Stock.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.6%
14 TYPE OF REPORTING PERSON
OO
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CUSIP NO. 269156105 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Electronic Investments, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[X]
(B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 1,183,040
PERSON -------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,183,040
- --------------------------------------------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,183,040
Includes ownership of (i) 558,040 shares of Common Stock and (ii)
625,000 shares of Common Stock issuable upon conversion of 250,000
shares of Preferred Stock.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.6%
14 TYPE OF REPORTING PERSON
OO
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CUSIP NO. 269156105 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael P. Schulhof
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[X]
(B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
NUMBER OF
SHARES 4,732,160
BENEFICIALLY -------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0
PERSON -------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
4,732,160
-------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,732,160
Includes beneficial ownership of 2,232,160 shares of Common Stock and
(ii) 2,500,000 shares of Common Stock issuable upon conversion of
1,000,000 shares of Preferred Stock.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.4%
14 TYPE OF REPORTING PERSON
IN
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Amendment No. 1 to Schedule 13D
Commercial Electronics, L.L.C., a Delaware limited liability company
("CE LLC"), Commercial Electronics Capital Partnership, L.P., a Delaware limited
partnership ("CECAP"), Electronics Investments, L.L.C., a Delaware limited
liability company ("EI LLC"), which serves as the general partner of CECAP, and
Michael P. Schulhof, an individual and United States citizen, who serves as the
Manager of CE LLC and EI LLC (collectively, the "Reporting Persons"), originally
filed Schedule 13D (the "Schedule 13D") on February 8, 1999 with respect to the
common stock, no par value, of Wiltek, Inc., a Connecticut corporation
("Wiltek"). This Amendment No.1 to the Schedule 13D (this "Amendment"), dated
September 23, 1999, amends the Schedule 13D as set forth below. Pursuant to a
Merger Agreement, dated as of July 15, 1999, by and between Wiltek and E-Sync
Networks, Inc., a Delaware corporation (the "Company"), Wiltek merged with and
into the Company. Consequently, this Amendment, which is filed on behalf of the
Reporting Persons, relates to the ownership of the common stock, no par value
(the "Common Stock"), of the Company.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, no par value, of the
Company. The address of the Company's principal executive office is 35 Nutmeg
Drive, Trumbull, Connecticut 06611.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On August 30, 1999, CECAP acquired 375,000 shares of Common Stock at a
price of $1.00 per share, pursuant to the exercise of warrants purchased by
CECAP from the Company pursuant to the Securities Purchase Agreement, dated
January 28, 1999, among Wiltek, CECAP and CE LLC (the "Securities Purchase
Agreement"). On August 30, 1999, CE LLC acquired 1,125,000 shares of Common
Stock at a price of $1.00 per share, pursuant to the exercise of warrants
purchased by CE LLC from the Company pursuant to the Securities Purchase
Agreement. Funding for such exercises was provided by contributions to CECAP and
CE LLC as capital by each of their respective partners and members.
ITEM 4. PURPOSE OF TRANSACTION.
CECAP and CE LLC exercised the warrants in order to provide working
capital to the Company. In addition, the decision to exercise the warrants was
based upon their evaluation of the Company's business and prospects, and upon
developments (including, but not limited to,
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performance of the Common Stock in the market, availability of funds,
alternative uses of funds, and money, stock market and general economic
conditions).
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
The responses set forth in Item 3 are incorporated herein.
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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: September 23, 1999
COMMERCIAL ELECTRONICS CAPITAL PARTNERSHIP, L.P.
By: Electronics Investments, L.L.C., its General Partner
By: /s/ Michael P. Schulhof
------------------------------
Name: Michael P. Schulhof
Title: Managing Member
COMMERCIAL ELECTRONICS, L.L.C.
By: /s/ Michael P. Schulhof
------------------------------
Name: Michael P. Schulhof
Title: Chief Executive Officer
ELECTRONICS INVESTMENTS, L.L.C.
By: /s/ Michael P. Schulhof
------------------------------
Name: Michael P. Schulhof
Title: Managing Member
MICHAEL P. SCHULHOF
/s/ Michael P. Schulhof
------------------------------
