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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. One)
Metatec Corporation
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(Name of Issuer)
Common Shares, par value $.10 a share
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(Title of Class of Securities)
591398 10 2
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(CUSIP Number)
Jeffrey M. Wilkins, 7001 Metatec Boulevard
Dublin, Ohio 43017 (614) 761-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 10, 1997
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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(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.)
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SCHEDULE 13D
CUSIP No.: 591398 10 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey M. Wilkins
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
The reporting person disclaims membership in any group. (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
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 of America
7 SOLE VOTING POWER
549,228
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
549,228
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
549,228
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
14 TYPE OF REPORTING PERSON
IN
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ITEMS 1 THROUGH 7 OF SCHEDULE 13D
FOR
JEFFREY M. WILKINS
Item 1. Security and Issuer
This schedule relates to Common Shares, par value $.10 a share (the
"Shares"), of Metatec Corporation, a Florida corporation (the "Company"), whose
principal executive offices are located at 7001 Metatec Boulevard, Dublin, Ohio
43017.
Item 2. Identity and Background
This schedule is being filed by Jeffrey M. Wilkins ("Mr. Wilkins"),
whose business address is 7001 Metatec Boulevard, Dublin, Ohio 43017. Mr.
Wilkins is the Chairman of the Board and Chief Executive Officer of the Company.
The Company's address is set forth in Item 1, above. The Company is an
information industry services company offering optical disc manufacturing and
distribution, software development, and network services.
Mr. Wilkins has not been, during the last five years, convicted in any
criminal proceeding, excluding traffic violations.
Mr. Wilkins has not been, during the last five years, 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 finding any violation with respect to
such laws.
Mr. Wilkins is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
On April 2, 1993, Mr. Wilkins filed a Schedule 13D (the "Initial
Schedule 13D") with the Securities and Exchange Commission to report his
beneficial ownership of more than five percent of the outstanding Shares of the
Company. Mr. Wilkins is filing this Amendment No. One to the Initial Schedule
13D (the "Amended Schedule 13D") to report a material decrease in the percentage
of the Shares beneficially owned by Mr. Wilkins.
The Initial Schedule 13D reported Mr. Wilkins' beneficial ownership of
626,619 Shares. Of this amount, 600,000 Shares (the "Restricted Shares") were
issued in connection with the termination of an agreement between Mr. Wilkins
and the Company under which the Company had agreed to issue an indefinite number
of Shares to Mr. Wilkins on a deferred basis pursuant to an escrow arrangement
intended to continue until the first quarter of 1996 (the "Original Agreement").
The Original Agreement was entered into in connection with the Company's
acquisition in 1990 of all of the shares of the Company's subsidiary,
Metatec/Discovery Systems, Inc. ("Discovery"). At the time of that acquisition,
Mr. Wilkins surrendered an option to purchase 48% of Discovery's shares in
exchange for the Original Agreement. In March 1993, the Company and Mr. Wilkins
renegotiated the Original Agreement and effectively capped the number of Shares
which could be received by Mr. Wilkins as a result of the termination of his
original option by issuing the Restricted Shares to him. The Restricted Shares
were issued to Mr. Wilkins subject to a risk that he would forfeit such Shares
if his employment was terminated by the Company "for cause" or by Mr. Wilkins
"without good reason" (as those terms are defined in Mr. Wilkins' employment
agreement with the Company) on or before February 29, 1996, and subject to a
risk that he would forfeit all or part of the Restricted Shares under a formula
based primarily on the pre-tax profits of Discovery. As of December 31, 1995,
which was the end of the formula period, all of the Restricted Shares had been
earned by Mr. Wilkins. All of the Restricted Shares became fully vested on March
1, 1996. In addition, the Company agreed, among other things,
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to register any unforfeited Restricted Shares at Mr. Wilkins' request, and the
Company has fulfilled this obligation by registering all of the Restricted
Shares on a Form S-3 Registration Statement which was effective May 23, 1996
(the "Registration Statement").
Of the other Shares identified in the Initial Schedule 13D: (a) 7,491
Shares were acquired by Mr. Wilkins in August 1990 in exchange for the common
shares of Discovery which Mr. Wilkins owned at the time of the Company's
acquisition of Discovery; and (b) 19,128 Shares were acquired by Mr. Wilkins in
various open market purchases from December 1989 through October 1991 for which
Mr. Wilkins used his personal funds.
As set forth in the Initial Schedule 13D, Mr. Wilkins beneficially
owned 15.7% of the outstanding Shares at the time of the filing of the Initial
Schedule 13D. In June 1993 and May 1995 the Company issued 1,000,000 Shares and
1,500,000 Shares, respectively, in public offerings. In addition, between the
date of filing the Initial Schedule 13D and April 2, 1997, Mr. Wilkins (i)
received an option to purchase 25,000 Shares pursuant to the Company's employee
stock option plan, and (ii) sold 13,500 Shares in various open market
transactions at the then-prevailing market price. The net effect of the
foregoing was that, on April 2, 1997, Mr. Wilkins beneficially owned 638,119
Share, or 9.1% of the outstanding Shares.
During the period of April 3, 1997 through April 10, 1997, Mr. Wilkins
sold a total of 88,891 Shares in three separate privately-negotiated
transactions. All of such Shares were sold for cash at a purchase price of
$4.50, which was the approximate market price of the Shares at that time. Such
sales decreased Mr. Wilkins' percentage ownership of the outstanding Shares from
9.1% to 7.9%, or a decrease of 1.2%
Item 4. Purpose of Transaction
The purpose of the issuance of the Restricted Shares, which was the
transaction requiring the filing of the Initial Schedule 13D, was to establish a
limit as to the number of Shares potentially issuable to Mr. Wilkins under the
Original Agreement while maintaining incentive features similar to those
contained in the Original Agreement.
The purpose of the sale of the 88,891 Shares, which was the transaction
requiring the filing of this Amended Schedule 13D, was to raise funds for Mr.
Wilkins' personal use. Mr. Wilkins may in the future, from time to time, sell
additional Shares subject to the Registration Statement in such amounts, at such
prices, and on such terms and conditions, either publicly or privately, as he
may deem necessary or appropriate. It is currently anticipated that the funds
raised from any such sales will be used by Mr. Wilkins for his personal use.
Except as set forth in the preceding paragraph, Mr. Wilkins has no
individual plans or proposals which relate to or would result in: (a) the
acquisition or disposition of additional securities of the Company; (b) an
extraordinary corporate transaction involving the Company and 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; (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) changes in the Company's
charter, bylaws or 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 cease to be quoted in the NASDAQ
over-the-counter-market; (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; or (j) any action similar to any of
those enumerated above.
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Item 5. Interest in Securities of the Issuer.
(a) Mr. Wilkins is the beneficial owner of 549,228 Shares,
which represents 7.9% of the outstanding Shares.
(b) Mr. Wilkins has the sole power to vote and dispose of all
549,228 Shares of which he is the beneficial owner, together with all
other rights as a shareholder in the Company with respect to such
Shares (including the right to receive dividends).
(c) Other than as stated in Item 6, above, no transactions in
the Shares were effected during the past 60 days by Mr. Wilkins.
(d) No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from
the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
There are no contracts, arrangements, understandings, or relationships
(legal or otherwise) between Mr. Wilkins and any other person with respect to
any securities of the Company.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
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
accurate.
May 10, 1997 /s/ Jeffrey M. Wilkins
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Jeffrey M. Wilkins
