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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. Three)
Metatec Corporation
(Name of Issuer)
Common Shares, par value $.10 a share
(Title of Class of Securities)
591398 10 2
(CUSIP Number)
Jeffrey M. Wilkins, 7001 Metatec Boulevard
Dublin, Ohio 43017 (614) 761-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 16, 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 that 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
[ ].
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<TABLE>
SCHEDULE 13D
CUSIP No: 591398 10 2
<S> <C>
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Jeffrey M. Wilkins
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
The reporting person disclaims membership in any group. (b) [X ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable
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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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NUMBER OF 7 SOLE VOTING POWER
SHARES 374,328
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED -0-
BY ----------------------------
9 SOLE DISPOSITIVE
EACH POWER
REPORTING PERSON 374,328
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WITH 10 SHARED DISPOSITIVE
POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
586,828
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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)
9.3%
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14 TYPE OF REPORTING PERSON
IN
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</TABLE>
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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, President, 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.
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 February 4, 1998, Mr. Wilkins filed with the Securitie and Exchange
Commission Amendment No. 2 to his Schedule 13D ("Amendment No. 2"). Amendment
No. 2 reported that Mr. Wilkins then beneficially owned 420,478 Shares, or 6.5%
of the outstanding Shares. Mr. Wilkins is filing this Amendment No. 3 to report
a material increase in the percentage of the Shares beneficially owned by him as
a result of the following:
1. On July 16, 1998, options for 200,000 Shares became vested and
fully exercisable.
2. Mr. Wilkins is the settlor of a revocable trust for the
benefit of his family (the "Revocable Trust"). Although the
trustee of the Revocable Trust is an independent third party,
and Mr. Wilkins does not have any voting or dispositive power
with respect to the Shares held by the Revocable Trust, Mr.
Wilkins is deemed to be the beneficial owner of the Shares
held by the Revocable Trust because of his power to revoke
such trust at any time. Amendment No. 2 included 40,000 Shares
owned by the Revocable Trust. On June 15, 1998, the trustee of
the Revocable Trust sold these 40,000 Shares in a private
transaction at a negotiated purchase price.
3. On February 17, 1999, option for 6,250 Shares will become
vested and fully exercisable.
4. Mr. Wilkins is the beneficial owner of 100 Shares as the
trustee of a trust for the benefit of one of his children.
These 100 Shares were not previously included in Amendment No.
2.
As a result of the foregoing, Mr. Wilkins' percentage ownership of the
outstanding Shares increased from 6.5% to 9.3%, or an increase of 2.8%.
Item 4. Purpose of Transaction
The purpose of the sale of the 40,000 Shares was to raise funds for the
beneficiaries of the Revocable Trust.
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.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Wilkins is the beneficial owner of 586,828 Shares
(including 212,500 Shares of which he has the right to
acquire), which represents 9.3% of the outstanding Shares.
(b) Mr. Wilkins has the sole power to vote and dispose of 374,328
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 3, 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.
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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
accurate.
February 8, 1999 /s/ Jeffrey M. Wilkins
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Jeffrey M. Wilkins
