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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. Four)
Metatec International, Inc.
(Name of Issuer)
Common Shares, without par value
(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)
February 17, 2000
(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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SCHEDULE 13D/A
CUSIP No.: 591398 10 2
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
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
420,328
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
420,328
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
739,078
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
14 TYPE OF REPORTING PERSON
IN
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ITEMS 1 THROUGH 7 OF SCHEDULE 13D/A
FOR
JEFFREY M. WILKINS
Item 1. Security and Issuer
This schedule relates to Common Shares, without par value (the "Shares"),
of Metatec International, Inc., an Ohio 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
international information distribution 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 or similar misdemeanors). 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 17, 1999, Mr. Wilkins filed with the Securities and Exchange
Commission Amendment No. 3 to his Schedule 13D ("Amendment No. 3"). Amendment
No. 3 reported that Mr. Wilkins then beneficially owned 586,828 Shares, or 9.3%
of the outstanding Shares. Mr. Wilkins is filing this Amendment No. 4 to report
a material increase in the percentage of the Shares beneficially owned by him as
a result of the following:
1. On February 17, 2000, options for 106,250 Shares previously granted to Mr.
Wilkins became vested and fully exercisable. These options were granted to
Mr. Wilkins in his capacity as an employee of the Company.
2. Mr. Wilkins is deemed to be the beneficial owner of 46,000 Shares owned by
a limited partnership of which he is a general partner. These 46,000 Shares
were not previously included in Amendment No. 3.
As a result of the foregoing, Mr. Wilkins' percentage ownership of the
outstanding Shares increased from 9.3% to 11.6%, or an increase of 2.3%.
Item 4. Purpose of Transaction
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
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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 739,078 Shares (including 318,750
Shares of which he has the right to acquire), which represents 11.6% of the
outstanding Shares.
(b) Mr. Wilkins has the sole power to vote and dispose of 420,328 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.
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 21, 2000 /s/ Jeffrey M. Wilkins
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Jeffrey M. Wilkins
