SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Ranger Industries, Inc.
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(Name of Issuer)
Common Stock, par value $0.01
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(Title of Class of Securities)
752907105
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(CUSIP Number)
John N. Turitzin
Battle Fowler LLP
75 East 55th Street
New York, New York 10022
(212) 856-7000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 4, 1998
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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. / /
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).
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CUSIP NO.: 752907105
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morton E. Handel
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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
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4 SOURCE OF FUNDS (See Instructions)
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
698,167
NUMBER OF -----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENE- 0
FICIALLY -----------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 298,167
REPORTING -----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
698,167
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
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14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
Common Stock, $0.01 par value (the "Common Stock"), of Ranger Industries,
Inc., a Connecticut corporation (the "Company"), One Regency Drive, Bloomfield,
Connecticut 06002.
Item 2. Identity and Background.
(a) Mr. Morton E. Handel.
(b) S&H Consulting, Ltd., One Regency Drive, Bloomfield, Connecticut
06002.
(c) President of S&H Consulting, Ltd., a privately held investment and
consulting firm. Mr. Handel also holds the following positions:
Director and chairman of the Audit Committee of CompUSA, a
publicly held retailer of computer hardware, software, and
accessories;
Director of Concurrent Computer Corporation, a manufacturer of
real-time computers and computer systems;
Director of Ithaca Industries, Inc., a publicly held manufacturer
of underwear and hosiery;
Director of Toy Biz, Inc., a publicly held manufacturer, importer
and distributor of toys.
(d)/(e) Mr. Handel has not, within the last 5 years, been (i) convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors, if any), or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result of such proceeding 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.
(f) Citizenship: United States.
Item 3. Source and Amount of Funds or Other Consideration.
On August 4, 1998, the Company entered into an employment agreement with
Mr. Handel (the "Employment Agreement"), pursuant to which he has agreed to
serve as chief executive officer of the Company for a term of 5 years, pursuant
to which he has received 500,000 shares of Common Stock of the Company (the
"Employment Shares") and will receive certain cash compensation if certain
contingencies occur. Only 100,000 Employment Shares are presently indefeasibly
vested; the balance of Employment Shares will vest in four tranches of 100,000
shares on the first through fourth anniversaries of the Employment Agreement;
the unvested Employment Shares are subject to forfeiture if the Employment
Agreement is terminated for cause of if Mr. Handel voluntarily terminates the
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Employment Agreement in violation of its terms. Mr. Handel acquired 198,167
shares of Common Stock in December 1996 and January 1997 for cash from his
personal savings.
Item 4. Purpose of Transaction.
Mr. Handel has acquired his shares of Common Stock, including the
Employment Shares, for investment purposes, and as a result thereof, he has a
significant equity investment in the Company. At the present time, but subject
to his continuing evaluation of the factors noted below, Mr. Handel intends to
retain his shares of Common Stock and may purchase additional shares of Common
Stock, in open market transactions or otherwise or sell or otherwise dispose of
some or all of his shares of Common Stock in the open market or in private
transactions. The Employment Shares are not registered under the Securities Act
of 1933, as amended, and the Company is not obligated to register such shares.
Additionally, as of the date hereof, only 100,000 of the Employment Shares are
fully vested, and Mr. Handel, as an officer and director of the Company, is
subject to certain restrictions with respect to the sale of securities under
Section 16 of the Exchange Act.
Any decision to increase Mr. Handel's holdings in the Company will depend
on numerous factors, including, without limitation, the price of the shares of
Common Stock, the terms and conditions relating to their purchase and sale,
regulatory conditions (including regulations applicable to Mr. Handel as an
officer and director of the Company), the availability of any required financing
and the prospects and the profitability of the Company. At any time, Mr. Handel
may also determine to dispose of some or all of the Common Stock, subject to
applicable registration and other regulatory requirements.
Mr. Handel has no current plans in his capacity as a stockholder for any
extraordinary corporate action, such as merger, consolidation, reorganization,
liquidation, sale of a material amount of assets, change in capitalization or
dividend policy, or any other material change in the Company's corporate
structure.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Handel owns an aggregate of 698,167 shares (13.2% of total
outstanding shares) of the Common Stock of the Company, of which only 198,167
shares (3.7%) are eligible for sale without registration or an exemption from
registration under the Securities Act.
Of the 500,000 Employment Shares (none of which is registered under the
Securities Act), only 100,000 are presently fully vested; the balance will
become vested, provided that the Employment Agreement is not terminated for
cause or voluntarily terminated by Mr. Handel in violation of the Employment
Agreement, in accordance with the following schedule:
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On August 4, 1999 100,000
On August 4, 2000 100,000
On August 4, 2001 100,000
On August 4, 2002 100,000
(b) Mr. Handel has sole voting power with respect to all 698,167 shares
(13.2%) owned by him. He has sole dispositive power over all presently vested
shares owned by him, i.e., 298,167 shares, and will have sole dispositive power
over the remaining 400,000 Employment Shares as they become vested commencing in
1999. If such shares do not become vested, they will become treasury shares and
may not be voted, but they may be sold on such terms and conditions as the Board
of Directors of the Company may determine, and thereafter voted by the
purchasers.
(c) Mr. Handel has not engaged in any transactions with respect to shares
of the Company in the last 60 days, other than on account of his entry into the
Employment Agreement.
The percentages set forth above are based on 5,288,644 shares outstanding,
which include all the Employment Shares, including the unvested portion.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Except for the Employment Agreement, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between Mr. Handel and any
other person with respect to any securities of the Company, including but not
limited to transfer or voting any of such securities, finders' fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Employment agreement dated August 4, 1998, between the Company and Mr.
Morton E. Handel, incorporated herein by reference to Exhibit 10.2 of the
Company's Quarterly Report on Form 10-QSB for the quarter ended 6/30/98.
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SIGNATURES
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.
Dated: August 12, 1998 s/ Morton E. Handel
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Morton E. Handel
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