SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CompuDyne Corporation
(Name of Issuer)
Common Stock (Par Value $.75 Per Share)
(Title of Class of Securities)
20479530 6
(CUSIP Number)
Martin A. Roenigk
c/o MicroAssembly Systems, Inc.
120 Union Street
Willimantic, Connecticut 06226
(203) 456-0200
with a copy to:
Robert J. Metzler II, Esq.
Tyler Cooper & Alcorn
CityPlace - 35th Floor
Hartford, Connecticut 06103
(203) 725-6200
(Name, address and telephone number of person authorized
to receive notices and communications)
August 21, 1995
(Dates of events which require
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 this statement [X].
CUSIP No. 20479530 6
____________________
_____________________________________________________________________________
(1) Name of Reporting Person:
Martin A. Roenigk
_____________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group:
(a) X (b) ____
_____________________________________________________________________________
(3) SEC USE ONLY:
_____________________________________________________________________________
(4) Source of Funds: (PF)
_____________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(3): [ ]
_____________________________________________________________________________
(6) Citizenship: United States
_____________________________________________________________________________
Number of Shares Beneficially Owned by Reporting Person With:
(7) Sole Voting Power: 1,345,345
_____________________________________________________________________________
(8) Shared Voting Power: 0
_____________________________________________________________________________
(9) Sole Dispositive Power: 1,345,345
_____________________________________________________________________________
(10) Shared Dispositive Power: 0
_____________________________________________________________________________
(11) Aggregate Amount Beneficially Owned By Reporting Person: 1,345,345
_____________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
_____________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11):
37.8%
_____________________________________________________________________________
(14) Type of Reporting Person: IN
CUSIP No. 20479530 6
____________________
_____________________________________________________________________________
(1) Name of Reporting Person:
Alan Markowitz
_____________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group:
(a) X (b) ___
_____________________________________________________________________________
(3) SEC USE ONLY:
_____________________________________________________________________________
(4) Source of Funds: (PF)
_____________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(3): [ ]
_____________________________________________________________________________
(6) Citizenship: United States
_____________________________________________________________________________
Number of Shares Beneficially Owned by Reporting Person With:
(7) Sole Voting Power: 381,781
_____________________________________________________________________________
(8) Shared Voting Power: 0
_____________________________________________________________________________
(9) Sole Dispositive Power: 381,781
_____________________________________________________________________________
(10) Shared Dispositive Power: 0
_____________________________________________________________________________
(11) Aggregate Amount Beneficially Owned By Reporting Person: 381,781
_____________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
_____________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11):
10.7%
_____________________________________________________________________________
(14) Type of Reporting Person: IN
Item 1. Security and Issuer.
This Schedule relates to the Common Stock, Par Value $0.75 Per Share
("Common Stock") of CompuDyne Corporation (the "Company"), a Pennsylvania
corporation. The address of the Company's principal executive offices is 90
State House Square, Hartford, Connecticut 06103-3720.
Item 2. Identity and Background.
This Schedule is filed by Martin A. Roenigk and Alan Markowitz. The
business address of Mr. Roenigk is c/o MicroAssembly Systems, Inc., 120 Union
Street, Willimantic, Connecticut 06226 ("MicroAssembly Systems"). The
business address of Mr. Markowitz is c/o Paragon Financial, 555 City Line
Avenue, Balla Cynwyd, Pennsylvania 19004.
Mr. Roenigk's present principal occupation is as Chairman and President
of MicroAssembly Systems, a manufacturing company, located at the above-
mentioned address. As of August 21, 1995, Mr. Roenigk became the Chairman,
President and Chief Executive Officer of the Issuer. Mr. Roenigk has not,
during the past five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or been 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. Roenigk is a citizen of the United
States.
Mr. Markowitz's present principal occupation is as President of Paragon
Financial, a company which invests in private companies. Paragon Financial
is located at 555 CityLine Avenue, Balla Cynwyd, Pennsylvania 19004. Mr.
Markowitz has not, during the past five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or been 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. Markowitz is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate number of, 1,727,126, "shares" of the Company's Common
Stock reported in this Schedule by Mr. Roenigk and Mr. Markowitz represent
(a) the number of shares of Common Stock into which they are entitled to
convert 1,260,460 shares of the Company's Convertible Preference Stock,
Series D (the "Series D Preference Stock") and $400,000 principal amount of
the Company's Senior Convertible Promissory Notes, and (b) the number of
shares of Common Stock for which Mr. Roenigk has been granted purchase
options, all in connection with and pursuant to the terms of a certain Stock
Purchase Agreement dated as of August 21, 1995 by and among the Company, Mr.
Roenigk, Mr. Markowitz and MicroAssembly Systems (the "Stock Purchase
Agreement"). The shares of the Company's Common Stock allocable to each of
Mr. Roenigk and Mr. Markowitz from each of the category of derivative
securities held by each of them are as follows:
<TABLE>
<CAPTION>
Common Stock Equivalents
Mr. Roenigk Mr. Markowitz
<S> <C> <C>
Series D Preference Stock 945,345 315,115
Senior Convertible
Promissory Notes 200,000 66,667
Options 200,000
_______ _______
Total 1,345,345 381,782
</TABLE>
As consideration to the Company for its issuance of the Series D
Preference Stock, Messrs. Roenigk and Markowitz transferred to the Company
all of the issued and outstanding capital stock of MicroAssembly Systems,
which capital stock had been held as personal assets by each of them.
Messrs. Roenigk and Markowitz paid to the Company $300,000 and $100,000,
respectively, for the Company's issuance to them of its Senior Convertible
Promissory Notes in like amount. Funds used to acquire the $400,000
aggregate principal amount of Senior Convertible Promissory Notes were
derived from the personal funds of Messrs. Roenigk and Markowitz,
respectively.
The Company issued to Mr. Roenigk options to purchase 200,000 shares of
its Common Stock as an inducement for him to become its Chairman, President
and Chief Executive Officer. The exercise price under the options is $1.50
per share of Common Stock, and the options expire on August 20, 2005.
Item 4. Purpose of Transaction.
Messrs. Roenigk and Markowitz effected the acquisition of the shares
with the intent of assuming control of the Company after negotiating and
consummating the Stock Purchase Agreement with the Company's Board of
Directors. In connection with the consummation of the Stock Purchase
Agreement on August 21, 1995, Norman Silberdick resigned as a director of the
Company and as its Chairman, President and Chief Executive Officer. The
Company's Board of Directors elected Mr. Roenigk to fill Mr. Silberdick's
seat on the Company's Board of Directors and to become its Chairman,
President and Chief Executive Officer. Mr. Markowitz was also elected to the
Company's six member Board of Directors.
Except as noted above with respect to the issuance to Mr. Roenigk of the
options to purchase 200,000 shares of the Company's Common Stock already
included in this statement, neither Mr. Roenigk nor Mr. Markowitz have any
present plans or proposals to purchase additional shares of Common Stock or
to dispose of the rights to acquire shares of Common Stock currently held.
However, additional shares may be purchased from time to time as investment
circumstances warrant.
There are no present plans or proposals which relate to, or would result
in, an extraordinary corporate transaction, such as a merger, reorganization
or liquidation of the Company, the sale or transfer of a material amount of
the assets of the Company, any change in the present management of the
Company, any material change in the present capitalization or dividend policy
of the Company, any other material change in the Company's business or
corporate structure, any changes in the Company's charter or by-laws which
may impede the acquisition of control of the Company by any person, causing
any class of securities of the Company to cease to be authorized or to be
quoted in an inter-dealer quotation system of a registered national
securities association, causing any 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, as amended, or any action
similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Roenigk has beneficial ownership of rights to acquire 1,345,345
shares of the Company's Common Stock, which rights are derived from the right
(i) to convert at any time 945,345 shares of the Company's Series D
Preference Stock into 945,345 shares of Common Stock, (ii) to convert at any
time $300,000 principal amount of the Company's Senior Convertible Promissory
Notes into 200,000 shares of Common Stock, and (iii) to exercise at any time
(within 10 years from August 21, 1995) options to purchase up to 200,000
shares of Common Stock at a purchase price of $1.50 per share, all of which
were acquired pursuant to the consummation of the Stock Purchase Agreement as
set forth in Item 3.
The Series D Preference Stock currently held by Mr. Roenigk has rights
to vote on a share for share basis with the Common Stock on all corporate
issues other than the election of directors. For election of directors each
share of Series D Preference Stock is entitled to 1/3.08 of a vote as
compared to the Common Stock, which is entitled to one vote per share. As of
August 21, 1995, the Company had 1,749,622 shares of Common Stock issued and
outstanding. Accordingly, Mr. Roenigk's 945,345 shares of Series D
Preference Stock represent approximately 31.4% of the voting power of issued
and outstanding shares (including the Series D Preference Stock) for all
issues other than the election of directors, and approximately 14.2% of such
voting power for the election of directors. Assuming the conversion of all
of the shares of Series D Preference Stock, the conversion of the entire
principal amount of the Senior Convertible Promissory Notes and the exercise
by Mr. Roenigk of his options to purchase 200,000 shares of the Company's
Common Stock, Mr. Roenigk would hold 1,345,345 shares of the Company's Common
Stock, or approximately 37.8% of such Common Stock on a fully diluted basis.
Mr. Roenigk does not own or have the right to acquire, directly or
indirectly, any other shares of the Company's Common Stock. Mr. Roenigk
does, however, own 70,000 shares of common stock, par value $.01 per share,
of Corcap, Inc. ("Corcap") and the right to acquire 450,000 additional shares
of such common stock at an exercise price of $.15 per share. He is also a
director of Corcap. Corcap currently owns 670,881 shares of the Company's
Common Stock, which represents approximately 22.3% of the voting power of
issued and outstanding shares on all issues other than the election of
directors and approximately 30.2% of the voting power of issued and
outstanding shares for the election of directors. Corcap's 670,881 shares of
Common Stock represent approximately 18.8% of the Company's Common Stock on a
fully diluted basis. Mr. Roenigk's 70,000 shares of Corcap common stock
represents approximately 2.4% of Corcap's issued and outstanding voting
shares. Upon exercise of his options to purchase the additional 450,000
shares of Corcap's common stock, he would hold approximately 15.4% of
Corcap's common stock.
(b) Mr. Markowitz has beneficial ownership of the rights to acquire
381,782 shares of the Company's Common Stock, which rights are derived from
the right (i) to convert at any time 315,115 shares of the Company's Series D
Preference Stock into 315,115 shares of Common Stock, and (ii) to convert at
any time $100,000 principal amount of the Company's Senior Convertible
Promissory Notes into 66,667 shares of Common Stock, all of which were
acquired pursuant to the consummation of the stock Purchase Agreement as set
forth in Item 3.
The Series D Preference Stock currently held by Mr. Markowitz has rights
to vote on a share for share basis with the Common Stock on all corporate
issues other than the election of directors. For election of directors each
share of Series D Preference Stock is entitled to 1/3.08 of a vote as
compared to the Common Stock, which is entitled to one vote per share. As of
August 21, 1995, the Company had 1,749,622 shares of Common Stock issued and
outstanding. Accordingly, Mr. Markowitz's 315,115 shares of Series D
Preference Stock represent approximately 10.5% of the voting power of issued
and outstanding shares (including the Series D Preference Stock) for all
issues other than the election of directors, and approximately 4.7% of such
voting power for the election of directors. Assuming conversion of all of
the shares of Series D Preference Stock and the conversion of the entire
principal amount of the Senior Convertible Promissory Notes, Mr. Markowitz
would hold 381,782 shares of the Company's Common Stock, or approximately
10.7% of such Common Stock on a fully diluted basis. Mr. Markowitz does not
own or have the right to acquire, directly or indirectly, any other shares of
the Company's Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Mr. Roenigk and Mr. Markowitz have no contracts, arrangements,
understandings or relationships (legal or otherwise) between themselves with
respect to any securities of the Company which relate to such matters as
transfer or voting of any such securities, finder's fees, joint ventures,
loan or option agreements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, and no such
contract, arrangement, understanding or relationship exists between or among
them and the Company. However, Messrs. Roenigk and Markowitz have in the
past consulted, and can in the future be expected to consult between
themselves and with other members of the Company's management concerning
their respective investments in the Company.
Item 7. Material to be filed as Exhibits.
(1) Stock Option Agreement dated August 21, 1995 by and between Martin
Roenigk and the Company.
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.
Date: August 30, 1995
/s/ Martin A. Roenigk
Martin A. Roenigk
/s/ Alan Markowitz
Alan Markowitz
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF
FACT CONSTITUTE CRIMINAL VIOLATIONS (18 U.S.C. 1001).
EXHIBIT 1
COMPUDYNE CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
Option Granted To
Martin Roenigk
Grantee
200,000 $1.50
Number of Option Shares Purchase Price per Share
GRANT DATE: August 21, 1995
EXPIRATION DATE: August 21, 2005
I accept the Option, subject to its terms
set forth above and in the attachment.
/s/ Martin Roenigk
Signature
August 21,1995
Date
NON-QUALIFIED STOCK OPTION TERMS
CompuDyne Corporation ("CompuDyne") hereby grants to the Grantee the
option (the "Option") to purchase on or before the Expiration Date at the
Purchase Price per Share the Option Shares, which shall be fully paid and
non-assessable shares of the Common Stock of CompuDyne, par value $.75 per
share (the "Common Stock").
The Option is granted subject to the following terms and conditions:
1. The Option is immediately exercisable and shall expire on the
Expiration Date.
2. The Option may be exercised, in whole or in part, by written
notification delivered in person or by mail to CompuDyne's Corporate
Secretary at CompuDyne's executive offices in Hartford, Connecticut or at
such other location of its executive offices. Such notification shall be
effective upon its receipt by the Corporate Secretary of CompuDyne on or
before the Expiration Date, and shall be in substantially the form attached
as Exhibit A, specifying the number of shares with respect to which the
Option is then being exercised and accompanied by payment for such shares.
The Option may not be exercised with respect to a fractional share or with
respect to fewer than 100 shares. In the event the Expiration Date falls on
a day which is not a regular business day at CompuDyne's executive offices,
then such written notification must be received at such office on or before
the last regular business day prior to the Expiration Date. Payment is to
be made by check payable to the order of CompuDyne. No shares shall be
issued on exercise of the Option until full payment for such shares has
been made and all checks delivered in payment therefor have been collected.
The Grantee shall not have any rights of a shareholder upon exercise of the
Option, including but not limited to, the right to vote or to receive
dividends, until stock certificates have been issued to the Grantee.
3. CompuDyne shall not be required to issue any certificate or
certificates for shares purchased upon the exercise of any part of the Option
prior to (i) the admission of such shares to listing on any stock exchange on
which the stock may then be listed, (ii) the completion of any registration or
other qualification of such shares under any state or federal law or rulings
or regulations of any governmental regulatory body, if required prior to such
exercise unless an exemption from registration is available, as determined by
CompuDyne in its sole discretion, (iii) the obtaining of any consent or
approval or other clearance from any governmental agency which CompuDyne
shall, in its sole discretion, determine to be necessary or advisable, and
(iv) the payment to CompuDyne, upon its demand, of any amount requested by
CompuDyne for withholding, federal, state or local income or earnings taxes
or any other applicable tax or assessment (plus interest or penalties
thereon, if any, caused by a delay in making such payment) incurred by reason
of the exercise of the Option or the transfer of such shares. The Option
shall be exercised and shares issued only upon compliance with the
Securities Act of 1933, as amended (the "Act"), and any other applicable
securities laws, and the Grantee shall comply with any requirements imposed
by the Securities and Exchange Commission or any state securities commission
under such laws.
If the Grantee qualifies as an "affiliate" (as that term is defined in
Rule 144 ("Rule 144" promulgated under the Act), upon demand by CompuDyne, the
Grantee (or any person acting on his or her behalf) shall deliver to the
Corporate Secretary of CompuDyne at the time of any exercise of the Option a
written representation that upon exercising the Option he will acquire shares
for his own account, that he is not taking the shares with a view to
distribution and that he will dispose of the shares only in compliance with
Rule 144.
4. The Option is not transferrable by the Grantee otherwise than by will
or by the laws of descent and distribution, and is exercisable, during the
life of the Grantee, only by him or by his guardian or legal representative.
More particularly (but without limiting the generality of the foregoing),
the Option may not be assigned, transferred (except as provided above),
pledged or hypothecated in any way, shall not be assignable by operation of
law and shall not be subject to execution, attachment or similar process.
5. Notwithstanding any other provisions:
(a) If the Grantee should die during the term of the Option, the Option
may be exercised by the person designated in the Grantee's last will and
testament or, in the absence of such designation, by the Grantee's estate, to
the full extent that the Option could have been exercised by the Grantee
immediately prior to the Grantee's death, but not later than the second
anniversary of the Grantee's death until the expiration of its original term.
In the event the Option is exercised by the executors, administrators,
legatees or distributees of the estate of the Optionee, CompuDyne shall be
under no obligation to issue shares unless CompuDyne is satisfied that the
person or persons exercising the Option are the duly appointed legal
representatives of the Optionee's estate or the proper legatees or
distributees thereof.
(b) In the event of a merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other changes in corporate
structure or capitalization affecting the Common Stock, the number of shares
remaining to be exercised under the Option and the Purchase Price shall be
appropriately adjusted. If, as a result of any adjustment under this
paragraph, the Grantee becomes entitled to a fractional share, he or she
shall have the right to purchase only the adjusted number of full shares and
no payment or other adjustment will be made with respect to the fractional
share so disregarded.
6. The waiver by CompuDyne of any provision of the Option shall not
operate as or be construed to be a subsequent waiver of the same provision or
a waiver of any other provision of the Option.
7. The Option shall be irrevocable during the Option period and its
validity and construction shall be governed by the laws of the State of
Connecticut.
COMPUDYNE CORPORATION
By /s/ Diane Burns
Diane Burns
Its Corporate Secretary
Exhibit A
NON-QUALIFIED STOCK OPTION EXERCISE NOTICE
________________, 19__
CompuDyne Corporation
90 State House Square
Hartford, Connecticut 06103-3720
Attention:
Ladies and Gentlemen:
Pursuant to the provisions of the Non-Qualified Stock Option agreement,
dated August __, 1995 (the "Agreement"), whereby you have granted me a stock
option (the "Option") to purchase 200,000 shares of Common Stock of CompuDyne
Corporation (the "Company"), I hereby notify you that I elect to exercise the
Option to purchase ____________ of the shares covered by the Option at the
price specified therein.
I understand that the Agreement will be deemed to be amended automatically
to reduce the number of shares remaining to be exercised under the Agreement
by the number of shares exercised by this notice.
In full payment of the price for the shares being purchased, I am
delivering to you herewith a check payable to the order of the Company in the
amount of $__________.
Please mail the stock certificates to me at:
Name _______________________________
Address _______________________________
_______________________________
Calculation of funds due:
Option price $________ x
Number of shares exercised ________
= Cost of Exercise = $__________
plus
Federal income tax (28% x the difference between
the option price and the Fair Market Value of the
shares on the date of exercise x number of shares
exercised)* = $__________
Total Amount Due = $__________
To be paid by:
[ ] Cash or check = $__________
TOTAL = $__________
____________________________
Signature of Grantee
____________________
* In the states that have an income tax, an additional payment may be
required over and above the 28% federal income tax payment when exercising a
non-qualified stock option. Moreover, an additional payment may be required
to cover FICA and other such taxes.
