SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. One
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:
Kathleen A. Maher, Esq.
Tyler Cooper & Alcorn
205 Church Street
P.O. Box 1936
New Haven, Connecticut 06509-1910
(203) 784-8200
(Name, address and telephone number of person authorized
to receive notices and communications)
July 11, 1996
(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 [ ].
CUSIP No. 20479530 6
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(1) Name of Reporting Person:
Martin A. Roenigk SSN: ###-##-####
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(2) Check the Appropriate Box if a Member of a Group:
(a) X (b)
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(3) SEC USE ONLY:
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(4) Source of Funds: (PF)
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(3): [ ]
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(6) Citizenship: United States
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Number of Shares Beneficially Owned by Reporting Person With:
(7) Sole Voting Power: 1,895,345
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(8) Shared Voting Power: 0
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(9) Sole Dispositive Power: 1,895,345
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(10) Shared Dispositive Power: 0
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(11) Aggregate Amount Beneficially Owned By Reporting Person: 1,895,345
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
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(13) Percent of Class Represented by Amount in Row (11):
47.9%
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(14) Type of Reporting Person: IN
CUSIP No. 20479530 6
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(1) Name of Reporting Person:
Alan Markowitz SSN: ###-##-####
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(2) Check the Appropriate Box if a Member of a Group:
(a) X (b)
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(3) SEC USE ONLY:
- ----------------------------------------------------------------------------
(4) Source of Funds: (PF)
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(3): [ ]
- ----------------------------------------------------------------------------
(6) Citizenship: United States
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Number of Shares Beneficially Owned by Reporting Person With:
(7) Sole Voting Power: 565,115
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(8) Shared Voting Power: 0
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(9) Sole Dispositive Power: 565,115
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(10) Shared Dispositive Power: 0
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(11) Aggregate Amount Beneficially Owned By Reporting Person: 565,115
- ----------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
- ----------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11):
18.1%
- ----------------------------------------------------------------------------
(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 Nevada
corporation (formerly a Pennsylvania corporation). The address of the
Company's principal executive offices is 120 union Street, Willimantic,
Connecticut 06226.
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 CompuDyne Corporation, 120 Union
Street, Willimantic, Connecticut 06226. The business address of Mr.
Markowitz is c/o Paragon Financial, 555 City Line Avenue, Bala Cynwyd,
Pennsylvania 19004.
Mr. Roenigk's present principal occupation is as Chairman, President and
Chief Executive Officer of the Company, located at the above-mentioned
address. 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, Bala 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 2,460,460, "shares" of the Company's Common
Stock reported in this Schedule by Mr. Roenigk and Mr. Markowitz represent
the (a) the number of issued and outstanding shares owned by Messrs. Roenigk
and Markowitz due to the conversion of $400,000 aggregate principal amount of
the Company's Senior Convertible Promissory Notes (the "Notes"), (b) the
issuance of an aggregate of 600,000 shares of newly issued Common Stock
pursuant to a Stock Purchase Agreement between the Company and Messrs.
Roenigk and Markowitz (the "Stock Purchase Agreement"), (c) 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 (d) the number of shares of Common Stock for which Mr.
Roenigk has been granted purchase options. The Notes, when issued, had a
conversion price of $1.50 per share. In order to induce Messrs. Roenigk and
Markowitz to convert the Notes to shares of Common Stock, on May 23, 1996,
the Board of Directors of the Company authorized a reduction in the
conversion exercise price of the Notes from $1.50 to $1.00 per share. The
Board of Directors took into consideration the bid/ask price of CompuDyne
Common Stock on the date of such authorization, which was $1.00 (bid) and
$1.75 (ask), and the trading restrictions on the stock due to Messrs.
Roenigk's and Markowitz's affiliation with the Company. The purchase price
for the shares of Common Stock issued pursuant to the Stock Purchase
Agreement was $1.00 per share. The shares of the Company's Common Stock
allocable to each of Mr. Roenigk and Mr. Markowitz from each of the
categories described above are as follows:
<TABLE>
Common Stock or
Common Stock Equivalents
<CAPTION>
Mr. Roenigk Mr. Markowitz
<S> <C> <C>
Common Stock Issued
and Outstanding (a) 300,000 100,000
Common Stock Issued
and Outstanding (b) 450,000 150,000
Series D Preference Stock 945,345 315,115
Options 200,000 -
--------- -------
Total 1,895,345 565,115
(a) Due to conversion of the Notes.
(b) Issued pursuant to the Stock Purchase Agreement.
</TABLE>
Funds used to convert the Notes and to pay for the shares of Common
Stock pursuant to the Stock Purchase Agreement were derived from the personal
funds of Messrs. Roenigk and Markowitz.
Item 4. Purpose of Transaction.
Messrs. Roenigk and Markowitz agreed to convert the Notes and to
purchase shares of Common Stock in order to provide the Company (a) with the
funds required to purchase 100% of the Common Stock of Shorrock Electronic
Systems, Inc. and (b) additional working capital. In addition, it was
believed by the Board of Directors of the Company that the conversion of the
Notes and the issuance of additional shares of Common Stock would strengthen
the balance sheet of the Company by increasing common stockholders' equity
and reducing balance sheet debt.
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 an aggregate of 1,895,345 shares, or rights to
acquire shares, of the Company's Common Stock. Of those shares, 750,000
shares are issued and outstanding and 1,145,345 are rights which 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, and (ii) 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. Assuming Mr. Roenigk converted the Series D Preference Stock and
exercised such options, Mr. Roenigk would own 47.9% of CompuDyne's Common
Stock. Assuming Mr. Roenigk converted his options and both Mr. Roenigk and
Mr. Markowitz convert all of the Series D Preference Stock, Mr. Roenigk would
own 44.4% of the Common stock and Mr. Markowitz would own 13.2%.
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
July 16, 1996, the Company had 2,807,832 shares of Common Stock issued and
outstanding. Accordingly, Mr. Roenigk's 945,345 shares of Series D
Preference Stock and his ownership of 750,000 shares of Common Stock
represent approximately 41.7% 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 32.9% of such voting power for
the election of directors. Assuming the conversion of all of the shares of
Series D Preference Stock, and the exercise by Mr. Roenigk of his options to
purchase 200,000 shares of the Company's Common Stock, Mr. Roenigk would hold
1,895,345 shares of the Company's Common Stock, or approximately 43.3% 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 520,000 shares of
common stock, par value $.01 per share, of Corcap, Inc. ("Corcap"). He is
also a director of Corcap. Corcap currently owns 97,721 shares of the
Company's Common Stock, which represents approximately 5.4% of the voting
power of issued and outstanding shares on all issues. Corcap's 97,721 shares
of Common Stock represent approximately 2.2% of the Company's Common Stock on
a fully diluted basis. Mr. Roenigk's 542,534 shares of Corcap common stock
represents approximately 16.1% of Corcap's issued and outstanding voting
shares.
Pursuant to the terms of the Series D Preference Stock, each share of
Preference Stock is entitled to one vote per share with respect to the
election of directors, effective as of August 1, 1996, unless the Board of
Directors of the Company, in its sole and absolute discretion, approves a
resolution prior to such date prohibiting such change in voting rights, in
which case such share of Series D Preference Stock will continue to have
1/3.08 vote per share. In the event the Board of Directors of the Company
approves such a resolution, on May 1 of each subsequent year, each share of
Series D Preference Stock will have one vote. Effective July 9, 1996,
CompuDyne changed its state of incorporation from Pennsylvania to Nevada. In
connection with the reincorporation, the Board of Directors of CompuDyne
(Nevada) approved a resolution permitting an increase in voting rights of the
Series D Preference Stock to one vote per share in the election of directors
effective August 1, 1996. Consequently, as of August 1, 1996, Mr. Roenigk
will have 41.7% of the voting power of issued and outstanding shares
(including the Series D Preference Stock) for all issues, including the
election of directors.
Mr. Roenigk has the sole power to vote and to dispose of the shares held
by him.
(b) Mr. Markowitz has an aggregate of 565,115 shares or rights to
acquire shares of the Company's Common Stock. Of those shares, 250,000
shares are issued and outstanding and 315,115 are rights which are derived
from the right to convert at any time 315,115 shares of the Company's Series
D Preference Stock into 315,115 shares of Common Stock. Assuming Mr.
Markowitz converted the Series D Preference Stock, Mr. Markowitz would own
18.1% of CompuDyne's Common Stock.
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
July 16, 1996, the Company had 2,807,832 shares of Common Stock issued and
outstanding. Accordingly, Mr. Markowitz's 315,115 shares of Series D
Preference Stock and his ownership of 250,000 shares of Common Stock
represent approximately 13.9% 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 11.0% of such voting power for
the election of directors. Assuming conversion of all of the shares of
Series D Preference Stock, Mr. Markowitz would hold 565,115 shares of the
Company's Common Stock, or approximately 12.9% 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.
Pursuant to the terms of the Series D Preference Stock, each share of
Preference Stock is entitled to one vote per share with respect to the
election of directors, effective as of August 1, 1996, unless the Board of
Directors of the Company, in its sole and absolute discretion, approves a
resolution prior to such date prohibiting such change in voting rights, in
which case each share of Series D Preference Stock will continue to have
1/3.08 vote per share. In the event the Board of Directors of the Company
approves such a resolution, on May 1 of each subsequent year, each share of
Series D Preference Stock will have one vote. Effective July 9, 1996,
Compudyne changed its state of incorporation from Pennsylvania to Nevada. In
connection with the reincorporation, the Board of Directors of CompuDyne
(Nevada) approved a resolution permitting an increase in voting rights of the
Series D Preference Stock to one vote per share in the election of directors
effective August 1, 1996. Consequently, as of August 1, 1996, Mr. Markowitz
will have 13.9% of the voting power of issued and outstanding shares
(including the Series D Preference Stock) for all issues, including the
election of directors.
Mr. Markowitz has the sole power to vote and to dispose of the shares of
Common Stock owned by him.
(c) Pursuant to the terms of the Series D Preference Stock, the Company
is obligated to redeem 252,092 shares of the Series D Preference Stock (or
such lesser number as may then be issued and outstanding) on August 31st of
each of the years 2006 through and including 2010. On March 29, 1996,
Messrs. Roenigk and Markowitz waived their rights to have the shares of
Series D Preference Stock redeemed and released the Company of any obligation
to so redeem the Shares under such redemption provisions.
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 Purchase Agreement, dated as of July 11, 1996, among
CompuDyne Corporation, Martin Roenigk and Alan Markowitz.
(2) Notice and Agreement, dated July 11, 1996, between Martin Roenigk
and CompuDyne Corporation.
(3) Notice and Agreement, dated July 11, 1996, between Alan Markowitz
and CompuDyne Corporation.
(4) Waivers, dated March 29, 1996, by Martin Roenigk and Alan Markowitz
in favor of CompuDyne Corporation.
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: July 26, 1996
/s/ Martin A. Roenigk
Martin A. Roenigk
/s/ Alan Markowitz
Alan Markowitz
EXHIBIT 1
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of this 11th
day of July, 1996, by and among COMPUDYNE CORPORATION, a Nevada corporation
("CompuDyne"), MARTIN ROENIGK, a Connecticut resident ("Roenigk"), and ALAN
MARKOWITZ, a Pennsylvania resident ("Markowitz") (Roenigk and Markowitz are
collectively referred to herein as the "Purchasers").
WITNESSETH:
WHEREAS, Sellers desire to sell shares of newly issued stock to Purchasers
and Purchasers desire to purchase the same.
NOW THEREFORE, in consideration of the premises, the parties hereto agree
as follows:
1.1 Purchase of Shares. On the basis of the representations, warranties and
agreements, and upon the terms and conditions herein set forth,
Purchasers, severally and not jointly, agree to purchase from CompuDyne,
and CompuDyne agrees to sell and deliver to Purchasers on the Closing Date
(as defined in Section 1.2) the respective number of shares (the "Shares")
of CompuDyne common stock, par value $.75 per share (CompuDyne Common
Stock"), set forth opposite the name of each Purchaser on Schedule A
hereto, at the purchase price of $1.00 per share.
1.2 Closing. The purchase shall take place on such date as the parties may
agree upon in writing, but in no event, later than July 31, 1996 (the
"Closing Date").
1.3 Delivery of Stock Certificates. On the Closing Date, upon receipt of the
full purchase price for the Shares from the Purchasers, CompuDyne shall
deliver certificates for the Shares to be purchased to the Purchasers
registered in the names of the Purchasers as they may designate at least
5 days prior to the Closing Date.
Article II
CompuDyne represents and warrants to each Purchaser as follows:
2.1 Organization and Standing of CompuDyne. CompuDyne is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Nevada.
2.2 Shares. The Shares, upon issuance and payment, will be duly authorized,
validly issued and outstanding, fully paid and nonassessable.
Article III
Each Purchaser, severally and not jointly based upon the percentage of
Shares each Seller owns, represents and warrants to CompuDyne, as follows:
3.1 Investment. Each Seller is acquiring the Shares for his own account as
principal and not with a view to, or for, distribution or
fractionalization thereof, in whole or in part, and no other person has a
direct or indirect beneficial interest in the Shares.
3.2 No Distributive Intent. Neither Purchaser will sell or otherwise
transfer any Shares without registration under the Securities Act of
1933, as amended (the "Act"), and under applicable state securities or
"blue sky" laws, or pursuant to an exemption therefrom. Each Purchaser
fully understands and agrees that he must bear the economic risk of the
Shares for an indefinite period of time because, among other reasons,
the Shares have not been registered under the Act or under the
securities laws of any state and, therefore, they cannot be resold,
pledged, assigned or otherwise disposed of unless they are subsequently
registered under the Act and under the applicable securities laws of
such states or an exemption from such registration is available. Each
certificate for the Shares will be imprinted with a legend in
substantially the following form:
The security evidenced hereby has not been registered under the
Securities Act of 1933, as amended, or any state securities laws and
may not be sold, transferred, assigned, pledged or otherwise
distributed for value unless (a) there is an effective registration
statement under such act and applicable state securities laws
covering such securities or (b) the Corporation receives an opinion
of counsel for the holder of these securities acceptable to the
Corporation (concurred in by counsel for the corporation) stating
that such sale, transfer, assignment, pledge or distribution is
exempt from the registration and prospectus delivery requirements of
such Act and such state laws and that such sale, transfer,
assignment, pledge or distribution will not cause the original
issuance of such securities by the Corporation to be in violation of
the registration and prospectus delivery requirements of such Act of
such state laws.
3.3 Information. Each Purchaser has received and reviewed a copy of
CompuDyne's Annual Reports filed on Form 10-K, Quarterly Reports filed on
Form 10-Q and Current Reports filed on Form 8-K for the past two years.
3.4 Accredited Investor. Each Purchaser has read the text of Rule 501(a)(1)-
(8) of Regulation D under the Act, and confirms that he is an "accredited
investor" as described thereby.
3.5 Experience. Each Purchaser has such knowledge and experience in financial
and business matters that he is capable of evaluating the merits and risks
of the purchase of the Shares.
Article IV
4.1 Amendment and Modification. This Agreement may be amended, modified or
supplemented only by written agreement of the parties hereto at any time
prior to the Closing Date.
4.2 Governing Law. This Agreement shall be governed by the laws of the State
of Connecticut, without giving effect to the principles of conflicts of
laws thereof, as to all matters.
4.3 Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
4.4 Headings. Articles and section headings contained in this Agreement are
solely for the purpose of reference, are not part of the agreement of the
parties and shall not affect in any way the meaning or interpretation of
this Agreement.
IN WITNESS WHEREOF, CompuDyne has caused this Agreement to be signed by its
duly authorized officer, and each Purchaser has signed this Agreement, as of the
date first above written.
COMPUDYNE CORPORATION
By /s/ Martin Roenigk
Martin Roenigk
President
PURCHASERS:
/s/ Martin Roenigk
/s/ Alan Markowitz
SCHEDULE A
Martin Roenigk 450,000 Shares
Alan Markowitz 150,000 Shares
EXHIBIT 3
NOTICE AND AGREEMENT
The undersigned, pursuant to Section 7(c) of a Senior Convertible
Promissory Note, dated August 21, 1995 (the "Note"), in the aggregate principal
amount of $100,000, hereby elects to convert the entire principal amount of the
Note into 100,000 fully paid and nonassessable shares of Common Stock of
CompuDyne Corporation, a Nevada corporation ("CompuDyne") (formerly a
Pennsylvania corporation), at the conversion rate of $1.00 per share.
CompuDyne hereby agrees that the Conversion Rate of $1.50 per share set forth
in the Note is lowered to $1.00 to induce the undersigned to convert the
entire principal amount of the Note and in consideration of this conversion.
Pursuant to Section 7(a) of the Note, the undersigned shall be entitled to
$9,790.53 of accrued and unpaid interest on the Note through the Conversion
Date (as defined in the Note). Accompanying this Notice is the Note
surrendered to CompuDyne for conversion duly endorsed to Maker. CompuDyne
hereby waives the requirement set forth in Section 7(c) of the Note to give
at least 30 days' notice to CompuDyne prior to conversion. The stock
certificate for 100,000 shares should be issued to the undersigned. The
undersigned understands and agrees that the stock certificate for the Shares
will bear a legend with respect to the the Shares not having been registered
under the Securities Act of 1933, as amended, or any state securities laws
and the restrictions on transferability as a result thereof.
/s/ Alan Markowitz
AGREED TO:
COMPUDYNE CORPORATION
By /s/ Martin Roenigk
Martin Roenigk
President
EXHIBIT 3
NOTICE AND AGREEMENT
The undersigned, pursuant to Section 7(c) of a Senior Convertible
Promissory Note, dated August 21, 1995 (the "Note"), in the aggregate principal
amount of $100,000, hereby elects to convert the entire principal amount of the
Note into 100,000 fully paid and nonassessable shares of Common Stock of
CompuDyne Corporation, a Nevada corporation ("CompuDyne") (formerly a
Pennsylvania corporation), at the conversion rate of $1.00 per share.
CompuDyne hereby agrees that the Conversion Rate of $1.50 per share set forth
in the Note is lowered to $1.00 to induce the undersigned to convert the
entire principal amount of the Note and in consideration of this conversion.
Pursuant to Section 7(a) of the Note, the undersigned shall be entitled to
$9,790.53 of accrued and unpaid interest on the Note through the Conversion
Date (as defined in the Note). Accompanying this Notice is the Note
surrendered to CompuDyne for conversion duly endorsed to Maker. CompuDyne
hereby waives the requirement set forth in Section 7(c) of the Note to give
at least 30 days' notice to CompuDyne prior to conversion. The stock
certificate for 100,000 shares should be issued to the undersigned. The
undersigned understands and agrees that the stock certificate for the Shares
will bear a legend with respect to the the Shares not having been registered
under the Securities Act of 1933, as amended, or any state securities laws
and the restrictions on transferability as a result thereof.
/s/ Alan Markowitz
AGREED TO:
COMPUDYNE CORPORATION
By /s/ Martin Roenigk
Martin Roenigk
President
EXHIBIT 4
WAIVER
This Agreement made this 29th day of March, 1996, by and between CompuDyne
Corporation (the "Company"), a corporation incorporated under the laws of
Pennsylvania, and Martin Roenigk (the "Shareholder"):
WHEREAS, the Shareholder is the beneficial owner of 945,345 shares (the
"Shares") of a series of the Company's Preference Stock known as
Convertible Preference Stock, Series D (the "Stock"); and
WHEREAS, under the terms of paragraph (b) of section 4 of the
Certificate of Designations of the Stock (the "Redemption Provision" of
the "Certificate of Designations"), the Company is obligated to redeem
252,092 shares of the Stock (or such lesser number as may then be issued
and outstanding) on August 31st of each of the years 2006 through and
including 2010; and
WHEREAS, it is the intent of the Company and the Shareholder that the
Shareholder release the Company from said obligation to redeem in
respect of the Shares, that the Shareholder waive any right he may have
under the Redemption Provision, and that all other provisions of the
Certificate of Designations remain in full force and effect.
NOW, THEREFORE, in consideration of ten dollars ($10.00) and other good and
valuable consideration hereby acknowledged as received by the Shareholder:
The Shareholder hereby waives any right to have the Shares redeemed
pursuant to the Redemption Provision, and releases the Company of any
obligation to so redeem the Shares under the Redemption Provision.
None of the foregoing shall be construed to modify in any way any provision
of the Certificate of Designations other than paragraph (d) of Section 4.
COMPUDYNE CORPORATION MARTIN ROENIGK
BY: /s/ MARTIN ROENIGK /s/ MARTIN ROENIGK
ITS: PRESIDENT
WAIVER
This Agreement made this 29th day of March, 1996, by and between CompuDyne
Corporation (the "Company"), a corporation incorporated under the laws of
Pennsylvania, and Alan Markowitz (the "Shareholder"):
WHEREAS, the Shareholder is the beneficial owner of 315,115 shares (the
"Shares") of a series of the Company's Preference Stock known as
Convertible Preference Stock, Series D (the "Stock"); and
WHEREAS, under the terms of paragraph (b) of Section 4 of the
Certificate of Designations of the Stock (the "Redemption Provision" of
the "Certificate of Designations"), the Company is obligated to redeem
252,092 shares of the Stock (or such lesser number as may then be issued
and outstanding) on August 31st of each of the years 2006 through and
including 2010; and
WHEREAS, it is the intent of the Company and the Shareholder that the
Shareholder release the Company from said obligation to redeem in
respect of the Shares, that the Shareholder waive any right he may have
under the Redemption Provision, and that all other provisions of the
Certificate of Designations remain in full force and effect.
NOW, THEREFORE, in consideration of ten dollars ($10.00) and other good and
valuable consideration hereby acknowledged as received by the Shareholder:
The Shareholder hereby waives any right to have the Shares redeemed
pursuant to the Redemption provision, and releases the Company of any
obligation to so redeem the Shares under the Redemption Provision.
None of the foregoing shall be construed to modify in any way any provision
of the Certificate of Designations other than paragraph (d) of Section 4.
COMPUDYNE CORPORATION ALAN MARKOWITZ
BY: /s/ MARTIN ROENIGK /s/ ALAN MARKOWITZ
ITS: CHAIRMAN
