SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Datametrics Corporation
--------------------------------------------------------------
(Name of issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------------
(Title of Class of Securities)
0002380851
-------------------------------------------------
(CUSIP Number)
James Haber
609 Fifth Avenue, Suite 912
New York, New York 10017
-------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
September 27, 1996
---------------------------------------------------------------------
(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
[_]
Check the following box if a fee is being paid with the
statement [X]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent or
less of such class.) (See Rule 13d-7.)
(Page 1 of 21 Pages)
<PAGE>
CUSIP No. 0002380851 Page 2 of 21 Pages
1. Name of Reporting Person
James Haber
S.S. or I.R.S. Identification No. of Above Person
###-##-####
2. Check the appropriate box if a member of a group
a. X
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
7. Sole Voting Power
440,900
8. Shared Voting Power
52,000
9. Sole Dispositive Power
440,900
10. Shared Dispositive Power
52,000
<PAGE>
CUSIP No. 0002380851 Page 3 of 21 Pages
11. Aggregate Amount Beneficially Owned by Each Reporting Person
492,900
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
X
13. Percent of Class Represented by Amount in Row (11)
4.0%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0002380851 Page 4 of 21 Pages
1. Name of Reporting Person
Richard J. Love
S.S. or I.R.S. Identification No. of Above Person
###-##-####
2. Check the appropriate box if a member of a group
a. X
b.
3. SEC Use Only
4. Source of Funds
WC, PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
7. Sole Voting Power
540,000
8. Shared Voting Power
0
9. Sole Dispositive Power
540,000
<PAGE>
CUSIP No. 0002380851 Page 5 of 21 Pages
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
540,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
X
13. Percent of Class Represented by Amount in Row (11)
4.4%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0002380851 Page 6 of 21 Pages
1. Name of Reporting Person
Douglas S. Friedenberg
S.S. or I.R.S. Identification No. of Above Person
###-##-####
2. Check the appropriate box if a member of a group
a. X
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
7. Sole Voting Power
294,442
8. Shared Voting Power
0
9. Sole Dispositive Power
294,442
<PAGE>
CUSIP No. 0002380851 Page 7 of 21 Pages
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
294,442
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
13. Percent of Class Represented by Amount in Row (11)
2.4%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0002380851 Page 8 of 21 Pages
1. Name of Reporting Person
Daniel P. Ginns
S.S. or I.R.S. Identification No. of Above Person
###-##-####
2. Check the appropriate box if a member of a group
a. X
b.
3. SEC Use Only
4. Source of Funds
Not Applicable
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) of 2(3)
6. Citizenship or Place of Organization
U.S.
7. Sole Voting Power
0
8. Shared Voting Power
0
9. Sole Dispositive Power
0
<PAGE>
CUSIP No. 0002380851 Page 9 of 21 Pages
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0002380851 Page 10 of 21 Pages
INTRODUCTION
This statement on Schedule 13D (this "Schedule") is being filed as
an amendment to the original Schedule 13D filed by James Haber ("Haber"),
individually (the "Haber 13D"), and as the original filing on Schedule 13D for
the Group (defined below), the members of which include Haber.
ITEM 1. SECURITY AND ISSUER
This Schedule relates to the common stock, par value $0.01 per share
(the "Common Stock"), of Datametrics Corporation ("Datametrics"). The principal
executive offices of Datametrics are located at 21135 Erwin Street, Woodland
Hills, California 91367.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule is filed on behalf of Haber, Richard J. Love ("Love"),
Douglas S. Friedenberg ("Friedenberg") and Daniel P. Ginns ("Ginns"), who
together constitute a group within the meaning of Rule 13d-1 (the "Group"). The
information requested with respect to each of the members of the Group is as
follows:
1. a. James Haber
b. 609 Fifth Ave, Suite 912, New York, New York 10017
c. The sole general partner of Infiniti Investment Fund,
L.P., an investment limited partnership.
d. No
e. No
f. U.S.
2. a. Richard J. Love
b. 804 Anacapa Street, Santa Barbara, California 93101
c. The sole proprietor of RJL Capital Management, an
unregistered investment advisory company.
d. No
e. No
f. U.S.
<PAGE>
CUSIP No. 0002380851 Page 11 of 21 Pages
3. a. Douglas S. Friedenberg
b. 1775 Broadway, Suite 1410, New York, New York 10019
c. President of Firebird Management Corp., a financial
advisory firm.
d. No
e. No
f. U.S.
4. a. Daniel P. Ginns
b. 62 Hampton Road, Chatham, New Jersey 07928
c. President of Belmont Capital, Inc., a financial and
management advisory firm.
d. No
e. No
f. U.S.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Item 3 of the Haber 13D remains
unchanged, except that, as of the date hereof, Haber is the beneficial owner of
492,900 shares of Common Stock, which shares were purchased on the open market
at an approximate aggregate cost of $3,674,000 and which shares represent 4.0%
of the outstanding shares of Common Stock. Set forth below is the information
required by this Item 3 for the other members of the Group.
As of the date hereof, Love beneficially owns 540,000 shares of
Common Stock (the "Love Shares"). The Love Shares are held in discretionary
managed accounts, including accounts representing 250,000 shares of Common Stock
held in Love's personal account, over which Love has investment discretion. The
Love Shares were purchased in the open market at an approximate aggregate cost
of $2,700,000. The funds for the purchase of the Love Shares held in the managed
account over which Love has investment discretion came from the managed
accounts' own funds and in the case of the Love Shares held in Love's personal
account were purchased with Love's personal funds. No leverage was used to
purchase the Love Shares.
As of the date hereof, Friedenberg beneficially owns 294,442 shares
of Common Stock (the "Friedenberg Shares"). The Friedenberg Shares are held by
the managed accounts over which Friedenberg has investment discretion. The
Friedenberg Shares were purchased in the open market at an approximate aggregate
cost of $1,500,000. The funds for the purchase of the Friedenberg Shares held in
the managed account, over which Friedenberg has investment discretion, came from
the managed accounts' own funds. No leverage was used to purchase the
Friedenberg Shares.
<PAGE>
CUSIP No. 0002380851 Page 12 of 21 Pages
As of the date hereof, Ginns does not beneficially own any shares of
Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
After study and analysis of the prospects for Datametrics' business,
Haber, Love and Friedenberg acquired the shares of Common Stock referred to in
Item 5 in order to establish an equity interest in Datametrics.
On September 27, 1996, members of the Group met with Mr. Sidney E.
Wing ("Wing"), the Chief Executive Officer of Datametrics. At such meeting it
was explained to Wing that the Group believes that a new Board of Directors,
together with current management, would provide a fresh perspective as well as
new financial and business resources which will inure greatly to the benefit of
all stockholders of Datametrics. As part of this strategy to enhance stockholder
value, members of the Group indicated that they sought Wing's continued support
and participation in effecting a smooth transition by, among other things, (i)
seeking the resignation of the current Board of Directors of Datametrics; (ii)
electing new members to the Board of Directors of Datametrics who enjoy the
support and confidence of the Group; and (iii) implementing new business
initiatives.
Copies of biographies of the four individuals who the Group would
have elected to the Board of Directors of Datametrics were subsequently
submitted to Wing by way of a letter dated October 4, 1996 (the "Belmont
Letter") from Ginns, President of Belmont Capital, Inc. ("Belmont"). A copy of
the Belmont Letter is filed as Exhibit 2 to this Schedule and is incorporated
herein by reference.
At that meeting, Ginns also indicated that Belmont would undertake a
complete strategic and operational examination of Datametrics immediately upon
the election of the new Board of Directors.
Belmont is a financial and management advisory firm.
Except as set forth above, the members of the Group do not, at this
time, have any specific plans or proposals which would result in (i) the
acquisition or disposition by any person of securities or additional securities
of Datametrics; (ii) any extraordinary corporate transaction such as a merger or
reorganization involving Datametrics or any of its subsidiaries; (iii) any sale
or transfer of a material amount of the assets of Datametrics or any of its
subsidiaries; (iv) any material change in the present capitalization or dividend
policy of Datametrics; (v) any material change in Datametrics' business or
corporate structure; (vi) any changes in Datametrics' charter or by-laws which
may impede the acquisition or control of Datametrics by any person; or (vii)
causing the Common Stock being delisted or becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act.
Subject to applicable laws and regulations, the members of the Group
may increase their respective holdings through open market purchases, or
otherwise, but reserve their right to dispose of all or any portion of their
Common Stock on terms and at prices determined by them. Whether any of the
members of the Group purchase any additional Common Stock, and the amount and
timing
<PAGE>
CUSIP No. 0002380851 Page 13 of 21 Pages
of any such purchases, will depend on their respective continuing assessment of
pertinent factors, including without limitation the following: the availability
of Common Stock for purchase at particular price levels; Datametrics' business
and prospects; other business and investment opportunities available to the
members of the Group; economic conditions; stock market and money market
conditions; the attitude and actions of the management and Board of Directors of
Datametrics; the availability and nature of opportunities to dispose of the
Common Stock held by the members of the Group; and other plans and capital
requirements of the members of the Group. In addition, the members of the Group
may determine, individually or collectively, to take action with third parties,
including other holders of Common Stock and/or interested third parties to seek
via tender offer, exchange offer, proxy contest, consent solicitation or
otherwise, to acquire control of Datametrics and/or its assets. Depending upon
its assessment of those factors from time to time the members of the Group may,
individually or collectively, modify their present intentions as started in this
Item 4, including determining to dispose of some or all of Common Stock held by
them.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information set forth in Item 5 of the Haber 13D remains
unchanged, except that Haber is the beneficial owner of 492,900 shares of Common
Stock, which shares represent 4.0% of the outstanding Common Stock. Set forth
below is the information required by this Item 5(a) & (b) for the other members
of the Group.
As of the date hereof, Love is the beneficial owner of 540,000
shares of Common Stock. The shares are held in discretionary managed account,
including accounts representing 250,000 shares of Common Stock held in Love's
personal account. Based on information provided by the management of
Datametrics, there are believed to be 12,195,197 shares of Common Stock
outstanding. Therefore, Love beneficially owns 4.4% of the Common Stock. Love
has the power to vote, direct the vote, dispose of or direct the disposition of
the shares of Common Stock that he currently beneficially owns. An additional
250,000 shares of Common Stock are held in advisory accounts over which Love
does not have the power to vote, direct the vote, dispose of or direct the
disposition thereof. Love disclaims beneficial ownership with respect to such
shares of Common Stock.
As of the date hereof, Friedenberg is the beneficial owner of
294,442 shares of Common Stock. The shares are held in discretionary account
over which Friedenberg has investment discretion. Based on information provided
by the management of Datametrics, there are believed to be 12,195,197 shares of
Common Stock outstanding. Therefore, Friedenberg beneficially owns 2.4% of the
Common Stock. Friedenberg has the power to vote, direct the vote, dispose of or
direct the disposition of the shares of the Common Stock that he currently
beneficially owns.
As of the date hereof, Ginns does not beneficial own any shares of
Common Stock.
<PAGE>
CUSIP No. 0002380851 Page 14 of 21 Pages
(c) Below is a list of purchases (sales or dispositions indicated in
brackets) of shares of Common Stock by the members of the Group since August 7,
1996, all of which, unless indicated otherwise, were effected through ordinary
brokerage transactions on the American Stock Exchange:
AVERAGE PRICE
NAME DATE NUMBER OF SHARES PER SHARE
---- ---- ---------------- ---------
[Friedenberg 08/09/96 4,300 $ 3.000]
Haber 08/12/96 600 2.750
Haber 08/12/96 600 2.750
Haber 08/15/96 500 2.906
Haber 08/15/96 500 2.906
Haber 08/15/96 1,000 2.813
Haber 08/15/96 1,000 2.813
Haber 08/16/96 850 2.625
Haber 08/16/96 850 2.625
Haber 08/23/96 5,000 2.125
Haber 08/23/96 5,000 2.125
Haber 08/30/96 1,500 2.354
Haber 08/30/96 1,500 2.354
Haber 09/11/96 750 1.625
Haber 09/11/96 750 1.625
[Friedenberg 09/12/96 5,000 2.250]
[Haber 09/13/96 500 1.875]
[Haber 09/13/96 500 1.875]
[Friedenberg 09/16/96 2,700 2.000]
[Friedenberg 09/17/96 10,000 1.813]
Haber 09/17/96 1,000 1.500
Haber 09/17/96 1,000 1.500
[Friedenberg 10/01/96 900 1.750]
[Friedenberg 10/02/96 600 1.750]
Friedenberg 10/03/96 100 1.750
<PAGE>
CUSIP No. 0002380851 Page 15 of 21 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
As referenced in Item 4, a copy of the Belmont Letter is attached as
Exhibit 2 hereto and is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The statement required by Rule 13d-(f)(1) for persons filing joint
statements on Schedule 13D as to the Group is filed herewith as Exhibit 1. A
copy of the Belmont Letter referred to in Item 4 is filed herewith as Exhibit 2.
<PAGE>
CUSIP No. 0002380851 Page 16 of 21 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Schedule 13D is true, complete
and correct.
Date: October 7, 1996 /S/ JAMES HABER
--------------------------
James Haber
/S/ RICHARD J. LOVE
--------------------------
Richard J. Love
/S/ DOUGLAS S. FRIEDENBERG
--------------------------
Douglas S. Friedenberg
/S/ DANIEL P. GINNS
--------------------------
Daniel P. Ginns
<PAGE>
CUSIP No. 0002380851 Page 17 of 21 Pages
EXHIBIT 1
The undersigned agree that the statement on Schedule 13D to which
this Agreement is attached is filed on behalf of each of them.
Dated: October 7, 1996
/S/ JAMES HABER
--------------------------
James Haber
/S/ RICHARD J. LOVE
--------------------------
Richard J. Love
/S/ DOUGLAS S. FRIEDENBERG
--------------------------
Douglas S. Friedenberg
/S/ DANIEL P. GINNS
--------------------------
Daniel P. Ginns
<PAGE>
CUSIP No. 0002380851 Page 18 of 21 Pages
EXHIBIT 2
BELMONT CAPITAL, INC.
62 HAMPTON ROAD
CHATHAM, NEW JERSEY 07928
TEL: (201) 701-0612
FAX: (201) 701-0612
October 4, 1996
The Board of Directors
Datametrics Corporation
21135 Erwin Street
Woodland Hills, CA 91367
Attn: Mr. Sidney E. Wing
Chief Executive Officer
As you know, we met on September 27, 1996 to discuss the current business and
financial situation of Datametrics corporation (the "Company"), together with a
shareholder group representing a substantial portion of the Company. That
shareholder group which has retained Belmont Capital, Inc. ("Belmont Capital")
made several proposals to you which we understand you will present to the Board
of Directors of the Company on Monday, October 7, 1996.
It was explained to you that at this stage in the history of the Company, our
group believes that a new Board of Directors together with current management
will provide a fresh perspective as well as new financial and business resources
which will inure greatly to the benefit of all shareholders of the Company. As
part of this strategy to enhance shareholder value, we have indicated to you
that we seek your continued support and participation as part of our team in
effecting a smooth transition by, among other things, (i) seeking the
resignation of the current Board of Directors; (ii) electing new Members to the
Board of Directors who enjoy the support and confidence of our group; and (iii)
implementing new business initiatives. Our overriding goal is to maximize
shareholder value.
Copies of biographies of the four individuals we would have elected to the Board
of Directors of the Company are entered as Schedule A.
We have also indicated to you that Belmont Capital will undertake a complete
strategic and operational examination of the Company immediately upon the
election of the new Board of Directors. As we explained to you, Belmont Capital
is a financial and management advisory firm that brings together an experienced
and seasoned team (selected biographies are attached to this letter)
<PAGE>
CUSIP No. 0002380851 Page 19 of 21 Pages
of management, operations, financial and investor relation professionals whose
mission it is (i) to analyze, evaluate and review a company's current
operations, (ii) to examine and appraise various business and strategic
alternatives available to a company, and, (iii) to prepare a report which sets
forth the results of Belmont Capital's analysis as well as proposed corporate
actions and recommendations. As you know, Belmont Capital has been asked to be
part of the strategic revival of the Company by the shareholder group.
Belmont Capital's approach to corporate strategy is both pragmatic and
well-disciplined. We examine and evaluate a company's strategic position from
both an internal and external point of view. Accordingly, we assess a company's
business mission and corporate actions in light of financial and human
resources, product positioning and market acceptance, competitive conditions,
technological change and the regulatory environment. We appraise the breadth of
a company's suppliers, clients and competition to address the needs of the
market place, deal with and anticipate continuing threats to the success of a
company, and uncover sources of potential strategic alliances. It is our
practice that no opportunity be ignored and no threat be dismissed out of hand.
We spend a great deal of time with management, employees and outside service
providers to evaluate areas of distinctive competence and unique expertise. We
seek to identify strengths and weaknesses within the context of exploiting a
company's competitive advantages and realizing areas which should be redressed.
We are operationally oriented and undertake a thorough review of a company's
manufacturing, purchasing, inventory and logistical practices to pinpoint areas
of inefficiencies which by definition reduce gross margins.
From a financial point of view, we appraise a company's capital structure and
funding needs, its asset and liability management practices, and its cost
control and auditing procedures. When required, we have provided and/or
identified financial resources to assist company's in achieving their goals.
<PAGE>
CUSIP No. 0002380851 Page 20 of 21 Pages
We are confident that you will agree that our plan of action is carefully
designed and structured to maximize shareholder value. We trust that you agree
that the resignation of the current Board of Directors (except for Mr. Wings
resignation) is a necessary first step in providing a smooth transition to a new
Board of Directors which we believe is clearly in the best interest of all
shareholders.
Very truly yours,
/S/ DANIEL P. GINNS
- ------------------------------
Daniel P. Ginns
President
DPG/ws
Enclosure
cc: Douglas Friedenberg
James Haber
Adrien Maught
Martin Weisberg, Esq.
<PAGE>
CUSIP No. 0002380851 Page 21 of 21 Pages
SCHEDULE A
DOUGLAS S. FRIEDENBERG (45) has been President of Firebird Capital Management
since 1993, managing two hedge funds. This work has included active
participation in corporate restructuring when necessary. He has also written a
regular column for HEDGE FUND REVIEW, an industry publication read by much of
the hedge fund community.
In 1991, Mr. Friedenberg co-founded and became President of Unicorn Capital
Management, a hedge fund manager.
From 1983 to 1991, he managed investor portfolios for Morgan Stanley. He
specialized in convertible bonds and other derivative securities. Mr.
Friedenberg also developed expertise in tax-advantaged investments for corporate
cash management, related largely to hedged dividend capture.
DANIEL P. GINNS (46) is President of Belmont Capital, Inc., an investment,
management and financial advisory company. He was President of American Bridge
Capital Services Incorporated, a short-term finance investment company, and its
predecessor partnership, American Bridge Finance Limited Partnership from 1985
to 1991. Mr. Ginns also held the position of Senior Vice President of Corporate
Finance of Moseley Securities from 1985 to 1988 and was named head of Corporate
Finance of Moseley Securities in 1987. Prior to his work at Moseley Securities,
Mr. Ginns worked in the corporate finance department of Warburg Paribas Becker,
Inc. from 1980 to 1984 and as a financial advisor to Nissho Iwai Corporation in
Tokyo, Japan from 1978 to 1980. Mr. Ginns has considerable experience in
management restructurings, public offerings and private placements for a wide
range of small to medium-sized companies.
ADRIEN A. MAUGHT (47) is currently President of the Adrien A. Maught Company, a
consulting firm which as provided production and operations management to
manufacturing, service and industrial companies for the past twenty years. He is
also President and Chief Executive Officer of Park Plaza, Inc. From 1976 to
1980, Mr. Maught was Senior Vice President of OMI, a diversified international
oil field supplies and environmental protection company. Prior to that
experience, he spent several years with Frank B. Hall & Company and Johnson &
Higgins, Inc. in various capacities within the insurance industry. Mr. Maught
has spent considerable time working overseas in various marketing and finance
positions.
JAMES HABER (33) is the sole General Partner of Infiniti Investment Fund, L.P.
an investment partnership founded in 1991. Infiniti Investment Fund, L.P. is
engaged in a wide range of investment activities of public traded securities.
Since 1993, Mr. Haber has also served as the Trading Manager of Tendencia
Overseas Fund, Ltd., an investment fund which is engaged in investment
activities similar to those of Infiniti Investment Fund, L.P.
From 1985 to 1990, he was a financial consultant for Merrill Lynch where he was
involved in various trading and financial management positions involving a broad
spectrum of investment vehicles.
