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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
DATAMETRICS CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
0002380851
(CUSIP Number)
ANDREW HULSH, ESQ.
BAKER & MCKENZIE
701 BRICKELL AVENUE, SUITE 1600
MIAMI, FLORIDA 33131-2827
(305) 789-8900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 9, 1997
(Date of Event which Required 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. [ ] (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 5 Pages)
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CUSIP No. 0002380851 (Page 2 of 5 Pages)
1. Name of Reporting Person, S.S. or I.R.S. Identification No. of Above
Person:
DOUGLAS S. FRIEDENBERG
2. Check the Appropriate Box if a Member of a Group
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization UNITED STATES
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 965,532 SHARES
8. Shared Voting Power 0
9. Sole Dispositive 965,532 SHARES
10. Shared Dispositive Power 0
11 Aggregate Amount Beneficially
Owned by Each Reporting Person 965,532 SHARES
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11) 7.3%
14. Type of Reporting Person IN
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CUSIP No. 0002380851 (Page 3 of 5 Pages)
This Schedule 13D (the "Statement") is filed on behalf of Douglas S.
Friedenberg. Mr. Friedenberg is sometimes referred to herein as a "Reporting
Person". The Reporting Person purchased the shares of Common Stock identified
in this Statement in his capacity as investment manager for certain managed
accounts.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock (the "Common Stock") of
Datametrics Corporation (the "Issuer"). The Issuer's principal executive
offices are located at 21135 Erwin Street, Woodland Hills, California 91367.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is filed on behalf of the Reporting Person.
(b) 1775 Broadway, Suite 1410, New York, New York 10019.
(c) Mr. Friedenberg is an investment manager. Reference is made to
paragraph (b) of this Item 2 for the address of Mr. Friedenberg's principal
place of employment.
(d) The Reporting Persons has not, during the past five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Persons has not, during the past five years, been 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) Mr. Friedenberg is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Statement relates to the Reporting Person's beneficial ownership
of an aggregate of 965,532 shares of Common Stock.
The Reporting Person purchased the shares of Common Stock identified
in this Statement in his capacity as investment manager for certain managed
accounts over which he has investment discretion. The aggregate purchase price
for the shares of Common Stock identified in this Statement was approximately
$2,877,285, excluding commissions. The source of funds for acquiring the
foregoing shares of Common Stock was the assets of certain investment accounts
managed by the Reporting Person.
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CUSIP No. 0002380851 (Page 4 of 5 Pages)
ITEM 4. PURPOSE OF TRANSACTION.
This Statement reports the beneficial ownership by the Reporting
Person of over 5 percent of the Issuer's outstanding Common Stock. The purpose
of each Reporting Person's acquisition of Common Stock was to acquire an equity
interest in the Issuer as an investment.
The Reporting Person believes that the shares of Common Stock may be
undervalued. The Reporting Person intends to review his investment in the
Common Stock on a regular basis and, depending upon changes in his analysis of
the Issuer, general economic and market conditions, investment opportunities
and other factors, including applicable legal constraints, the Reporting Person
may at any time determine to increase or decrease the amounts of his investment
in the Common Stock. The Reporting Person reserves the right to acquire
additional Common Stock, to dispose of some or all of the Common Stock
beneficially owned by him either in the open market, in privately negotiated
transactions or otherwise, or to take such other action or actions with respect
to the Common Stock as he deems advisable. The determination of the Reporting
Person to seek to acquire additional shares of Common Stock will depend on
various factors including, but not limited to, the availability of additional
Common Stock for purchase at what the Reporting Person considers to be
reasonable prices, the terms and conditions available for such purchases and
other investment opportunities.
Except as described above, the Reporting Person has no specific plans
or proposals that would result in any actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D.
Notwithstanding the foregoing, the Reporting Persons may communicate
and ultimately meet with members of the Issuer's management and with other
shareholders of the Issuer respecting the performance of the Issuer's
management and possible ways in which shareholder value can be maximized.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on May 9, 1997, the Reporting Person
owned an aggregate of 965,532 shares of Common Stock:
(b) Holders of the Common Stock are entitled to vote on all matters
presented to a vote of shareholders. The Reporting Person has the sole power to
vote or direct the vote of and to dispose or direct the disposition of the
965,532 shares of Common Stock, identified in this Statement.
(c) From September 19, 1996 through May 9, 1997, the Reporting Person
purchased 965,532 shares of Common Stock in open market purchases at an average
price of $2.98 per share.
(d) Not applicable.
(e) Not applicable.
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CUSIP No. 0002380851 (Page 5 of 5 Pages)
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
DATED: May 9, 1997 /s/ Douglas S. Friedenberg
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Douglas S. Friedenberg
