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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)
Cobra Electronics Corporation
(Name of Issuer)
Common Stock, par value $.33 1/3
(Title of Class of Securities)
19104210
(CUSIP Number)
Gerald M. Laures
Vice President-Finance and Secretary
Cobra Electronics Corporation
6500 West Cortland Street
Chicago, Illinois 60635
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 31, 1990
(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).
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.
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CUSIP No. 19104210 13D Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jerry Kalov
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
SC
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
7 SOLE VOTING POWER
NUMBER OF
SHARES 646,800
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON
9 SOLE DISPOSITIVE POWERWITH
646,800
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
646,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 19104210 SCHEDULE 13D Page 3 of 6
Item 1. Security and Issuer.
This Statement on Schedule 13D ("Schedule 13D") of Regulation
13D-G of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended, relates to the common stock, par value $.33 1/3 per share
("Common Stock"), of Cobra Electronics Corporation, a Delaware corporation
(formerly known as Dynascan Corporation) (the "Company"). The principal
executive offices of the Company are located at 6500 West Cortland Street,
Chicago, Illinois 60635.
Item 2. Identity and Background.
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(c)
(a) Principal
Name of Person (b) Occupation
Filing this Statement Business Address or Employment
--------------------- ---------------- -------------
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Jerry Kalov 6500 West Cortland Street President and Chief
Chicago, Illinois 60635 Executive Officer of
the Company
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(d) - (e) During the last five years, Mr. Kalov has not been
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) 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) Mr. Kalov is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
On December 31, 1990, Mr. Kalov exercised options to purchase
375,000 shares (the "Shares") of Common Stock at an exercise price of $3.33 per
share. Such options were granted to Mr. Kalov under the Company's 1985 Stock
Option Plan. Pursuant to a Key Executive Employment Agreement dated as of
January 1, 1988, between the Company and Mr. Kalov (the "Employment Agreement")
(Exhibit 1), the source of the funds for the purchase of the Shares was a
$1,250,000 full recourse loan made by the Company to Mr. Kalov pursuant to that
certain Term Loan Promissory Note dated December 31, 1990 (the "Note") (Exhibit
2). Under the terms of the Note, Mr. Kalov is required to repay the entire
$1,250,000, together with any accrued but unpaid interest at the per annum rate
of 8.5%, by December 31, 1995. Mr. Kalov has the option of prepaying the
outstanding principal balance and any accrued interest thereon, or any portion
thereof, at any time prior to December 31, 1995. As of March 31, 1994, the
amount outstanding under the Note was approximately $1,631,000. As a condition
to extending credit to Mr. Kalov under the terms of the Note, the Shares were
pledged by Mr. Kalov pursuant to that certain Key Executive Pledge Agreement
dated December 31, 1990, by and between Mr. Kalov and the Company (the "Pledge
Agreement") (Exhibit 3).
Item 4. Purpose of Transaction.
As President and Chief Executive Officer of the Company, Mr.
Kalov purchased the Shares because he believes it is important, as the
President and Chief Executive Officer of the Company, to have an ownership
interest in the Company.
(a) Mr. Kalov has options to purchase an additional 321,000
shares of Common Stock granted under the Company's 1988 Stock Option Plan. The
exercise price per share of such options is $3.875 and such options are
presently exercisable with respect to 256,800 shares.
(b)-(j) Not applicable.
Item 5. Interest in Securities of the Issuer.
(a) As of April 4, 1994, Mr. Kalov beneficially owned 646,800
shares of Common Stock, or 10.0% of the outstanding Common Stock.(1) Such
number includes presently exercisable options to purchase 256,800 shares of
Common Stock (4.0%) granted pursuant to the Company's 1988 Stock Option Plan.
_______________
1 Based on 6,226,648 shares of Common Stock outstanding as of April
4, 1994, as reported on the Company's Proxy Statement for its 1994
Annual Meeting of Shareholders, plus 256,800 shares of Common Stock
subject to the presently exercisable options.
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CUSIP NO. 19104210 SCHEDULE 13D Page 4 of 6
(b) As of April 4, 1994, Mr. Kalov had the sole power to vote
or direct the vote and to dispose or direct the disposition of 390,000 shares
of Common Stock and the right to acquire, upon exercise of presently
exercisable options, the sole power to vote or direct the vote and to dispose
or direct the disposition of 256,800 shares of Common Stock.
(c) Other than the purchase by Mr. Kalov of 375,000 shares of
Common Stock on December 31, 1990, at an exercise price of $3.33 per share, Mr.
Kalov has not had any transactions in the Common Stock since November 2, 1990,
the 60th day preceding the date of the event which requires the filing of this
Schedule 13D. The information set forth in Item 3 is incorporated herein by
reference.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with
Respect to Securities of the Issuer.
Exhibit 1 sets forth the Employment Agreement governing the
terms of Mr. Kalov's employment with the Company. Under the terms of the
Employment Agreement, the Company agreed to extend credit, with full recourse,
to Mr. Kalov for the purpose of the exercise of the options to purchase the
Shares, and as noted in Item 3, such extension and exercise occurred. The
Company further agreed in the Employment Agreement to register, upon Mr.
Kalov's written request, on Form S-3 under the Securities Act of 1933 Mr.
Kalov's resale of 225,000 of the Shares and agreed to keep such registration
statement effective for 24 months or until the resale of the balance of such
225,000 Shares would not require registration. Prior to any resale of such
225,000 shares, the Company has a right to repurchase such 225,000 Shares at a
per share price equal to 95% of the average closing price per share for the
first five business days of a ten-day repurchase period as reported on the
over-the-counter market by NASDAQ. Finally, the Company agreed in the
Employment Agreement to grant an option to purchase an additional 321,000
shares of Common Stock at an exercise price of $3.875 per share pursuant to the
Company's 1988 Stock Option Plan, and to extend credit for the exercise of such
options.
Exhibit 2 sets forth the Note which evidences Mr. Kalov's
obligation to repay the $1,250,000 loan from the Company, together with accrued
interest thereon, by December 31, 1995. The information set forth in Exhibit 3
is incorporated herein by reference. In the event that Mr. Kalov disposes of
any of the Shares, he is required to pay to the Company the lesser of (i) the
total amount of the proceeds of such disposition and (ii) the amount of unpaid
principal and interest outstanding under the Note multiplied by a fraction, the
numerator of which is the number of the Shares for which the proceeds are
received, and the denominator of which is 375,000.
Exhibit 3 sets forth the Pledge Agreement which evidences Mr.
Kalov's pledge of the Shares to the Company to secure the payment of his
obligations under the Note. The information set forth in Exhibit 3 is
incorporated herein by reference. Under the terms of the Pledge Agreement, Mr.
Kalov granted security interests to the Company in the Shares and in any other
property distributed in respect of or in exchange for the Shares. The Shares
were delivered to the Company together with a duly executed instrument of
transfer in blank. Until a default, Mr. Kalov retains the right to vote the
Shares for all purposes not inconsistent with the Pledge Agreement. Until the
Note is paid in full, however, subject to the provisions of the Employment
Agreement, under the terms of the Pledge Agreement Mr. Kalov must pledge any
dividends or other consideration received on the Shares to the Company.
Item 7. Material to be Filed as Exhibits.
The exhibits accompanying this Schedule 13D are listed in the
accompanying Exhibit Index located after the signature page.
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CUSIP NO. 19104210 SCHEDULE 13D Page 5 of 6
SIGNATURE
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: April 22, 1994
Jerry Kalov
Jerry Kalov
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CUSIP NO. 19104210 SCHEDULE 13D Page 6 of 6
EXHIBIT INDEX
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Exhibit No. Exhibit
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Exhibit 1 Key Executive Employment Agreement dated as of January 1, 1988--Filed as exhibit No. 10-15 to the Company's Form
10-K for the year ended December 31, 1987 (File No. 0-511), hereby incorporated by reference.
Exhibit 2 Term Loan Promissory Note dated December 31, 1990--Filed as exhibit No. 10-12 to the Company's Form 10-K for the
year ended December 31, 1990 (File No. 0-511), hereby incorporated by reference.
Exhibit 3 Key Executive Pledge Agreement dated December 31, 1990--Filed as exhibit No. 10-12 to the Company's Form 10-K for
the year ended December 31, 1990 (File No. 0-511), hereby incorporated by reference.
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