SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
__________________________
PSC INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
69361E107
(Cusip Number)
__________________________
DR. ROMANO VOLTA
C/O HYDRA S.P.A.
VIA MASSIMO D'AZEGLIO 57
40123 BOLOGNA, ITALY
39-51-580-522
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
__________________________
COPY TO:
MICHAEL S. IMMORDINO, ESQ.
ROGERS & WELLS
CITY TOWER
40 BASINGHALL STREET
LONDON EC2V 5DE, ENGLAND
44-171-628-0101
__________________________
SEPTEMBER 10, 1997
(Date of event which requires filing of this statement)
<square> Check box 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).
<square> Check box if a fee is being paid with the statement.
NB184258.1
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CUSIP No. 69361E107 13D Page 2
_________ __
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
HYDRA INVESTISSEMENTS S.A.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) <square>
(b) <checked-box>
3. SEC USE ONLY
4. SOURCES OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) <square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
LUXEMBOURG
7. SOLE VOTING POWER
NUMBER OF
None
UNITS
8. SHARED VOTING POWER
BENEFICIALLY
1,555,000
OWNED BY
9. SOLE DISPOSITIVE POWER
EACH
None
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER
1,555,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,555,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
14. TYPE OF REPORTING PERSON
CO
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CUSIP No. 69361E107 13D Page 3
_________ __
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
HYDRA S.p.A.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) <square>
(b) <checked-box>
3. SEC USE ONLY
4. SOURCES OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) <square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
ITALY
7. SOLE VOTING POWER
NUMBER OF
None
UNITS
8. SHARED VOTING POWER
BENEFICIALLY
1,555,000
OWNED BY
9. SOLE DISPOSITIVE POWER
EACH
None
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER
1,555,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,555,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
14. TYPE OF REPORTING PERSON
CO
PAGE
<PAGE>
CUSIP No. 69361E107 13D Page 4
________ __
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
LUCIA FANTINI
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) <square>
(b) <checked-box>
3. SEC USE ONLY
4. SOURCES OF FUNDS
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) <square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
ITALY
7. SOLE VOTING POWER
NUMBER OF
None
UNITS
8. SHARED VOTING POWER
BENEFICIALLY
1,555,000
OWNED BY
9. SOLE DISPOSITIVE POWER
EACH
None
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER
1,555,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,555,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
14. TYPE OF REPORTING PERSON
IN
PAGE
<PAGE>
CUSIP No. 69361E107 13D Page 5
_________ __
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
DR. ROMANO VOLTA
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) <square>
(b) <checked-box>
3. SEC USE ONLY
4. SOURCES OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) <square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
ITALY
7. SOLE VOTING POWER
NUMBER OF
425,000
UNITS
8. SHARED VOTING POWER
BENEFICIALLY
1,555,000
OWNED BY
9. SOLE DISPOSITIVE POWER
EACH
425,000
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER
1,555,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,980,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
14. TYPE OF REPORTING PERSON
IN
PAGE
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SCHEDULE 13D
FILED PURSUANT TO RULE 13d-1
OF THE GENERAL RULES AND REGULATIONS UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to shares of the
common stock (the "Common Stock") of PSC Inc., a New York corporation (the
"Issuer"). The Issuer's principal executive offices are located at 675 Basket
Road, Webster, New York 14580.
ITEM 2. IDENTITY AND BACKGROUND.
The names and business addresses of the persons filing this Statement are:
(i) Hydra Investissements S.A., a Luxembourg corporation ("Hydra
Investissements"), which has offices at 3, Place Dargent, Luxembourg; (ii)
Hydra S.p.A., an Italian corporation ("Hydra"), which has offices at Via
Massimo d'Azeglio 57, 40123 Bologna, Italy; (iii) Ms. Lucia Fantini, an Italian
citizen ("Ms. Fantini"), who is a fifty percent shareholder of Hydra and who
has an office at c/o Hydra S.p.A., Via Massimo d'Azeglio 57, 40123 Bologna,
Italy; and (iv) Dr. Romano Volta, an Italian citizen ("Dr. Volta"), who is a
fifty percent shareholder of Hydra and who has an office at c/o Hydra S.p.A.,
Via Massimo d'Azeglio 57, 40123 Bologna, Italy. (Hydra Investissements, Hydra,
Ms. Fantini and Dr. Volta are herein sometimes collectively referred to as the
"Reporting Persons.") The name, business address, present principal occupation
or employment and citizenship of each director and executive officer of Hydra
Investissements and Hydra are set forth on Schedules I and II hereto. During
the past five years no Reporting Person nor, to the best knowledge of the
Reporting Persons, any of the persons listed on Schedules I and II has 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 which resulted in him or it being
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.
Hydra, the corporate parent company of Hydra Investissements, is an
industrial and real estate holding company. Hydra's current investments
include interests in real estate and minority interests in certain
manufacturing companies.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate amount of funds used by Hydra Investissements to purchase
the 110,000 shares of Series A Preferred Stock (as defined in Item 5) and the
Warrant (as defined in Item 5) was approximately $11,000,000. The aggregate
amount of funds to be used by Hydra Investissements to purchase the 180,000
shares of Common Stock through exercise of the Warrant is currently anticipated
to be approximately $1,440,000. Hydra Investissements has used and will use
its working capital to make such purchases.
ITEM 4. PURPOSE OF THE TRANSACTION.
Hydra Investissements and Dr. Volta acquired shares of the Common Stock
of the Issuer for investment purposes. None of the Reporting Persons has any
current plans or proposals which relate to or would result in (a) the
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acquisition by any person of additional securities of the Issuer or the
disposition of any such securities, (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of
its subsidiaries, (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries, (d) any material change in the present
capitalization or dividend policy of the Issuer, (e) any other material change
in the Issuer's business or corporate structure, (f) any other material change
in the Issuer's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any
person, (g) a class of securities of the Partnership being delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association,
(h) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, or (i) any action similar to any of the enumerated
actions in (a) through (h) above.
Simultaneously with the closing of the Purchase Transaction (as defined
below), Dr. Volta was elected to fill a newly created position on the board of
directors of the Issuer. Other than such election, none of the Reporting
Persons has any current plans or proposals which would result in any change in
the present board of directors or management of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Dr. Volta directly owns 425,000 shares of the Common Stock of the
Issuer with sole voting and dispositive power.
Hydra Investissements owns 110,000 shares of the Series A Preferred
Stock of the Issuer (the "Series A Preferred Stock"). According to the
Restated Certificate of Incorporation of the Issuer, the shares of Series A
Preferred Stock are convertible, at any time and at the option of the holders
of the Series A Preferred Stock, into shares of the Common Stock of the Issuer.
The conversion rate is one share of Series A Preferred Stock for 12.5 shares of
Common Stock and is subject to adjustment in certain circumstances.
Accordingly, as adjusted to reflect the conversion of such Series A Preferred
Stock, Hydra Investissements owns beneficially (as that term is defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) 1,375,000 shares of the Common Stock of the Issuer.
Hydra Investissements also owns a warrant (the "Warrant") to
purchase 180,000 shares of the Common Stock of the Issuer. The warrant is
exercisable by Hydra Investissements at any time before 5:00 p.m. New York City
time on September 10, 2001. Accordingly, pursuant to the Warrant, Hydra
Investissements owns beneficially 180,000 shares of the Common Stock of the
Issuer, and through conversion of the Series A Preferred Stock, owns
beneficially in total 1,555,000 shares of Common Stock, representing
approximately 12.2% of the as adjusted shares of the Common Stock outstanding.
Hydra, Ms. Fantini and Dr. Volta may be deemed to be beneficial
owners of the shares of Common Stock of the Issuer beneficially owned by Hydra
Investissements by reason of the ownership by Hydra of 100 percent of the
capital stock of Hydra Investissements and the ownership by each of Ms. Fantini
and Dr. Volta of 50 percent of the capital stock of Hydra. Accordingly, for
purposes of this Statement: (i) Hydra Investissements is reporting that it
shares the power to vote or direct the vote and the power to dispose or direct
the disposition of the total of 1,555,000 shares of Common Stock beneficially
owned by it; (ii) Hydra is reporting that it shares the power to vote or direct
7
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the vote and the power to dispose or direct the disposition of the 1,555,000
shares of Common Stock beneficially owned by Hydra Investissements; (iii) Ms.
Fantini is reporting that she shares the power to vote or direct the vote and
the power to dispose or direct the disposition of the 1,555,000 shares of
Common Stock beneficially owned by Hydra Investissements; and (iv) Dr. Volta is
reporting that he shares the power to vote or direct the vote and the power to
dispose or direct the disposition of the total of 1,555,000 shares of Common
Stock beneficially owned by Hydra Investissements, and that he owns 425,000
shares of Common Stock with sole voting and dispositive power, for a total of
1,980,000 shares of Common Stock owned by Dr. Volta, representing approximately
15.5% of the as adjusted shares of Common Stock outstanding.
(c) On September 10, 1997, Hydra Investissements, through a privately
negotiated transaction (the "Purchase Transaction"), acquired 110,000 shares of
Series A Preferred Stock of the Issuer and a Warrant to purchase 180,000 shares
of the Common Stock of the Issuer, exercisable on or before September 10, 2001
at an exercise price of $8.00 per share, for an aggregate purchase price of
approximately $11,000,000.
During the sixty day period preceding the date of this Statement,
Dr. Volta, through an account at Merrill Lynch Bank (Suisse) S.A., effected the
following transactions with regard to the Common Stock of the Issuer:
<TABLE>
<CAPTION>
DATE TRANSACTION NUMBER OF SHARES PRICE PER SHARE
<S> <C> <C> <C>
July 28 Purchase 2,525 7.00
July 30 Purchase 1,575 7.00
July 31 Purchase 900 7.00
August 5 Sale 10,000 7.2875
August 5 Sale 6,000 7.44792
August 5 Sale 7,000 7.375
August 5 Sale 5,000 7.375
August 28 Purchase 1,500 7.00
(d)-(e) Not applicable.
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Hydra Investissements and the Issuer entered into a Registration and
Investor Rights Agreement, dated September 10, 1997 (the "Registration Rights
Agreement"), pursuant to which the Issuer granted Hydra Investissements certain
demand and piggyback registration rights with respect to the shares of Common
Stock to be issued to Hydra Investissements upon conversion of the Series A
Preferred Stock and upon exercise of the Warrant.
Other than the Registration Rights Agreement, no contracts, arrangements,
understandings or relationships (legal or otherwise) between the Reporting
Persons and any other person exists with respect to any securities of the
Issuer, including but not limited to transfer or voting of any such securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.1 Agreement of Joint Filing, dated September 22, 1997,
among the Reporting Persons.
8
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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.
Dated: September 22, 1997
HYDRA INVESTISSEMENTS S.A.
By: /S/ SERGE THILL
_____________________________
Serge Thill
Director
By: /S/ JEAN-PAUL DEFAY
_____________________________
Jean-Paul Defay
Director
HYDRA S.p.A.
By: /s/ ROMANO VOLTA
_____________________________
Romano Volta, President of
the Board of Directors
LUCIA FANTINI
/S/ LUCIA FANTINI
_________________________________
DR. ROMANO VOLTA
/S/ ROMANO VOLTA
_________________________________
9
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SCHEDULE I
__________
INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF
HYDRA INVESTISSEMENTS S.A.
Set forth in the table below is the name and the present principal
occupation or employment of each of the directors and executive officers of
Hydra Investissements. Unless otherwise indicated, each person listed below is
a Luxembourg citizen and has a principal business address of 3, Place Dargent,
Luxembourg.
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
____ __________________________________________
Jean-Paul Defay Directeur Financier of Hydra Investissements
Toby Herkrath Ma<i^>tre en droit of Hydra Investissements
Serge Thill Consultant to Hydra Investissements
I-1
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SCHEDULE II
___________
INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF
HYDRA S.P.A.
Set forth in the table below is the name and the present principal
occupation or employment of each of the directors and executive officers of
Hydra. Unless otherwise indicated, each person listed below is an Italian
citizen and has a principal business address of Via Massimo d'Azeglio 57, 40123
Bologna, Italy.
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
____ __________________________________________
Romano Volta President of the Board of Directors of Hydra.
Dr. Volta is also self-employed.
Pier Paolo Caruso Member of the Board of Directors of, and
Consultant to, Hydra.
II-1
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EXHIBIT INDEX
_____________
EXHIBIT NO. DESCRIPTION
___________ ___________
7.1 Agreement of Joint Filing, dated September 22, 1997, among the
Reporting Persons.
PAGE
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EXHIBIT 7.1
AGREEMENT OF JOINT FILING
_________________________
Hydra Investissements S.A., Hydra S.p.A., Lucia Fantini and Dr. Romano
Volta agree that the Statement on Schedule 13D to which this Agreement is
attached as an exhibit, and all future amendments to this Statement, shall be
filed on behalf of each of them. This Agreement is intended to satisfy the
requirements of Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of
1934, as amended. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Dated: September 22, 1997
HYDRA INVESTISSEMENTS S.A.
By: /S/ SERGE THILL
_____________________________
Serge Thill
Director
By: /S/ JEAN-PAUL DEFAY
_____________________________
Jean-Paul Defay
Director
HYDRA S.p.A.
By: /s/ ROMANO VOLTA
_____________________________
Romano Volta, President of
the Board of Directors
LUCIA FANTINI
/S/ LUCIA FANTINI
_________________________________
DR. ROMANO VOLTA
/S/ ROMANO VOLTA
_________________________________
<PAGE>
