<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 2
THE NATIONAL REGISTRY INC.
--------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
63735L 10 3
-----------
(CUSIP Number)
Francis R. Santangelo
10926 Tamarisk Trail
Boyton Beach, Florida 33436
(407) 734-0470
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 17, 1998
-----------------
(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 [ ]. (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 6
<PAGE> 2
CUSIP No. 63735L 10 3
- ---------------------
- --------------------------------------------------------------------------------
(1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
Francis R. Santangelo
###-##-####
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) [X]
of a Group (See Instructions) (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
Francis R. Santangelo -- individual citizen of the United States
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
10,415,431
--------------------------------------------------
(9) Sole Dispositive Power
1,558,376
--------------------------------------------------
(10) Shared Dispositive Power
0
--------------------------------------------------
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,415,431 shares
- --------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) [X]
Excludes Certain Shares
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
62%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
Francis R. Santangelo -- IN
Page 2 of 6
<PAGE> 3
Francis J. Santangelo hereby amends his Schedule 13D as filed on March 23, 1995,
and as amended by amendment No. 1 filed on April 20, 1995 (the "Schedule 13D")
with respect to the Common Stock, par value $.01 per share ("Common Stock") of
The National Registry Inc., a Delaware company (the "Company" or "NRI").
Capitalized terms which are not defined in this amendment shall have the meaning
ascribed to such terms in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
The Schedule 13D is amended by adding the following to the end of Item 4:
On December 17, 1998 RMS acquired 195,500 shares of NRI's Series C
Convertible Preferred Stock ("Series C Stock"), with par value of $0.01 per
share, from Clearwater Fund III, L.P. ("Clearwater"), a Delaware limited
partnership, pursuant to a Stock Purchase Agreement ("Stock Purchase Agreement")
dated as of the same date. In consideration of the purchase of such shares of
Series C Stock, RMS:
1. paid Clearwater $850,000;
2. converted such shares of Series C Stock into 8,264,138 shares
(including accrued dividends on the Series C Stock) of NRI's common stock
("Common Stock"), with par value of $0.01 per share and transfer to Clearwater
850,000 shares of such Common Stock received upon conversion of the Series C
Stock; and
3. agreed to contribute to NRI an additional $1.7 million in capital
on or prior to January 1, 1999.
In addition, under the same Stock Purchase Agreement, Mr. Santangelo
acquired 34,500 shares of Series C Stock. In consideration of the purchase of
such shares of Series C Stock, Mr. Santangelo:
1. paid Clearwater $150,000;
2. converted such shares of Series C Stock into 1,458,377 shares
(including accrued dividends on the Series C Stock) of NRI's common stock
("Common Stock"), with par value of $0.01 per share and transfer to Clearwater
150,000 shares of such Common Stock received upon conversion of the Series C
Stock; and
3. agreed to contribute to NRI an additional $300,000 in capital on
or prior to January 1, 1999.
Under the terms of the Stock Purchase Agreement, Clearwater assigned its
rights under that certain Registration Rights Agreement dated January 31, 1997
with respect to the Common Stock
Page 3 of 6
<PAGE> 4
received upon conversion of the shares of Series C Stock to RMS and Mr.
Santangelo.
The description of the Stock Purchase Agreement contained herein is
qualified in its entirety by reference to the complete text of such agreement
attached hereto as Exhibit A and incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Schedule 13D is amended by replacing Item 5 with the following:
(a) Mr. Santangelo owns of record 1,308,377 shares of Common Stock and
options to acquire 249,999 additional shares of Common Stock. Also, as a result
of the Voting Agreement, Mr. Santangelo may be deemed the beneficial owner of
the 583,333 shares of NRI Common Stock and options to acquire 92,917 additional
shares of Common Stock which are beneficially owned by Mr. Forstmann and the
100,000 shares of Common Stock which are beneficially owned by Mrs. Forstmann
and the 8,080,805 shares of Common Stock which are beneficially owned by RMS.
As of December 21, 1998, NRI has 16,676,981 shares of Common Stock
outstanding after giving effect to the issuance of the Common Stock upon
conversion of the shares of Series C Stock. Mr. Santangelo, therefore, is the
beneficial owner of 62% the outstanding Common Stock of NRI. In addition, NRI
has [100,000] shares of Preferred Stock, outstanding all of which stock is held
by Home Shopping Network, Inc. If all of the Preferred Stock were converted
into Common Stock, Mr. Santangelo would be deemed to own beneficially 58% of
NRI's outstanding Common Stock. None of RMS, Crystal Diamond, or Speer has the
power either directly or indirectly to cause the conversion of the Preferred
Stock into Common Stock. RMS, Speer and Crystal Diamond disclaim any beneficial
interest in the HSN Securities.
(b) RMS will share with Crystal Diamond and Mr. Speer the power to vote
or direct the vote and the power to dispose or direct the disposition of the
8,080,805 shares of Common Stock owned RMS. RMS will also share with Mr. and
Mrs. Forstmann the power to vote or direct the vote of the Common Stock owned by
each of them. Mr. Santangelo has orally agreed to permit RMS to direct the
voting of the shares of Common Stock beneficially owned by him.
(c) Neither RMS, Crystal Diamond, Mr. Speer, nor, to the best of
Crystal Diamond's knowledge, any executive officer, director or controlling
person of Crystal Diamond has effected any transaction in shares of the Common
Stock during the past 60 days.
(d) No person other than Mr. Santangelo is known to have the right to
receive or the power to direct the receipt of dividends from or the proceeds
from the sale of the shares of Common Stock owned of record by Mr. Santangelo.
RMS, Crystal Diamond and Mr. Speer have no right to receive or to direct the
receipt of dividends from or the proceeds from the sale of any securities of the
Company beneficially owned by either Mr. Forstmann or Mr. Santangelo including
any shares of Common Stock with respect to which RMS, Crystal Diamond and Speer
may be deemed to be a beneficial owner by virtue of the Voting Agreement.
Page 4 of 6
<PAGE> 5
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 to the Schedule 13D is amended to read as follows:
All contracts, arrangements, understandings or relationships with respect
to the securities of NRI between Mr. Santangelo and any other person that are
described in Item 4 above are incorporated herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A -- Stock Purchase Agreement dated as of December 17, 1998.
Page 5 of 6
<PAGE> 6
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.
December 21, 1998 ----------------------------
Francis R. Santangelo
Page 6 of 6
<PAGE> 7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE NATIONAL REGISTRY INC.
--------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
63735L 10 3
-----------
(CUSIP Number)
Francis R. Santangelo
10926 Tamarisk Trail
Boyton Beach, Florida 33436
(407) 734-0470
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 15, 1995
--------------
(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 9
<PAGE> 8
CUSIP No. 63735L 10 3
- ---------------------
- --------------------------------------------------------------------------------
(1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
Francis R. Santangelo
###-##-####
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) [X]
of a Group (See Instructions) (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
Francis R. Santangelo -- individual citizen of the United States
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting ------------------------------------
Person With (8) Shared Voting Power
15,480,000
------------------------------------
(9) Sole Dispositive Power
1,000,000
------------------------------------
(10) Shared Dispositive Power
0
------------------------------------
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
15,480,000 shares
- --------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) [X]
Excludes Certain Shares
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
59.0%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
Francis R. Santangelo -- IN
Page 2 of 9
<PAGE> 9
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $.01 per share
(the "Common Stock"), of The National Registry Inc., a Delaware corporation (the
"Company" or "NRI"), which has its principal executive offices at 2501 118th
Avenue North, St. Petersburg, Florida 33716.
The descriptions of certain agreements and documents contained in this
Schedule 13D are qualified in their entirety by reference to the complete texts
of such agreements and documents filed as Exhibits hereto and incorporated
herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Francis R. Santangelo
("Santangelo"). Mr. Santangelo is a private investor and financial consultant.
Mr. Santangelo's business address is 10926 Tamarisk Trail, Boyton Beach, Florida
33436. He is a citizen of the United States.
As a result of the relationships described below in Item 4, Mr.
Santangelo may be deemed to beneficially own the Common Stock held of record or
beneficially owned by RMS Limited Partnership, a Nevada limited partnership
("RMS"), Crystal Diamond Inc., a Nevada Corporation ("Crystal Diamond"), Roy M.
Speer ("Speer") and J. Anthony Forstmann ("Forstmann").
During the last five years, Mr. Santangelo has not (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) 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 law.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Santangelo paid nominal consideration for the Santangelo Option (as
such term is defined in Item 4 hereof) the source of which was his personal
funds. In addition to the nominal cash consideration paid, Mr. Santangelo was
granted the Santangelo Option in consideration of services performed in
connection with structuring, negotiating and closing the transactions described
in Item 4 hereof.
Page 3 of 9
<PAGE> 10
ITEM 4. PURPOSE OF TRANSACTION.
On March 9, 1995, Mr. Speer and the Company entered into a letter
agreement (the "Letter of Intent"), whereby, among other things, Mr. Speer
agreed, subject to certain conditions, to purchase from the Company 4,000,000
shares of Common Stock and an option to purchase 2,500,000 shares of Common
Stock. Following the execution of the Letter of Intent, the Company, RMS and Mr.
Santangelo entered into a Stock Purchase Agreement dated March 14, 1995 (the
"Agreement") which supersedes the Letter of Intent and provides for the sale of
4,000,000 shares of NRI Common Stock to RMS, the issuance of an option to
purchase 1,500,000 shares of Common Stock to RMS (the "RMS Option") and the
issuance of an option to purchase 1,000,000 shares of Common Stock to Mr.
Santangelo (the "Santangelo Option"). The Agreement also provides that RMS and
Mr. Santangelo shall be entitled to purchase a pro rata amount of any new
securities issued by NRI for a five year period following the closing date. RMS
and Mr. Santangelo are precluded, however, for a five year period beginning
March 9, 1995, from becoming involved in (i) any transaction involving the
purchase of additional shares of stock of NRI that would cause a change of
control of NRI or (ii) any transaction relating to the purchase of all or a
substantial portion of the assets of NRI, without the approval of a majority of
the disinterested members of NRI's Board of Directors.
In connection with the execution of the Agreement, Mr. Forstmann, RMS
and Mr. Santangelo entered into a Stockholders' Voting Agreement (the "Voting
Agreement"). Under the Voting Agreement, Mr. Forstmann and RMS are each entitled
to designate one nominee to the Board of Directors of NRI and the other party is
required to vote all of the NRI voting securities beneficially owned by such
party in favor of such nominee. Mr. Santangelo has agreed to vote any shares of
NRI stock beneficially owned by him as a block with RMS with respect to the
election of such nominees. The Voting Agreement further provides that if either
RMS or Mr. Forstmann desires to call a meeting of the stockholders of the
Company, the other party shall join in making such request to the Secretary of
the Company. Mr. Forstmann, RMS and Mr. Santangelo each agreed not to vote the
shares of NRI stock beneficially owned by him or it in favor of the following
matters unless Mr. Forstmann and RMS both agree to approve such matter:
(a) the sale, lease, transfer or other disposition of all or
substantially of the properties and assets of NRI;
(b) the modification, amendment, rescission or restatement of the
Certificate of Incorporation of NRI or the By-laws of NRI, each as amended
through the closing date, if such modification amendment, recision or
restatement would materially and adversely affect either Mr. Forstmann or RMS;
Page 4 of 9
<PAGE> 11
(c) the merger consolidation or other reorganization of NRI with or
into any other corporation or entity other than in connection with a merger,
consolidation or reorganization of NRI with a wholly-owned subsidiary of NRI or
other entity wholly-owned by NRI; or
(d) the dissolution or liquidation of NRI or the filing of any
voluntary case or proceeding under any applicable Federal or state bankruptcy,
insolvency, reorganization or other similar laws, or the consent to the
appointment of or taking possession by a custodian, receiver, liquidator,
trustee, sequestrator or other similar officials of NRI.
For purposes of the Voting Agreement, the 100,000 shares of Series A
preferred stock, par value $.01 per share (the "Preferred Stock"), of NRI held
of record by Home Shopping Network, Inc., which shares are subject to an
irrevocable ten-year proxy in favor of Mr. Forstmann, are deemed to not be
beneficially owned by Mr. Forstmann and, therefore, not subject to the Voting
Agreement. The shares of Preferred Stock are presently convertible into
6,000,000 shares of Common Stock. The shares of Preferred Stock do not vote on
matters submitted to the stockholders of the Company. The proxy granted to Mr.
Forstmann with respect to the Preferred Stock and the Common Stock into which
the Preferred Stock may be converted (collectively referred to as the "HSN
Securities") will terminate on the first to occur of the following: (a) April
21, 2002, (b) the bankruptcy, insolvency or dissolution of the Company or (c)
the date that Mr. Forstmann or members of his family cease to control more than
20% of the total voting power of the Company in an election of directors.
Because of the provisions of the Voting Agreement, Mr. Santangelo may be deemed
to be a beneficial owner of all shares of NRI stock beneficially owned by Mr.
Forstmann, RMS, Crystal Diamond and Mr. Speer. Mr. Santangelo disclaims any
beneficial interest in the HSN Securities.
The Voting Agreement will terminate on the earlier of (i) March 13,
2000 and (ii) the date on which either Mr. Forstmann or RMS beneficially owns in
the aggregate less than fifty percent of the total amount of NRI voting
securities owned by him or it as of the closing of the Transaction. For purposes
of this calculation, Mr. Forstmann is deemed not to be the beneficial owner of
the HSN Securities. The Voting Agreement will apply to all shares of Common
Stock or other voting securities of NRI acquired by Mr. Forstmann, Mr.
Santangelo or RMS after the closing of the Transaction.
The terms of the RMS Option and the Santangelo Option (the "Options")
are reflected in option agreements which provide for the exercise of the options
at any time prior to March 14, 1998. Under the terms of the RMS Option, RMS may
acquire 600,000 shares of Common Stock at $1.00 per share (the "Series A
Option"), 300,000 shares at $1.50 per share, 300,000 shares at $2.00 per share
and
Page 5 of 9
<PAGE> 12
300,000 shares at $2.50 per share. Under the Santangelo Option, Santangelo
may acquire 400,000 shares of Common Stock at $1.00 per share, 200,000 shares at
$1.50 per share, 200,000 shares at $2.00 per share and 200,000 shares at $2.50
per share. The Options are subject to adjustment in the event that shares of
Common Stock, options or convertible securities are issued by the Company at a
price per share that is less than the exercise price of the Series A Option. The
Santangelo Option may be assigned to members of the Santangelo family or
entities established for the benefit of such persons. RMS, Santangelo and their
permitted assigns are entitled to certain demand and piggyback registration
rights with respect to shares issued upon exercise of the Options and the shares
of Common Stock purchased pursuant to the Agreement. RMS and Santangelo may not
demand registration of such shares prior to the earlier of 150 days following
NRI's first public offering following the closing of the Transaction or
September 30, 1996.
Mr. Santangelo entered into the Agreement, the Santangelo Option
Agreement and the Voting Agreement for the purpose of acquiring a substantial
equity interest in the Company.
Messrs. Speer, Santangelo and Forstmann have had preliminary
discussions regarding a proposal to reduce the number of positions on the Board
of Directors. In addition, Mr. Santangelo has had preliminary discussions with
the holder of a block of NRI Common Stock regarding such holder's interest in
selling NRI Common Stock. No agreement or understanding has been reached with
respect to the sale of such shares nor can any assurance be given that an
agreement regarding such shares will be reached.
The foregoing description of certain provisions of the Agreement, the
Santangelo Option Agreement and the Voting Agreement does not purport to be
complete and is qualified by reference to the Agreement, the form of which
appears as Exhibits B, C and D, respectively attached hereto and incorporated
herein by reference.
Other than as described above, Mr. Santangelo does not have any present
plans or proposals which relate to or would result in: (1) the acquisition by
any person of additional securities of the Company, or the disposition of
securities of the Company; (2) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (3) a sale or transfer of a material amount of the assets of the
Company or of any of its subsidiaries; (4) any material change in the
capitalization or dividend policy of the Company; (5) any other material change
in the Company's business or corporate structure; (6) changes to the Company's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any person; (7) causing a
class of securities of the Company to be delisted from a national securities
exchange or to cease to be authorized to be quoted in any inter-dealer quotation
system of a registered
Page 6 of 9
<PAGE> 13
national securities association; (8) a class of equity securities of the Company
to become eligible for termination of registration pursuant to Section 12(g)(4)
of the Act; or (9) any action similar to any of those enumerated above.
Notwithstanding the foregoing, Mr. Santangelo reserves the right to
purchase additional securities of the Company, dispose of all or a portion of
his holdings of securities of the Company, or change its intentions with respect
to any of the matters referred to in this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, Mr. Santangelo has the right to acquire
1,000,000 shares (the "Option Shares") of Common Stock pursuant to the
Santangelo Option. Because Mr. Santangelo may purchase the shares of Common
Stock pursuant to the Santangelo Option at any time prior to March 13, 1998, Mr.
Santangelo may be deemed the beneficial owner of the Option Shares. Also, as a
result of the Voting Agreement, Mr. Santangelo may be deemed the beneficial
owner of the 8,980,000 shares of NRI Common Stock which are beneficially owned
by Mr. Forstmann and subject to the Voting Agreement and the 5,500,000 shares of
Common Stock which are beneficially owned by RMS, Crystal Diamond and Speer.
Based on the Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1994, the Company has 23,732,753 shares of Common Stock
outstanding after giving effect to the issuance of 4,000,000 shares of Common
Stock pursuant to the Agreement. Mr. Santangelo, therefore, is deemed to share
beneficial ownership with respect to 59.0% of the outstanding Common Stock of
NRI. Assuming the exercise of the Santangelo Option, Mr. Santangelo would be the
holder of record of approximately 4.0% of the outstanding Common Stock of NRI.
In addition, the Company has 100,000 shares Preferred Stock, outstanding all of
which stock is held by Home Shopping Network, Inc. If all of the Preferred Stock
were converted into Common Stock, Mr. Santangelo would be deemed to share
beneficial ownership of 48.0% of NRI's outstanding Common Stock and assuming
exercise of the Santangelo Option, would be the holder of record of
approximately 3.3% of NRI's Common Stock. Mr. Santangelo does not have the power
either directly or indirectly to cause the conversion of the Preferred Stock
into Common Stock or to cause the exercise of the RMS Option. Mr. Santangelo
disclaims any beneficial interest in the HSN Securities.
(b) RMS will share with Crystal Diamond, Mr. Speer and Mr. Forstmann
the power to vote or direct the vote with respect to the shares of NRI Common
Stock beneficially owned by Mr. Santangelo under the terms of the Voting
Agreement.
Page 7 of 9
<PAGE> 14
(c) Mr. Santangelo has not effected any transaction in shares of the
Common Stock during the past 60 days (nor has there been a previous Schedule 13D
filing).
(d) No person other than Mr. Santangelo is known to have the right to
receive or the power to direct the receipt of dividends from or the proceeds
from the sale of the Option Shares. Mr. Santangelo has no right to receive or to
direct the receipt of dividends from or the proceeds from the sale of any
securities of the Company beneficially owned by Mr. Forstmann, RMS, Crystal
Diamond or Mr. Speer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
All contracts, arrangements, understandings or relationships with
respect to the securities of the Company between Mr. Santangelo and any other
person are described in Item 4 above, which is incorporated herein by reference,
in the Letter Agreement, the Agreement, the Voting Agreement and the Stock
Option Agreement which are attached hereto as Exhibits A, B, C and D,
respectively, and which are incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Letter of Intent, dated March 9, 1995, between Roy M.
Speer and The National Registry Inc. is attached hereto as
Exhibit A.
The Stock Purchase Agreement, dated March 14, 1995 between RMS Limited
Partnership, Francis R. Santangelo and The National Registry Inc. is attached
hereto as Exhibit B.
The Option Agreement, dated March 14, 1995 between Francis R.
Santangelo and The National Registry Inc. is attached hereto as Exhibit C.
The Stockholders' Voting Agreement, dated March 14, 1995 between RMS
Limited Partnership and J. Anthony Forstmann is attached hereto as Exhibit D.
Page 8 of 9
<PAGE> 15
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.
March 15, 1995 /s/ Francis R. Santangeloy
---------------------------------
Francis R. Santangelo
Page 9 of 9
