May 1, 1996
BY EDGAR
Securities and Exchange Commission
450 5th Street, Judiciary Plaza
Washington, D.C. 20549
Attention: Filing Desk
Re: Amendment No. 1 to Schedule 13D of Electromagnetic Sciences,
Inc. Concerning the Common Stock of LXE Inc.
Gentlemen:
We enclose for filing pursuant to Rule 13d-1(a) under the
Securities Exchange Act of 1934, as amended, the referenced
Amendment No. 1 to Schedule 13D of Electromagnetic Sciences, Inc.
Should there be any questions concerning this filing, please
contact the undersigned.
Very truly yours,
ELECTROMAGNETIC SCIENCES, INC.
/S/ William S. Jacobs
William S. Jacobs
Vice President and General
Counsel
cc: LXE Inc. (w/enclosures) (By Certified Mail)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LXE Inc.
(Name of Issuer)
Common Stock, par value $.01 Per Share
(Title of Class of Securities)
502465 10 7
(CUSIP Number)
William S. Jacobs
Electromagnetic Sciences, Inc.
660 Engineering Drive
Technology Park/Atlanta
P.O. Box 7700
Norcross, Georgia 30091-7700
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
May 1, 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 this
statement . (A fee is not required only if the reporting
person: (1) has a previous statement of 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 less than five percent
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.
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosure provided in a
prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
1. Names of Reporting Person (S.S. or I.R.S. Identification
Nos. of Above Persons):
Electromagnetic Sciences, Inc. 58-1035424
2. Check the Appropriate Box if a Member of a Group (See
Instructions):
a. Not
b. Applicable
3. SEC Use Only
4. Source of Funds (See Instructions): WC, OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e):
Not Applicable
6. Citizenship or Place of Organization: Georgia
Number of Shares 7. Sole Voting Power: 4,543,074
Beneficially owned 8. Shared Voting Power: 0
by Each Reporting 9. Sole Dispositive Power: 4,543,074
Person With: 10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially owned by Each Reporting
Person: 4,543,074
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions:)
Not Applicable
13. Percent of Class Represented by Amount in Row (11):
81.5%
14. Type of Reporting Person (See Instructions): CO
Item 3. Source and Amount of Funds or Other Consideration.
Electromagnetic Sciences, Inc. (ELMG) has used available
working capital funds as the source of the $187,561 paid in the
May 1, 1996, purchase that is described in Item 5.
Item 4. Purpose of Transaction.
The purpose of the May 1, 1996, purchase described in Item 5
was to assure that ELMG's ownership of LXE continues to exceed
80%, notwithstanding issuance of additional LXE shares pursuant
to option exercises. The purchase also facilitated separation
arrangements with a terminating executive holding exercisable
options to acquire the purchased shares from the issuer.
Item 5. Interest in Securities of the Issuer.
As of May 1, 1996, 5,574,518 LXE Shares were issued and
outstanding, of which ELMG owned 4,543,074 Shares, or 81.5% of
those outstanding. ELMG possesses sole power to vote and direct
the disposition of all LXE Shares owned by it.
During the 60 days preceding the date of this Amendment, the
only transaction involving the shares effected by
ELMG was the purchase of 19,874 shares at $9-7/16 (including
transaction costs) in a negotiated transaction with a market
maker; the market maker had previously acquired a similar number
of shares from a terminating executive officer of LXE in
connection with that officer's exercise of previously outstanding
currently exercisable employee stock options.
Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is
true, complete and correct.
May 1, 1996
ELECTROMAGNETIC SCIENCES, INC.
By: /s/ Thomas E. Sharon
Thomas E. Sharon
President and Chief
Executive Officer
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
