SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
ELECTROMAGNETIC SCIENCES, INC.
_____________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.10 per share
_____________________________________________________________________________
(Title of Class of Securities)
285397105
_____________________________________________________________________________
(CUSIP Number)
with a copy to:
David A. Rocker Robert G. Minion, Esq.
Suite 1759 Lowenstein, Sandler, Kohl,
45 Rockefeller Plaza Fisher & Boylan, P.A.
New York, New York 10111 65 Livingston Avenue
(212) 397-1220 Roseland, New Jersey 07068
(201) 992-8700
______________________________________________________________________________
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
February 22, 1996
______________________________________________________________________________
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule l3G 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 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 l3d-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 disclosures 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 Persons (S.S. or I.R.S. Identification
Nos. of Above Persons):
David A. Rocker ###-##-####
___________________________________________________________________________
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
___________________________________________________________________________
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:
United States
Number of 7) Sole Voting Power: 353,400*
Shares Beneficially 8) Shared Voting Power: 0
Owned by
Each Reporting 9) Sole Dispositive Power: 353,400*
Person With: 10) Shared Dispositive Power: 0
____________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
353,400*
____________________________________________________________________________
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): 5.05%*
____________________________________________________________________________
14) Type of Reporting Person (See Instructions): IA, IN
____________________________________________________________________________
* 320,200 shares (4.589%) of Electromagnetic Sciences, Inc. are owned by
Rocker Partners, L.P., a New York limited partnership. 33,200 shares
(.47%) of Electromagnetic Sciences, Inc. are owned by Compass
Holdings, Ltd., a corporation organized under the International
Business Companies Ordinance of the British Virgin Islands. David A.
Rocker serves as the sole managing partner of Rocker Partners, L.P.
and, through Rocker Offshore Management Company, Inc., as investment
adviser to Compass Holdings, Ltd. See Item 5 for further information
on the computation of percentages set forth herein.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in Electromagnetic Sciences,
Inc.'s quarterly report on Form 10-Q for the quarterly period ended
September 30, 1995, there were issued and outstanding 7,004,254 shares of
Electromagnetic Sciences, Inc. common stock as of November 1, 1995. As of
February 22, 1996, Rocker Partners, L.P. owned 320,200 of such shares, or
4.589% of those outstanding and Compass Holdings, Ltd. owned 33,200 of such
shares, or 0.47% of those outstanding. David Rocker possesses sole power
to vote and direct the disposition of all shares of Electromagnetic
Sciences, Inc. common stock owned by Rocker Partners, L.P. and Compass
Holdings, Ltd. The following table details the transactions by each of
Rocker Partners, L.P. and Compass Holdings, Ltd. in shares of
Electromagnetic Sciences, Inc. common stock during the past 60 days:
A. Rocker Partners, L.P.
Date Quantity Price
(Purchases)
December 26, 1995 2,500 $10.68
January 2, 1996 5,500 $11.19
January 2, 1996 1,500 $11.00
January 9, 1996 1,500 $10.87
January 10, 1996 900 $10.75
January 12, 1996 2,600 $10.56
January 18, 1996 2,600 $11.12
February 1, 1996 7,000 $10.85
February 6, 1996 2,800 $11.48
February 7, 1996 29,000 $12.28
February 8, 1996 7,500 $12.64
February 20, 1996 1,500 $12.18
February 21, 1996 1,000 $12.31
(Sales)
January 15, 1996 5,000 $11.00
January 24, 1996 5,000 $11.81
January 25, 1996 3,500 $11.93
February 7, 1996 10,000 $12.00
February 8, 1996 15,000 $12.51
February 16, 1996 5,100 $11.87
February 22, 1996 285,100 $13.43
B. Compass Holdings, Ltd.
Date Quantity Price
(Purchases)
January 11, 1996 300 $10.68
January 18, 1996 1,000 $11.12
January 24, 1996 500 $11.75
February 7, 1996 3,300 $12.45
February 12, 1996 500 $11.87
February 16, 1996 500 $12.00
February 21, 1996 400 $12.12
(Sales)
December 27, 1995 4,000 $11.56
January 3, 1996 4,500 $11.25
January 18, 1996 1,000 $11.50
February 5, 1996 9,000 $11.62
February 7, 1995 1,800 $12.00
February 8, 1996 7,100 $12.39
February 9, 1996 6,400 $12.39
February 12, 1996 400 $11.93
Item 6. Contracts, Arrangement, Understandings or Relationships
With Respect to Securities of the Issuer.
On February 23, 1996, in response to a proposal by
Electromagnetic Sciences, Inc. ("ELMG"), the then holder of more than
seventy percent of the outstanding common stock, $.01 par value of LXE
Inc. ("LXE Common Stock"), Rocker Partners, L.P. together with Compass
Holdings, Ltd. sold to ELMG 548,200 shares of LXE Common Stock in
exchange for $500,000 and 457,052 newly issued shares of ELMG. These
sales were made pursuant to an agreement dated February 23, 1996, a
copy of which is filed herewith as Exhibit 1 (the "Agreement"). The
Agreement also (i) obligates ELMG to file, use its best efforts to have
declared effective, and cause to remain effective for a period of two
years, a registration statement under the Securities Act of 1933, as
amended, and (ii) precludes David A. Rocker, Rocker Partners, L.P. and
Compass Holdings, Ltd. and their respective affiliates, for a period of
five years, from acquiring any shares of LXE voting securities or
taking any other direct or indirect action to seek to control or
influence the management, board of directors or policies of LXE. At
the conclusion of the transaction, Rocker Partners, L.P. and Compass
Holdings, Ltd. owned, respectively, 728,496 shares (9.76% of
outstanding) and 81,956 shares (1.09% of outstanding) of ELMG.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1. Agreement dated February 23, 1996 among
Electromagnetic Sciences, Inc. and David A. Rocker, Rocker Partners,
L.P. and Compass Holdings, Ltd.
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.
February 28, 1996
/s/ David A. Rocker
____________________________________
David A. Rocker, individually, as
managing partner of Rocker Partners,
L.P., and as president of Rocker
Offshore Management Company, Inc.,
the investment adviser to Compass
Holdings, Ltd.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Exhibit 1
February 23, 1996
Rocker Partners, L.P.
Compass Holdings, Ltd.
Attention: Mr. David A. Rocker
Suite 1759
45 Rockefeller Plaza
New York, NY 10111
Dear Mr. Rocker:
1. Sale and Purchase. You hereby confirm the sale and we
hereby confirm the purchase by Electromagnetic Sciences, Inc. ("ELMG") of
548,200 shares (the "Shares") of the common stock, $.01 par value, of LXE
Inc. ("LXE"), owned by you, for an aggregate of $500,000.00 plus 457,052
shares (the "ELMG Shares") of the common stock, $.10 par value per share of
ELMG. Payment shall be made in immediately available funds and by delivery
of certificates representing the ELMG Shares registered in your names as
directed by David A. Rocker, against delivery of certificates representing
the Shares, duly endorsed for transfer, simultaneously with the execution
and delivery of this agreement.
2. Stand-Still Agreement. You and David A. Rocker hereby
agree that for a period of five years from the date hereof, neither you, he
nor any Affiliate (as that term is defined in Rule 405 under the Securities
Act of 1933, as amended (the "1933 Act")) controlled by you or him
(regardless of whether such person or entity is an Affiliate on the date
hereof) will (a) acquire, directly or indirectly, by purchase or otherwise
(except as a result of a distribution by ELMG to its shareholders), any
voting securities or direct or indirect rights or options to acquire any
voting securities of LXE, (b) form, join or in any way participate in a
"group" within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), with respect to any voting
securities of LXE, or (c) otherwise act, alone or in concert with others,
to seek to control or influence the management, board of directors or
policies of LXE. You and David A. Rocker acknowledge that ELMG would not
have an adequate remedy at law for money damages in the event that this
covenant were not performed in accordance with its terms, and therefore
agree that ELMG shall be entitled to specific enforcement of the terms
hereof in addition to any other remedy to which it may be entitled at law
or in equity.
3. Your Representations. You represent and warrant that:
(a) you have the authority and are duly authorized to
sell to ELMG the Shares pursuant to this agreement,
and to do all other things and take all other
actions required or contemplated hereby;
(b) you will convey the Shares to ELMG with good title,
free and clear of all liens, encumbrances and
adverse claims as to title;
(c) the Shares represent all of the voting securities
or direct or indirect rights or options to acquire
voting securities of LXE owned on the date hereof
by you or any Affiliate of you or David A. Rocker;
(d) neither this agreement nor your performance of your
obligations hereunder will contravene, violate or
result in a breach of (i) any agreement, obligation
or commitment to which you are a party or by which
you are bound, or (ii) any law, rule, regulation,
judgment, order or restriction of any governmental,
administrative or regulatory agency, and no consent
of, notice to or filing with any person or entity
is required for the performance by you of the
transactions contemplated herein or your
obligations hereunder, other any filings to be
required under Sections 13(d) or 16(a) of the 1934
Act.
4. ELMG's Representations. ELMG represents and warrants
that:
(a) it has all necessary authority and is duly
authorized to purchase the Shares pursuant to this
agreement and to do all other things and take all
other actions required or contemplated hereby;
(b) upon delivery to you the ELMG Shares will be duly
authorized, validly issued and fully-paid
nonassessable shares of the common stock, $.10 par
value per share, of ELMG;
(c) neither this agreement nor ELMG's performance of
its obligations hereunder will contravene, violate
or result in a breach of (i) any agreement,
obligation or commitment to which ELMG is a party
or by which it is bound, or (ii) any law, rule,
regulation, judgment, order or restriction of any
governmental, administrative or regulatory agency,
and no consent of, notice to or filing with any
person or entity is required for the performance by
ELMG of the transactions contemplated by or its
obligations under this agreement, other than
filings under the 1933 Act or 1934 Act;
(d) ELMG and LXE have each filed all reports,
statements, schedules and other materials required
by law, rule or regulation to be filed by it with
the Securities and Exchange Commission,
(collectively, the "Public Filings"), and as of
their respective dates the Public Filings are true,
correct and complete in all material respects and
do not fail to state any material fact necessary to
make the information set forth therein not
misleading; and
(e) the press releases issued by ELMG and LXE on
February 1, 1996, are each true and correct in all
material respects, and does not fail to state any
material fact necessary to make the information set
forth therein not misleading.
5. Acquisition for Investment. You represent that you are
acquiring the ELMG Shares to hold for investment, for your own accounts,
with no present intention of dividing the ELMG Shares with others or
reselling or otherwise participating, directly or indirectly, in a
distribution of the ELMG Shares, except as contemplated in this letter.
You further represent that none of you is a broker or dealer as defined
under the 1934 Act. You acknowledge that the ELMG Shares will be issued in
a transaction that is not registered under the 1933 Act, or under the
securities laws of any state, and may not be resold or otherwise
distributed other than in transactions registered under the 1933 Act or any
such state laws. You understand and agree that the certificates evidencing
the ELMG Shares will bear a legend stating, in substance, as follows:
"The shares evidenced by this certificate have been
issued without registration under the Securities
Act of 1933, as amended (the "1933 Act"), or the
securities laws of any state, pursuant to
exemptions thereunder. Such shares may not be
transferred other than in a transaction that is
registered under the 1933 Act and any applicable
state securities laws, or as to which it is
established to the satisfaction of counsel to the
issuer that such transaction is exempt from
registration thereunder."
6. ELMG's Registration Obligations.
(a) On or before February 29, 1996, ELMG shall file with the
Securities and Exchange Commission a registration statement on an
appropriate form under the 1933 Act (the "Registration Statement") to
register the ELMG Shares for resale by you (in ordinary brokers'
transactions or in transactions with any market maker with respect to the
ELMG common stock), and ELMG shall thereafter use its best efforts (i) to
cause the Registration Statement to become effective, (ii) to register,
qualify, or obtain an exemption from such registration or qualification of
the ELMG Shares under the applicable blue sky or other securities laws of
such jurisdictions as you shall reasonably request if, in ELMG's reasonable
opinion after consultation with qualified securities counsel, such action
is necessary (provided, however, that ELMG shall not be required to qualify
to do business in any jurisdiction where it is not otherwise so qualified
or to execute or file any general consent to service of process under the
laws of any jurisdiction where it has not previously done so), and (iii) to
make all such other filings with the Securities and Exchange Commission,
the National Association of Securities Dealers, or other regulatory body as
shall be required in connection with your sale of the ELMG Shares under the
Registration Statement, in each case as soon as practicable. ELMG shall
use its best efforts to maintain the currency of the prospectus filed as
part of the Registration Statement ("the Prospectus") for a period expiring
two years after the date hereof, and shall file as necessary amendments to
the Registration Statement or supplements to the Prospectus, including
without limitation any necessary to satisfy the requirements of Section
10(a)(3) of the 1933 Act or any succeeding provision. The performance by
ELMG of its obligations under this subsection shall be subject to your
compliance with all reasonable requests by ELMG or its counsel for
information, documents and certificates necessary for such performance by
ELMG. ELMG shall pay all expenses it incurs in connection with the
preparation, printing, and filing of the Registration Statement, the
Prospectus, and all amendments and supplements
thereto, and shall furnish to you (without charge) such number of copies
thereof as you shall reasonably request. You shall pay any expenses
incurred by you in reviewing the Registration Statement or providing
information for inclusion therein, or in offering or selling ELMG Shares
thereunder.
(b) Notwithstanding any other provision hereof, after the
Registration Statement shall become effective, upon receipt of notice from
ELMG (i) that the Prospectus, as then in effect, contains an untrue
statement of material fact or omits to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing, or (ii) that the
Prospectus otherwise requires amendment or supplementation in order to
comply with any applicable provision of the 1933 Act or applicable state
securities law, you shall cease making offers and sales of the ELMG Shares
pursuant to such Prospectus, and shall return to ELMG any remaining copies
of such Prospectus; ELMG shall promptly notify you of any event that
results in such a situation or requires any such amendment or
supplementation, and shall use its best efforts to promptly prepare and
file such required amendment or supplement.
(c) We shall cooperate fully with each other and our
respective counsel, accountants and other authorized representatives in
connection with any steps required to be taken as part of our respective
obligations with respect to registration of the ELMG Shares.
(d) Indemnification by ELMG. In connection with the
Registration Statement, and to the extent permitted by law, ELMG shall
indemnify and hold harmless you, and each person, if any, who controls
(within the meaning of the 1933 Act) you, against any losses, claims,
damages or liabilities, joint or several, including any of the foregoing
incurred in settlement of any litigation commenced or threatened, arising
out of or based on (i) any untrue statement of a material fact contained in
the Registration Statement or the Prospectus (or any supplement or
amendment thereto), (ii) any omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading, or (iii) any violation by ELMG of any rule or regulation
promulgated under the 1933 Act applicable to ELMG and related to action or
inaction required of ELMG in connection with such registration and offers
and sales thereunder, and ELMG shall reimburse you and each of such persons
for any legal or other expenses incurred in connection with the
investigation or defense thereof; provided, however, ELMG shall not be
liable in any such instance to the extent that any such loss, claim, damage
or liability arises out of or is based upon any untrue statement or
omission made in the Registration Statement or Prospectus or any amendment
or supplement thereto in reliance upon and in conformity with information
furnished to ELMG by you in writing for use in preparation thereof.
(e) Indemnification by You. In connection with the
Registration Statement, and to the extent permitted by law, you shall
indemnify ELMG, each director of ELMG, each officer of ELMG who signs the
Registration Statement, and each person, if any, who controls (within the
meaning of the 1933 Act) ELMG, to the same extent and with comparable
limitations as the indemnity from the Company provided in the foregoing
section (d), but only with respect to (i) information furnished by you in
writing for use in the preparation of the Registration Statement or
Prospectus or any amendment or supplement thereto, and (ii) violations of
rules or regulations applicable to you in connection with such registration
and offers and sales thereunder.
(f) Claims for Indemnification. Whenever any claim for
indemnification arises hereunder, a party claiming indemnification ("the
Indemnified Party") shall give notice thereof (the "Notice of Claim") to
the party claimed to be obligated to provide such indemnification (the
"Indemnifying Party") promptly after the Indemnified Party has actual
knowledge of the claim. The Notice of Claim shall specify the material
facts known to the Indemnified Party giving rise to such indemnification
claim and the amount thereof (or the estimated amount). The Indemnifying
Party shall be entitled to defend or prosecute such claim at its expense
and through counsel of its own choosing (provided that such counsel is
reasonably satisfactory to the Indemnified Party) if it gives notice of its
intention to do so to the Indemnified Party within 60 days after receipt of
the Notice of Claim; provided, however, that if the named parties in any
such action (including any impleaded parties) include both the Indemnified
Party and the Indemnifying Party and either (i) the Indemnifying Party or
Parties and the Indemnified Party or Parties mutually agree, or (ii)
representation of both the Indemnifying Party or Parties and the
Indemnified Party or Parties by the same counsel is determined by qualified
counsel to be inappropriate because one or more legal defenses available to
such Indemnified Party or Parties is different from or additional to those
available to the Indemnifying Party or Parties, and is reasonably expected
to create a conflict of interest between them, the Indemnified Party or
Parties shall have the right to select separate counsel, reasonably
acceptable to the Indemnifying Party, to assume such legal defenses and to
otherwise participate in the defense of such action on behalf of such
Indemnified Party or Parties. Upon receipt of notice from the Indemnifying
Party to such Indemnified Party of its election to assume the defense of
any such action and approval by the Indemnified Party of counsel, the
Indemnifying Party will not be liable to such Indemnified Party for any
legal or other expenses incurred by such Indemnified Party in connection
with the defense thereof unless (i) the Indemnified Party shall have
employed counsel in connection with the assumption of legal defenses in
accordance with clause (ii) of the immediately preceding sentence (it being
understood, however, that the Indemnifying Party shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be
liable for the expenses of more than one separate counsel representing the
Indemnified Parties), (ii) the Indemnifying Party shall not have employed
counsel reasonably satisfactory to the Indemnified Party within a
reasonable time after notice of commencement of the action, or (iii) the
Indemnifying Party has authorized the employment of counsel for the
Indemnified Party at the expense of the Indemnifying Party. If the
Indemnifying Party so elects to defend or prosecute such claim at its
expense, the Indemnified Party shall render reasonable assistance to the
Indemnifying Party in connection therewith, including affording the
Indemnifying Party and its representatives the right of access during
normal business hours to pertinent books, records and other information
that may be reasonably requested. If the Indemnifying Party elects not to
defend or prosecute such a claim at its expense, or the Indemnified Party
is entitled to its own legal counsel at the Indemnifying Party's expense,
the Indemnifying Party shall (i) cooperate with each Indemnified Party in
the defense or prosecution thereof, including affording the Indemnified
Party and its representatives the right of access during normal business
hours to pertinent books and records and other information that may be
reasonably requested, and (ii) pay the reasonable fees and expenses of
counsel for the Indemnified Party promptly upon receipt of billing statements
from such counsel. No Indemnified Party shall make any settlement of any
claim which would give rise to liability hereunder on the part of the
Indemnifying Party without the written consent of the Indemnifying Party,
which consent shall not be unreasonably withheld or delayed.
(g) Contribution. If the indemnification provided hereby is
unavailable and may not be paid for any reason, the parties agree to
contribute to the amount of any losses, claims, damages or liabilities
incurred and otherwise subject to indemnification hereunder, in such
proportion as is appropriate to reflect the relative fault of the parties
in connection with the events which resulted in such loss, claim, damage or
liability. The relative fault of the parties shall be determined by
reference to, among other things, the parties' relative intent, knowledge,
access to information, and opportunity to correct or prevent the
circumstances resulting in such losses, claims, damages or liabilities.
(h) Obligations of any ELMG Successor. ELMG's obligations
under this Section 6 shall be binding upon any successor to ELMG by virtue
of any merger or corporate consolidation. The terms of any such merger or
consolidation shall not restrict or limit in any way your rights as set
forth herein, and shall provide that such rights shall apply and pertain to
any securities issued in such transaction in exchange for or upon
conversion of the ELMG Shares.
(i) Other Registration Rights. ELMG represents and warrants
that no other person or entity currently holds registration rights with
respect to the registration for offer and sale of any securities of ELMG.
(j) Contingent Payments. In the event the Registration
Statement is not declared effective on or before June 30, 1996, as a result
of ELMG's failure to timely perform its obligations under this Section 6,
ELMG shall thereafter within 10 business days pay to you the sum of
$250,000, and in the event the Registration Statement is not for any such
reason thereafter declared effective on or before December 31, 1996, ELMG
shall thereafter within 10 business days pay to you an additional sum of
$250,000. Such sums shall be payable, and shall not be refundable,
regardless of whether EMS performs it obligations or obtains effectiveness
of the Registration Statement after the date or dates on which you become
entitled to any such payment.
Very truly yours,
ELECTROMAGNETIC SCIENCES, INC.
By:/s/ Thomas E. Sharon
______________________________
Thomas E. Sharon
President and Chief Executive
Officer
Accepted and Agreed:
/s/David A. Rocker
_________________________________
David A. Rocker, individually as
to Section 2, and as managing
partner of Rocker Partners, L.P.,
and as president of Rocker
Offshore Management Company,
Inc., the investment adviser to
Compass Holdings, Ltd.
