UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
EXTECH Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
302234 10 9
(CUSIP Number)
Fred S. Skolnik, Esq. (516) 296-7000
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue, East Meadow, NY 11554
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 31, 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 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.)
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 the
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).
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SCHEDULE 13D
CUSIP No. 302234 10 9
- --------------------------------------------------------------------------------
1. Name Of Reporting Person
S.S. OR I.R.S. Identification No. Of Above Person
Morton L. Certilman
- --------------------------------------------------------------------------------
2. Check the appropriate box if a member of a group
(a) [ x ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source Of Funds
Not Applicable
- --------------------------------------------------------------------------------
5. Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(a) [ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 811,893
Beneficially --------------------------------------------------------------
Owned By 8. Shared Voting Power
Each -0-
Reporting --------------------------------------------------------------
Person 9. Sole Dispositive Power
With 811,893
--------------------------------------------------------------
10. Shared Dispositive Power
-0-
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
811,893
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
14.5%
- --------------------------------------------------------------------------------
14. Type of Reporting Person
IN
- --------------------------------------------------------------------------------
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<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement amends and supplements the Schedule 13D dated December 16,
1988 (the "Schedule 13D"), as previously amended by Amendments No. 1 through 9
dated January 12, 1989, April 11, 1989, April 12, 1989, September 27, 1989,
February 27, 1992, March 22, 1994, October 11, 1994, and June 3, 1996,
respectively, filed by Morton L. Certilman and Jay M. Haft relating to the
Common Stock, par value $.01 per share of EXTECH Corporation ("EXTECH"), a
Delaware corporation ("EXTECH Common Stock.") The address of the principal
executive offices of EXTECH is 90 Merrick Avenue, East Meadow, New York 11554.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is being filed as a joint statement by Messrs. Certilman
and Haft. Messrs. Certilman and Haft may be deemed a group for purposes of
Section 13(d)(3) of the SEcurities Exchange Act of 1934, as amended.
(b) Mr. Certilman's business address is 90 Merrick Avenue, East Meadow, New
York, 11554. Mr. Haft's business address is 201 S. Biscayne Blvd., Suite 3000,
Miami, Florida 33131.
(c) Mr. Certilman is a practicing attorney and a member of the law firm of
Certilman Balin Adler & Hyman, LLP, 90 Merrick Avenue, East Meadow, New York
11554. Mr. Certilman is also the president of EXTECH and a member of the Board
of Directors of EXTECH. Mr. Haft is a practicing attorney and serves as counsel
to the law firm of Parker Duryee Rosoff & Haft, 529 Fifth Avenue, New York,
New York, 10017. Mr. Haft also serves as Chairman of the Board of EXTECH.
(d) Neither Mr. Certilman nor Mr. Haft has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors.)
(e) Neither Mr. Certilman nor Mr. Haft has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in 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 violaiton with respect to such laws.
(f) Messrs. Certilman and Haft are citizens of the United States of
America.
(g) Each of Messrs. Certilman and Haft is responsible for the completeness
and accuracy of the respective information concerning such person contained in
this statement, and is not responsible for the completeness or accuracy of the
information concerning the others, unless he knows or has reason to believe that
such information is inaccurate.
3
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
Effective as of July 31, 1996, Mr. Certilman transferred an aggregate of
100,00 shares of EXTECH Common Stock by gift to various relatives, none of whom
share the same house with him.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date of this Amendment No. 10 to the Schedule 13D, Mr. Certilman
has direct beneficial ownership of 811, 893 shares of EXTECH Common Stock (or
approximately 14.5% of the outstanding shares of EXTECH Common Stock).
As of the date of this Amendment No. 10 to the Schedule 13D, Mr. Haft has
direct beneficial ownership of 910,393 shares of EXTECH Common Stock (or
approximately 16.3% of the outstanding shares of EXTECH Common Stock.)
In view of their intention to consult with each other with respect to the
acquisition, voting, and disposition of their respective shares of Common Stock,
Messrs. Certilman and Haft may be deemed a group. Accordingly, as of the date of
this Amendment No. 10 to the Schedule 13D, the group of Messrs. Certilman and
Haft beneficially owns 1,722,286 shares of EXTECH Common Stock. Such amount
represents approximately 30.8% of the outstanding shares of EXTECH Common Stock.
However, each of Messrs. Certilman and Haft independently makes his own
decisions with respect to the acquisition, voting and disposition of EXTECH
Common Stock directly owned by him. Further, neither Mr. Certilman nor Mr. Haft
has any economic interest in the EXTECH Common Stock directly owned by the
other.
All transaction in shares of EXTECH Common Stock that were effected by
Messrs. Certilman and Haft since the filing of Amendment No. 9 to the Schedule
13D are as follows:
Number of Price
Identity Date of Shares of Per
of Person Transaction Transaction Common Stock Share
- --------- ----------- ----------- ------------ -----
Mr. Certilman 7/31/96 Disposition 100,000 *
Mr. Haft -- -- -- --
- ----------
* The shares were transferred as bona fide gifts as described in Item 4.
4
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Messrs. Certilman and Haft have an understanding to consult with each other
with respect to the acquisition, voting and disposition of EXTECH Common Stock
as described in Item 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
5
<PAGE>
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.
Date: August __,1996
/s/ Morton L. Certilman
--------------------------------------
Morton L. Certilman, President and
Director of EXTECH
/s/ Jay M. Haft
-----------------------------------
Jay M. Haft, Chairman of
the Board of EXTECH