CUSIP No. 296744 10 5 13D/A Page 1 of 42
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D/A*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Essex Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
296744 10 5
(CUSIP Number)
James P. Gregory
1225 Eye Street, N.W., Washington, DC 20005 (202) 789-4500
(Name, address and telephone number of person
authorized to receive notices and communications)
December 14, 2000
(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(e), 13d-1(f) or 13d-1(g), check the
following box [_].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
----------------
*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 in the remainder of this cover page shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 2 of 42
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) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
GEF Optical Investment
Company, LLC
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ---------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,410,000
OWNED BY
---------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
---------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
705,000
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 3 of 42
---------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,410,000
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
24.25%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
OO
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 4 of 42
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
H. Jeffrey Leonard
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
PF
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
10,000
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,410,000
OWNED BY
-----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
10,000
REPORTING
-----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
705,000
-----------------------------------------------------------------
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 5 of 42
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,420,000
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
24.42%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 6 of 42
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Marie S. Minton
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(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(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ---------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,410,000
OWNED BY
---------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
---------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
705,000
---------------------------------------------------------------
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 7 of 42
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,410,000
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
24.25%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 8 of 42
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
James P. Gregory
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(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(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,410,000
OWNED BY
--------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
--------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
705,000
--------------------------------------------------------------
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 9 of 42
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,410,000
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
24.25%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 10 of 42
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Networking Ventures, LLC
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,410,000
OWNED BY
--------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
--------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
705,000
--------------------------------------------------------------
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 11 of 42
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,410,000
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
24.25%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
OO
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 12 of 42
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
John G. Hannon
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
PF
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
21,800
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,410,000
OWNED BY
--------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
21,800
REPORTING
--------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
705,000
--------------------------------------------------------------
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 13 of 42
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,431,800
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
24.62%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 14 of 42
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Caroline S. Pisano
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
PF
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
6,000
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,410,000
OWNED BY
--------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
6,000
REPORTING
--------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
705,000
--------------------------------------------------------------
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 15 of 42
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,416,000
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
24.35%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 16 of 42
Item 1. Security and Issuer.
The Reporting Persons, as defined below, hereby amend and restate the
report on Schedule 13D filed by the Reporting Persons on September 18, 2000 (the
"Original Schedule 13D"). This statement relates to the Common Stock (the
"Common Stock") of Essex Corporation, a Virginia corporation (the "Company"),
and shares of Common Stock issuable upon the conversion of Series B Convertible
Preferred Stock of the Company (the "Preferred Stock", and together with the
Common Stock, the "Stock"). The Company's principal executive offices are
located at 9150 Guilford Road, Columbia, MD 21046.
Item 2. Identity and Background.
(a) This statement is filed by:
(i) GEF Optical Investment Company, a Delaware limited
liability company ("GEF"), with respect to the shares
of Stock directly owned by it;
(ii) H. Jeffrey Leonard ("Mr. Leonard"), who serves as a
director of the managing member of GEF, with respect
to the shares of Stock directly owned by GEF and
10,000 shares of Common Stock directly owned by Mr.
Leonard;
(iii) Marie S. Minton ("Ms. Minton"), who serves as a
director of the managing member of GEF with respect
to the shares of Stock directly owned by GEF;
(iv) James P. Gregory ("Mr. Gregory"), who serves as a
director of the managing member of GEF, with respect
to shares of Stock directly owned by GEF;
(v) Networking Ventures, LLC, a Maryland limited
liability company ("NV"), with respect to the shares
of Stock directly owned by it;
(vi) John G. Hannon ("Mr. Hannon"), who is a managing
member of NV, with respect to the shares of Stock
directly owned by NV and 21,800 shares of Common
Stock directly owned by Mr. Hannon; and
(vii) Caroline S. Pisano ("Ms. Pisano"), who serves as a
managing member of NV, with respect to the shares of
Stock directly owned by NV and 6,000 shares of Common
Stock directly owned by Ms. Pisano.
The foregoing persons are hereinafter sometimes collectively referred
to as the "Reporting Persons". All disclosures herein with respect to any
Reporting Person are made only by such Reporting Person. Any disclosures herein
with respect to persons other than the Reporting Persons are made on information
and belief after making inquiry to the appropriate party.
(b) The address of the principal business and principal office of
GEF, Mr. Leonard, Ms. Minton and Mr. Gregory is 1225 Eye Street, N.W., Suite
900, Washington, DC 20005. The address of the principal business and principal
office of NV, Mr. Hannon and Ms. Pisano is 8970 Route 108, Columbia, Maryland
21045.
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 17 of 42
(c) The principal business of each of GEF and NV is serving as a
private investment fund. Mr. Leonard, Ms. Minton and Mr. Gregory serve as
directors of the managing member of GEF. Mr. Hannon and Ms. Pisano serve as
managing members of NV.
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years,
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 laws.
(f) GEF is a Delaware limited liability company. NV is a Maryland
limited liability company. Mr. Leonard, Ms. Minton, Mr. Gregory, Mr. Hannon and
Ms. Pisano are each United States citizens.
Item 3. Source and Amount of Funds and Other Consideration.
On September 8, 2000, each of GEF and NV acquired 125,000 shares of
Preferred Stock from the Company pursuant to a Securities Purchase Agreement
dated as of September 7, 2000 (the "Purchase Agreement"). On December 15, 2000,
each of GEF and NV acquired 31,250 shares of Preferred Stock from the Company
pursuant to the Purchase Agreement. A form of the Purchase Agreement is attached
hereto as Exhibit 1 and is incorporated herein by reference. Each share of
Preferred Stock is convertible into four shares of Common Stock, subject to
adjustment for stock splits, Common Stock dividends and other recapitalizations
and reorganizations. The purchase price for the Preferred Stock was $4.00 per
share, for an aggregate purchase price of $1,250,000. In addition, each of GEF
and NV received Warrants to purchase 1,000,000 shares of Common Stock (the
"Warrants"), exercisable only on the conditions described below in Item 6 -
Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer. A form of the Warrant is attached hereto as Exhibit 2.
Each of GEF and NV purchased the shares of Preferred Stock using their
respective working capital. On September 8, 2000, Mr. Hannon purchased 4,800
shares of Common Stock at a price of $2.49 per share and Ms. Pisano purchased
6,000 shares of Common Stock at a price of $2.50 per share. On September 13,
2000, Mr. Hannon purchased 2,000 shares of Common Stock at a price of $4.8125
per share. Between October 11, 2000 and December 27, 2000, Mr. Hannon purchased
an aggregate of 15,000 shares of Common Stock at prices ranging from $2.05 to
$3.46 per share. On December 27, 2000, Mr. Leonard purchased 5,000 shares of
Common Stock at a price of $2.125 per share and 5,000 shares of Common Stock at
a price of $2.25 per share. These purchases were made in the open market, using
personal funds of such Reporting Persons. On December 14, 2000, each of GEF and
NV acquired 80,000 shares of Common Stock from the Company for $2.50 per share,
or an aggregate purchase price of $400,000. The shares of Common Stock were
acquired pursuant to a Securities Purchase Agreement (the "Common Purchase
Agreement"). Each of GEF and NV purchased the shares of Common Stock using their
respective working capital.
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 18 of 42
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the Preferred Stock by the Reporting
Persons was for investment and to give the Reporting Persons certain management
rights for purposes of maximizing the long-term value of the Company. The
purpose of the acquisition of the Common Stock by the Reporting Persons was for
investment. Each of GEF and NV has agreed on the terms provided in the Purchase
Agreement to purchase an additional 93,750 shares of Preferred Stock at a price
of $4.00 per share in quarterly installments of 31,250 shares each on March 15,
2001, June 15, 2001 and September 15, 2001. The holders of Preferred Stock are
entitled to such number of votes as shall entitle them in the aggregate to 51%
of the total voting power of the capital stock of the Company, except that the
holders of Preferred Stock shall only have the right to one vote for each share
of Common Stock into which such holders' shares of Preferred Stock are
convertible in the case of a vote with respect to (i) a sale of all or
substantially all of the assets of the Company which values the Company at less
than $50,000,000 or (ii) a merger transaction in which the Company is to be
acquired which values the Company at less than $50,000,000. In addition, a
holder of Preferred Stock shall only be entitled to one vote for each share of
Common Stock into which such holder's shares of Preferred Stock are convertible
if the holders of Preferred Stock default on their obligations under the
Purchase Agreement to purchase additional Preferred Stock. So long as GEF and NV
have the 51% voting rights to which they are entitled under the terms of the
Preferred Stock, they have agreed to vote any shares of Common Stock owned by
them in the same proportions as shares of Common Stock are voted by the other
holders of Common Stock. Transfer of the Preferred Stock may only be made to
affiliates of GEF and NV. The Purchase Agreement provides that GEF and NV may at
any time request the Company to convene a meeting of shareholders for the
purpose of electing designees of GEF and NV to fill a majority of the seats of
the Company's Board of Directors. On December 4, 2000, at the Company's annual
meeting of stockholders, Mr. Leonard, Mr. Hannon, Ms. Pisano and Ms. Minton were
elected to the Board of Directors of the Company and now comprise four of the
Company's nine directors. If not sooner converted, the Preferred Stock shall be
automatically converted to Common Stock on September 8, 2002, at which time the
51% voting rights of the holders of Preferred Stock described above would cease
to be effective. The Reporting Persons reserve the right to acquire, or cause to
be acquired, additional securities of the Company, to dispose of, or cause to be
disposed of, such securities at any time or to formulate other purposes, plans
or proposals regarding the Company or any of its securities, to the extent
deemed advisable in light of general investment and trading policies of the
Reporting Persons, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) Each of GEF, Mr. Leonard, Ms. Minton, Mr. Gregory, NV, Mr.
Hannon and Ms. Pisano may be deemed the beneficial owner of
1,410,000 shares of Common Stock. This amount is calculated
based on the number of shares of Common Stock issuable upon
conversion of the 156,250 shares of Preferred Stock held for
the account of GEF, the 156,250 shares of Preferred Stock held
for the account of NV, the 80,000 shares of Common Stock held
for the account of GEF and the 80,000 shares of Common Stock
held for the account of NV. This amount does not include any
shares issuable upon exercise of the Warrants since it cannot
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 19 of 42
currently be determined whether such Warrants are exercisable
within 60 days. See Item 6 - Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of
the Issuer. The 1,410,000 shares of Common Stock comprise
approximately 24.25% of the total number of shares of Common
Stock outstanding based on the Company's statement in its
Schedule 14A filed with the SEC on November 13, 2000 that it
has 4,404,361 shares of Common Stock outstanding, its
reservation of 1,250,000 shares of Common Stock for issuance
upon conversion of the Preferred Stock and the issuance of
160,000 shares of Common Stock on December 14, 2000. Mr.
Leonard, Ms. Minton, Mr. Gregory, Mr. Hannon and Ms. Pisano
disclaim beneficial ownership of such shares.
(b) (i) GEF, NV and the other Reporting Persons may be deemed to
have shared voting power with respect to the 1,410,000 shares
deemed beneficially held for the account of GEF and NV by
virtue of the provisions of a Shareholders Voting Agreement
between GEF and NV providing for certain voting arrangements
with respect to such shares. A copy of the Shareholders Voting
Agreement is attached hereto as Exhibit 3.
(ii) GEF, Mr. Leonard, Ms. Minton and Mr. Gregory may be
deemed to have the sole power to direct disposition of the
625,000 shares of Common Stock issuable upon conversion of the
156,250 shares of Preferred Stock held for the account of GEF
and the 80,000 shares of Common Stock held for the account of
GEF.
(iii) In addition to his interests described above in this
Item 5, Mr. Leonard has sole voting and disposition power with
respect to the 10,000 shares of Common Stock held by him.
(iv) NV, Mr. Hannon and Ms. Pisano may be deemed to have the
sole power to direct the disposition of the 625,000 shares of
Common Stock issuable upon conversion of the 156,250 shares of
Preferred Stock held for the account of NV.
(v) In addition to their interests described above in this
Item 5, Mr. Hannon and Ms. Pisano have sole voting and
disposition power with respect to the 21,800 shares and 6,000
shares of Common Stock, respectively held by them.
(c) Except as described herein, none of the Reporting Persons has
effected any transaction in the Common Stock during the past
60 days.
(d) The members of GEF have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the
stock held by GEF in accordance with their membership
interests in GEF. The members of NV have the right to
participate in the receipt of dividends from, or proceeds from
the sale of, the stock held by NV in accordance with their
membership interests in NV.
(e) Not applicable.
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 20 of 42
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The Purchase Agreement provides for the purchase of the Preferred Stock
by GEF and NV and the issuance of the Warrants to GEF and NV. Under the Purchase
Agreement, GEF and NV each purchased an aggregate of 156,250 shares of Preferred
Stock at the initial closing and on December 15, 2000 and have each agreed on
the terms set forth in the Purchase Agreement to purchase an additional 93,750
shares of Preferred Stock in three quarterly installments thereafter. The
Company makes customary representations and warranties to GEF and NV and has
agreed as soon as practicable to secure the listing on the Nasdaq Stock Market
of the shares of Common Stock issuable upon conversion of the Preferred Stock
and exercise of the Warrants.
In connection with the execution and delivery of the Purchase
Agreement, the Company approved Articles of Amendment of its Articles of
Incorporation, which set forth the terms of the Preferred Stock, including the
provisions concerning voting rights described above. A copy of the Articles of
Amendment is attached hereto as Exhibit 4.
Each Warrant is exercisable to purchase an aggregate of 1,000,000
shares at a purchase price of $.001 per share. Such Warrants shall only be
exercisable, however, as follows: If the market value of the Common Stock for
five consecutive trading days, with aggregate volume on the market on which the
Common Stock is traded for such five consecutive trading days of at least
100,000 shares, exceeds the amount set forth below under the heading "Share
Price", the Warrant shall be exercisable to purchase the number of shares of
Common Stock set forth below under the heading "Cumulative Shares Exercisable."
--------------------------------------------------------------------------------
Share Price Cumulative Shares Exercisable
--------------------------------------------------------------------------------
$10.00 250,000
--------------------------------------------------------------------------------
$12.00 375,000
--------------------------------------------------------------------------------
$14.00 500,000
--------------------------------------------------------------------------------
$16.00 625,000
--------------------------------------------------------------------------------
$18.00 750,000
--------------------------------------------------------------------------------
$20.00 1,000,000
--------------------------------------------------------------------------------
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 21 of 42
The Company, GEF and NV have also entered into a Registration Rights
Agreement pursuant to which the Company has agreed to effect the registration of
Common Stock issuable upon conversion of the Preferred Stock and exercise of the
Warrants (the "Registrable Shares") on two occasions after June 30, 2001 if
requested by the holders of at least 51% of the Registrable Shares. In addition,
the Company has agreed to effect registration of such shares on Form S-3
provided such registration is not requested more than once in any 12-month
period. The Company has also agreed to allow the holders of such shares to
participate in registrations of shares which the Company may initiate from time
to time. A copy of the Registration Rights Agreement is attached hereto as
Exhibit 5.
GEF and NV have also entered into a Shareholders Voting Agreement. This
agreement provides that until September 8, 2002 each party will vote for the
designees of the other at all elections of directors of the Company and shall
consult with the other and vote as may be mutually agreed by the parties in
connection with other matters to be voted on by the Company's shareholders or
directors.
Additionally, the Reporting Persons have entered into a Joint
Acquisition Statement attached as Exhibit 6 hereto, as required by Rule
13d-1(k)under the Securities Exchange Act of 1934, as amended.
The Common Purchase Agreement is attached hereto as Exhibit 7. Pursuant
to the Common Purchase Agreement, the Company, GEF and NV entered into a
Registration Rights Agreement with respect to the shares of Common Stock
purchased by GEF and NV under which the Company has agreed to allow the holders
of such shares to participate in registrations of shares which the Company may
initiate from time to time. A copy of the Registration Rights Agreement is
attached hereto as Exhibit 8.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith the following Exhibits:
Exhibit 1 -- Securities Purchase Exchange Agreement dated September 7,
2000 among the Company, GEF and NV (incorporated herein by
reference to Exhibit 1 of the Original Schedule 13D).
Exhibit 2 -- Form of Common Stock Warrant issued to each of GEF and NV
by the Company on September 8, 2000 (incorporated herein
by reference to Exhibit 2 of the Original Schedule 13D).
Exhibit 3 -- Shareholders Voting Agreement dated September 8, 2000
between GEF and NV (incorporated herein by reference to
Exhibit 3 of the Original Schedule 13D).
Exhibit 4 -- Articles of Amendment of Articles of Incorporation of the
Company, containing terms of Preferred Stock (incorporated
herein by reference to Exhibit 4 of the Original Schedule
13D).
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 22 of 42
Exhibit 5 -- Registration Rights Agreement dated September 7, 2000
among the Company, GEF and NV (incorporated herein by
reference to Exhibit 5 of the Original Schedule 13D).
Exhibit 6 -- A written agreement relating to the filing of joint
acquisition statements as required by Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended
(incorporated herein by reference to Exhibit 6 of the
Original Schedule 13D).
Exhibit 7 -- Securities Purchase Agreement dated December 14, 2000
among the Company, GEF and NV.
Exhibit 8 -- Registration Rights Agreement dated December 14, 2000
among the Company, GEF and NV.
<PAGE>
CUSIP No. 296744 10 5 13D/A Page 23 of 42
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: January 8, 2001
GEF OPTICAL INVESTMENT COMPANY, LLC NETWORKING VENTURES, LLC
By: /s/ H. Jeffrey Leonard By: /s/ John G. Hannon
------------------------------------- ------------------------------
H. Jeffrey Leonard, President John G. Hannon, Member
H. JEFFREY LEONARD MARIE S. MINTON
/s/ H. Jeffrey Leonard /s/ Marie S. Minton
---------------------------------------------- ------------------------------
JAMES P. GREGORY JOHN G. HANNON
/s/ James P. Gregory /s/ John G. Hannon
-------------------------------------------- ------------------------------
CAROLINE S. PISANO
/s/ Caroline S. Pisano
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