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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934 (Amendment No. )
GENERAL AUTOMATION, INC.
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(Name of Issuer)
COMMON STOCK
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(Title or Class of Securities)
3 6 9 0 3 2 10 7
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(CUSIP Number)
John R. Donnelly, 17731 Mitchell North, Irvine, CA 92714 (714) 250-4800
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 21, 1995
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(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.)
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
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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CUSIP NO. 369032 10 7 Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence Michels
SSN: ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7. SOLE VOTING POWER
814,833
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
814,833
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
814,833
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.28%
14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP No. 369032 10 7 Page 3 of 5
Item 1. Security and Issuer.
Class of Equity Securities: Common Stock par value $.10
Name and Address of
Principal Executive Offices
of the Issuer: General Automation, Inc.
17731 Mitchell North
Irvine, California 92714
Item 2. Identity and Background.
(a) Name: Lawrence Michels
(b) Residence or 30376 Snowbird Ln.
Business Address: Evergreen, Colorado 80439
(c) Principal Employment: General Partner
Encinal Partners
530 Chestnut Street
Santa Cruz, CA 95060
Business of Principal Consulting Services
Employer:
(d) Criminal Convictions: None
(e) Judicial or Administrative None
Civil Proceedings in which
Michels was a Party:
(f) Citizenship: US
Item 3. Source and amount of Funds or other Consideration.
All of the shares of Common Stock of the Issuer beneficially owned by the
reporting person were acquired or, in connection with any exercise of stock
options, will be acquired, by the reporting person with personal funds. Of
such shares, 279,833 shares were acquired by the reporting person for cash in
the aggregate amount of $216,219.07. The balance of such shares beneficially
owned by the reporting person are issuable upon the exercise of stock options.
The per share exercise prices of such stock options range from $0.75 to $0.86
and may be paid in the form of cash or in shares of the Issuer's Common Stock.
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CUSIP No. 369032 10 7 Page 4 of 5
Item 4. Purpose of Transactions.
On March 21, 1995 the Issuer granted to the reporting person stock options to
purchase 485,000 shares of the Issuer's Common Stock at an exercise price of
$0.86 per share. The stock options are immediately exercisable and have a five
(5) year term. The grant of such stock options was approved by the Issuer's
stockholders during the Issuer's Annual Meeting of Stockholders held on January
19, 1995.
The reporting person does not have any plans or proposals which relate to or
would result in any of the actions specified in clauses (a) through (j) of Item
4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Statement, the reporting person beneficially
owns 814,833 shares of Common Stock of the Issuer, representing approximately
10.28% of the issued and outstanding shares Common Stock. Of such shares,
279,833 shares are directly owned by the reporting person and 535,000 shares
may be acquired by the reporting person pursuant to the exercise of stock
options.
(b) With respect to 279,833 shares, the reporting person has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of such shares of Common Stock. Upon exercise of employee stock options, the
reporting person will have the sole power to vote or to direct the vote and to
dispose or to direct the disposition of such shares.
(c) On January 5, 1995, the reporting person purchased 50,000 shares of
Common Stock of the Issuer at a purchase price of $0.625 in a private
transaction. Other than such purchase and the transaction described in Item 4
above, the reporting person has not effected any transactions in the Issuer s
Common Stock during the past sixty days.
(d) No other person 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 beneficially owned by the reporting person.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not Applicable
Item 7. Material to be Filed as Exhibits.
Not Applicable
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CUSIP No. 90632 10 7 Page 5 of 5
SIGNATURE
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: March 29, 1995 Lawrence Michels, Chairman
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Name/Title
