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OMB Number: 3235-0145
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OMB Number: 3235-0145
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Expires: October 31, 1997
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Estimated average burden
hours per response....14.90
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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. 1)*
Harvey Electronics, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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417660107
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(CUSIP Number)
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Ruskin, Moscou, Evans & Faltischek, P.C.
170 Old Country Road, Mineola, NY 11501
Attention Paul Rubell
(516) 663-6600
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 7, 1998
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(Date of Event which Requires Filing of this Statement)
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 shape
[ ].
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 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).
<PAGE>
SCHEDULE 13D
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CUSIP No. 417660107 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harvey Acquisition Company, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY -0- shares
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
1,750,000 shares
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-----------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0- shares
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-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,750,000 shares
----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,750,000 shares
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<PAGE>
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.3%
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14 TYPE OF REPORTING PERSON*
OO, Limited Liability Company
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 5
<PAGE>
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.01 per share (the
"Common Stock"), of Harvey Electronics, Inc., a New York corporation (the
"Company"), having its principal executive offices at 205 Chubb Avenue,
Lyndhurst, New Jersey 07071.
Item 2. Identity and Background.
This statement is being filed by Harvey Acquisition Company, LLC, a
Delaware limited liability company ("HAC"). HAC's principal business address, as
well as its principal office address, is c/o Recca & Company, Inc., 100 Wall
Street, New York, New York 10005. During the last five (5) years, HAC has not
been convicted in any criminal proceeding and has not been a party to any 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.
Item 3. Source and Amount of Funds or Other Consideration.
On March 31, 1998, a registration statement filed by the Company on Form
SB-2 (the "Registration Statement") was declared effective by the Securities and
Exchange Commission (the "Commission"). The Registration Statement related to
the offer and sale (the "Offering") of (i) 1,200,000 shares of Common Stock at a
public offering price of $5.00 per share and (ii) 1,830,000 redeemable common
stock purchase warrants ("Warrants") at a public offering price of $0.10 per
Warrant. The Warrants will be exercisable at $5.50 per share. The 1,200,000
shares of Common Stock registered in the Offering included 175,000 shares owned
by HAC (as selling securityholder).
The offering was completed on April 7, 1998. HAC sold 175,000 shares ("HAC
Shares") to the underwriters, and received net proceeds of $761,250 (after
deducting the underwriters' discounts and non-accountable expense allowance of
$113,750).
On April 15, 1998, HAC purchased 10,000 shares of Common Stock from
InterEquity Capital Partners ("InterEquity") for an aggregate purchase price of
$50,000. The source of the funds was HAC's working capital.
Item 4. Purpose of Transaction.
HAC sold the 175,000 HAC Shares in the Offering to obtain working capital
and for general corporate purposes.
HAC purchased the 10,000 shares of Common Stock from InterEquity in
consideration of InterEquity's agreement with the underwriters in the Offering
to lock up its remaining shares of Common Stock.
Except as set forth in this Amendment to Schedule 13D, HAC currently has no
other plans or proposals which relates to, or would result in, the acquisition
by any person of additional securities of the issuer, or the disposition of
securities of the issuer; an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the issuer or any of its
subsidiaries; a sale or transfer of a material amount of the assets of the
issuer or any of its subsidiaries; any change in the present board of directors
or management of the issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the board; any
material change in the present capitalization or dividend policy of the issuer;
any other material change in the issuer's business or corporate structure;
changes in the issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the issuer by any
person; causing a class of the securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association; a
class of equity securities of the issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or any action similar to
those enumerated in response to this item.
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) HAC owns beneficially and of record 1,750,000 shares of Common Stock as
of the date of this amendment to Schedule 13D, which represents 53.3% percent of
the issued and outstanding shares of Common Stock.
(b) HAC shares the power to vote, or to direct the vote, and to dispose of,
or to direct the disposition of, all 1,750,000 shares of Common Stock it owns
with Michael E. Recca.
(c) During the past sixty (60) days, HAC has not effected any other
transactions in Common Stock except as set forth herein or as otherwise reported
on previous Schedules 13D.
(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 owned by HAC, except for Michael E. Recca.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
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.
DATED: April 15, 1998
HARVEY ACQUISITION COMPANY, LLC
By:/s/Michael E. Recca
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Michael E. Recca, Manager
