SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
LOGIMETRICS, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
541410106
(CUSIP Number)
Charles S. Brand John D. Hogoboom, Esq.
c/o mmTech, Inc. Lowenstein, Sandler, Kohl,
20 Meridian Road with a copy to Fisher & Boylan, P.C.
Eatontown, New Jersey 07724 65 Livingston Avenue
(908) 935-7150 Roseland, New Jersey 07068
(201) 992-8700
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
April 25, 1997
(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 |_|.
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).
<PAGE>
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(1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above
Persons):
Charles S. Brand ###-##-####
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) |_|
(b) |_|
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(3) SEC Use Only
(4) Source of Funds (See Instructions): PF; OO
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): |_|
(6) Citizenship or Place of Organization: United States
Number of Shares (7) Sole Voting Power: 19,367,800*
Beneficially Owned (8) Shared Voting Power: 0
by Each Reporting (9) Sole Dispositive Power: 19,367,800*
Person With: (10) Shared Dispositive Power: 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 19,367,800*
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(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions): |_|
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(13) Percent of Class Represented by Amount in Row (11): 86.0%
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(14) Type of Reporting Person (See Instructions): IN
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* Includes an aggregate of 120,000 shares of Common Stock issuable to Mr.
Brand upon the exercise or conversion of securities exercisable for or
convertible into shares of Common Stock within 60 days of April 30, 1997.
<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Schedule 13D") relates to the
Common Stock, par value $.01 per share (the "Common Stock"), of LogiMetrics,
Inc., a Delaware corporation (the "Company"), and is being filed pursuant to
Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the "Act").
The principal executive offices of the Company are located at 121-03 Dupont
Street, Plainview, New York 11803.
Item 2. Identity and Background.
(a)-(c) This Schedule 13D is filed on behalf of Charles S. Brand. Mr.
Brand's business address is c/o mmTech, Inc., 20 Meridian Road, Eatontown, New
Jersey 07724 Mr. Brand's present principal occupation is Chairman and Chief
Executive Officer of the Company. The Company has been a manufacturer of high
power RF equipment for more than twenty years, and currently supplies high-power
amplifiers and other peripheral transmission equipment for use in providing
local multi-point distribution service (LMDS) and satellite communications
service. mmTech designs, develops and manufactures a complete lime of equipment
for the LMDS marketplace. The Company's principal address is 121-03 Dupont
Street, Plainview, New York 11803.
(d)-(e) During the past five years, Mr. Brand has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
nor has Mr. Brand been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he 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) Mr. Brand is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
As described below, the consideration given by Mr. Brand in exchange
for the issuance of 19,247,800 of the shares of Common Stock beneficially owned
by him consisted of 100 shares of the common stock, no par value ("mmTech Common
Stock"), of mmTech, Inc. ("mmTech"). The aggregate amount of funds used to
purchase the remaining 120,000 shares of Common Stock covered by this Schedule
13D was $20,000, the source of which was Mr. Brand's personal funds.
Item 4. Purpose of the Transaction.
Pursuant to the terms of an Agreement and Plan of Merger, dated as of
December 18, 1996 (as amended, the "Merger Agreement"), among the Company,
mm-Tech Acquisition Corp. ("Merger Sub"), mmTech and Mr. Brand, on April 25,
1997 the Company acquired mmTech by merging Merger Sub with and into mmTech (the
"Merger"). Under the terms of the Merger Agreement, each outstanding share of
mmTech Common Stock was converted pursuant to the Merger into 192,478 shares of
Common Stock, resulting in the issuance of 19,247,800 shares. The Merger is
intended to be tax free and to qualify as a "pooling of interests" for
accounting purposes.
Upon consummation of the Merger, Mr. Brand, the founder and sole
shareholder of mmTech, became the Chairman and Chief Executive Officer of the
Company. Norman M. Phipps, the Chairman and Acting President of the Company,
became the President and Chief Operating Officer of the Company. In addition,
pursuant to the Merger, the Company's Board of Directors was reconstituted to
consist of Mr. Brand, Mr. Phipps, Alfred Mendelsohn, Frank Brand and
Jean-Francois Carreras.
Mr. Brand has no current plans to acquire beneficial ownership of
additional shares of Common Stock, other than pursuant to the grant of stock
options or other awards by the Company. However, depending upon the Company's
business and prospects, future developments, market conditions and other
factors, Mr. Brand may, from time to time, purchase additional shares of Common
Stock or dispose of all or a portion of the shares of Common Stock beneficially
owned by him, either in the open market or in privately negotiated transactions.
Except as described above, Mr. Brand has no plans or proposals of the
type set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.
A copy of the Merger Agreement has been filed as an Exhibit to this
Schedule 13D and is incorporated herein by reference. The description of the
Merger Agreement set forth above is a summary only, is not intended to be
complete, and is qualified in its entirety by reference to the Merger Agreement.
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in the Company's Preliminary Proxy
Statement filed with the Securities and Exchange Commission on May 5, 1997, as
of April 30, 1997 there were 22,391,434 shares of Common Stock issued and
outstanding. As of that date, Mr. Brand beneficially owned 19,367,800 of such
shares, or 86.0% of the total outstanding (including shares issuable to Mr.
Brand upon the exercise or conversion of securities exercisable for or
convertible into shares of Common Stock within 60 days of April 30, 1997). Mr.
Brand possesses sole voting and dispositive power with respect to all of such
shares. Except as described in Item 4 above, Mr. Brand has not effected any
transactions in the Common Stock during the past 60 days.
No other person is known to Mr. Brand to have the right to receive or
power to direct dividends from, or proceeds from the sale of, shares of Common
Stock beneficially owned by Mr. Brand.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not Applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Agreement and Plan of Merger, dated as of December 18,
1996 (the "Merger Agreement"), among LogiMetrics, Inc.,
mm-Tech Acquisition Corp., mmTech, Inc. and Charles S.
Brand (previously filed as Exhibit 2.1 to the Company's
Current Report on form 8-K dated December 18, 1996 and
incorporated herein by reference).
Exhibit 2 Amendment to Merger Agreement.
<PAGE>
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: May 8, 1997
/s/Charles S. Brand
________________________________
Charles S. Brand
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
<PAGE>
Exhibit Index
Exhibit Page No.
Exhibit 2 Amendment to Merger Agreement.
Reference is hereby made to the Agreement and Plan of Merger, dated as of
December 18, 1996 (the "Agreement"), by and among LogiMetrics, Inc.
("LogiMetrics"), mm-Tech Acquisition Sub ("Merger Sub"), mmTech, Inc. ("mmTech")
and Charles S. Brand ("Brand"). Each of LogiMetrics, Merger Sub, mmTech and
Brand hereby agrees that Section 10.01 of the Agreement is hereby amended by
deleting the words, "March 31, 1997" and replacing them with the words, "April
30, 1997". Except as amended hereby, the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this agreement to be
duly executed by the undersigned, thereunto duly authorized, as of the 31st day
of March, 1997.
LOGIMETRICS, INC. MM-TECH, INC.
/s/ Norman M. Phipps /s/ Charles S. Brand
____________________ _____________________
By: Norman M. Phipps By: Charles S. Brand
Title: Acting President Title: President
MM-TECH ACQUISITION CORP. /s/ Charles S. Brand
_______________________
Charles S. Brand
/s/ Norman M. Phipps
______________________
By: Norman M. Phipps
Title: President
