<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
LOGIMETRICS, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
541410106
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(CUSIP Number)
Charles S. Brand John D. Hogoboom, Esq.
c/o mmTech, Inc. Lowenstein Sandler PC
611 Industrial Way with a copy to 65 Livingston Avenue
Eatontown, New Jersey 07724 Roseland, New Jersey 07068
(732) 935-7150 (973) 597-2500
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
July 11, 2000
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(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 'SS''SS'240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-7(b) 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. 541410106
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(1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only):
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
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(4) Source of Funds (See Instructions): PF; OO
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(5) Check 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: United States
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Number of Shares (7) Sole Voting Power: 17,026,810*
Beneficially Owned (8) Shared Voting Power: 0
by Each Reporting (9) Sole Dispositive Power: 17,026,810*
Person With: (10) Shared Dispositive Power: 0
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(11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 17,026,810*
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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): 10.1%
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(14) Type of Reporting Person (See Instructions): IN
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* Includes an aggregate of 10,000,000 shares which are held by LFH, LLC, a
limited liability company of which Mr. Brand is a member and an officer.
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ITEM 4 AND ITEM 6. PURPOSE OF TRANSACTION; CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER.
Item 4 of this Schedule 13D is hereby amended by adding the following
hereto.
In July 2000, LogiMetrics, Inc. (the "Company") and L-3 Communications
Corporation ("L-3") entered into a Purchase Agreement, dated July 10, 2000 (the
"Purchase Agreement"), pursuant to which, among other things, L-3 acquired on
July 11, 2000, beneficially and of record, 93,236,794 newly issued shares (the
"L-3 Shares") of the Company's outstanding common stock, par value $.01 per
share (the "Common Stock"), for an aggregate purchase price of $15.0 million,
$8.5 million of which was paid in cash at the closing on July 11, 2000 of the
transactions contemplated by the Purchase Agreement (the "Closing") and the
balance of which was paid in the form of a secured promissory note (the "Note").
At the Closing, the L-3 Shares constituted approximately 53.5% of the Company's
outstanding Common Stock on a fully diluted basis (calculated after giving
effect to the transactions contemplated by the Purchase Agreement and certain
anti-dilution adjustments set forth in the Purchase Agreement). Pursuant to the
terms of a Stock Pledge Agreement, dated July 10, 2000, executed by L-3 in favor
of the Company, the obligations of L-3 under the Note are secured by a pledge of
43.33% of the L-3 Shares. The Note will be prepaid from time to time as
necessary to fund the Company's reasonable ongoing working capital needs. If not
paid prior thereto, the Note will be paid in full on the earlier of (i) January
2, 2001 and (ii) the date that the Company consummates a qualifying Public
Offering (as defined in the Purchase Agreement) of its equity securities (a
"Qualifying Offering"). The number of shares of Common Stock issuable to L-3
will be adjusted, if necessary, on the first business day following the 30th day
after the Closing so that the L-3 Shares will, following such adjustment,
constitute 53.5% of the Company's outstanding Common Stock (determined after
giving effect to the dilutive effects of certain contingently issuable
securities as specified in the Purchase Agreement).
Under the Purchase Agreement, L-3 has agreed, subject to the
satisfaction of certain conditions, to purchase up to 3,333,333 shares of Common
Stock (the "Additional Shares") for $5.0 million on or after January 2, 2001
(unless L-3 elects to acquire any Additional Shares in its sole discretion prior
to January 2, 2001), to the extent the Company requires additional reasonable
ongoing working capital to operate its business.
Pursuant to the terms of the Purchase Agreement, the Company has
granted to L-3 an option (the "L-3 Option") to acquire up to 5,555,555 shares of
Common Stock at an exercise price of $0.54 per share (subject to adjustment in
certain circumstances). The L-3 Option is exercisable upon the purchase of all
of the Additional Shares.
In the Purchase Agreement, L-3 granted to the Company the option,
exercisable by a majority of the entire Board of Directors of the Company (the
"Board"), to cause L-3 to transfer without further consideration certain
technology and other assets to the Company in connection with the Qualifying
Offering upon the satisfaction of certain conditions. Pursuant to the Purchase
Agreement, L-3 may, in its sole discretion, provide administration and other
services and
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CUSIP NO. 541410106
equipment (including team services, support services, facilities, tools and
equipment) to the Company. Such services and equipment will be billed, from time
to time, at cost to the Company, including direct labor, direct material, other
direct charges and expenses and overhead (including a corporate expense
allocation charge equal to 1.5% of the Company's consolidated sales).
L-3 also has agreed to use its reasonable best efforts (i) until the
60th day after the Closing to obtain an additional $5.0 million investment in
the Company from one or more investment banks on the same terms as L-3's
purchase of the Additional Shares; and (ii) to cooperate with the Company to
consummate the Qualifying Offering no later than December 31, 2000, subject to
market and economic conditions.
Pursuant to the Purchase Agreement, the Company has agreed to maintain
directors' and officers' insurance in place for a period of six years (subject
to certain expense limitations) and to maintain certain provisions in its
charter and by-laws relating to the indemnification of directors and officers
for such six-year period.
Under the Purchase Agreement, the Company may not, without the approval
of either (i) those holders of Common Stock (excluding L-3, entities controlled,
directly or indirectly, by L-3 and executive officers (within the meaning of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) of L-3) (the
"Minority Stockholders") that represent not less than a majority of the
outstanding Common Stock held by all such holders or (ii) a majority of the
directors elected by the Existing Holders (as defined below), effect the
following extraordinary transactions: (A) certain mergers, consolidations or
share exchanges, (B) the sale of all or substantially all of its assets in one
transaction or a series of related transactions, (C) the seeking of protection
under applicable bankruptcy and insolvency laws, (D) the issuance, offer or sale
of any shares of its capital stock or securities exercisable for, convertible
into or otherwise giving the holder the right to obtain shares of capital stock
(other than the issuance of shares and options pursuant to the Purchase
Agreement, shares issuable upon the exercise or conversion of outstanding
securities, the granting of certain options and rights to purchase Common Stock
contemplated by the Purchase Agreement and shares of Common Stock issuable upon
the exercise of such options and rights), (E) the amendment of its certificate
of incorporation or by-laws if the terms of such amendment would conflict with
the terms of the Purchase Agreement and the transactions contemplated thereby or
would materially and adversely affect the rights of the Minority Stockholders,
(F) amend or modify any of the provisions of the documents relating to the
Purchase Agreement, (G) enter into a Rule 13e-3 transaction (as defined in Rule
13e-3 promulgated under the Exchange Act), or (H) enter into, assume or become
bound by any agreement, instrument or understanding to do any of the foregoing
or otherwise attempt to do any of the foregoing. In addition, L-3 has agreed not
to sell to a non-affiliated third party more than 53.27% of the L-3 Shares prior
to December 31, 2001. The directors appointed by the Existing Holders will have
the right to enforce the provisions of the Purchase Agreement and to otherwise
act on behalf of the Company with respect to the Purchase Agreement and the
other documents relating thereto. These provisions will expire upon the earlier
of (i) the consummation of a Qualifying Offering and (ii) the date upon which
the Existing Holders collectively cease to own at least 10% of the outstanding
Common Stock (as determined pursuant to the provisions of the Purchase
Agreement).
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Under the Purchase Agreement, L-3 has the right to cancel (in whole or
in part), at L-3's option, its obligation to make any payment in respect of the
Note if, in L-3's reasonable discretion: (i) a breach by the Company of any
representation, warranty, covenant or agreement contained in the Purchase
Agreement or any other document relating thereto results from or has resulted in
a Material Adverse Effect (as defined in the Purchase Agreement) with respect to
either (A) the Company, or (B) L-3; or (ii) a Material Adverse Effect has
occurred or shall occur with respect to the Company as a result of certain
specified litigation claims. If L-3 exercises its right not to pay amounts due
under the Note and it is determined by a court of competent jurisdiction in a
final, non-appealable judgment or order or by a final, non-appealable
arbitration award that L-3 did not in fact have the right to cancel its
obligation to make any payment in respect of the Note, then L-3 must pay to the
Company the Liability Amount (as defined below), as liquidated damages for loss
of a bargain and not a penalty. The payment of the Liability Amount will be the
sole and exclusive remedy of the Company in connection with such a breach by L-3
and L-3 will have no other liability to the Company in respect thereof. The term
"Liability Amount" is defined in the Purchase Agreement as the portion of the
purchase price for the L-3 Shares not paid in cash by L-3 to the Company at such
time.
In addition, pursuant to the terms of the Purchase Agreement, L-3 has
the right to cancel (in whole or in part), at L-3's option, its obligation to
purchase Additional Shares if, in L-3's reasonable discretion: (i) a breach by
the Company of any representation, warranty, covenant or agreement contained in
the Purchase Agreement or any other document relating thereto results from or
results in a Material Adverse Effect with respect to either (A) the Company, or
(B) L-3; or (ii) after the Closing, a Material Adverse Effect has occurred or
shall occur with respect to the Company. If L-3 exercises its right not to
consummate the purchase of the Additional Shares and it is determined by a court
of competent jurisdiction in a final, non-appealable judgment or order or by a
final, non-appealable arbitration award that L-3 did not in fact have the right
to cancel its obligation to purchase the Additional Shares, then L-3 must pay to
the Company the Damage Amount (as defined below), as liquidated damages for loss
of a bargain and not a penalty. The payment of the Damage Amount will be the
sole and exclusive remedy of the Company in connection with such a breach by L-3
and L-3 will have no other liability to the Company in respect thereof. The term
"Damage Amount" is defined in the Purchase Agreement as the portion of the
purchase price for the Additional Shares not paid in cash by L-3 to the Company
at such time.
Each of the Company and L-3 has agreed in the Purchase Agreement to
indemnify the other party and certain related parties and hold them harmless
from any losses arising from, in connection with or otherwise with respect to
its breach of any representation or warranty contained in the Purchase Agreement
(subject to the expiration of such representations and warranties) or its
failure to perform any covenant or agreement made or contained in the Purchase
Agreement or fulfill any obligation in respect thereof. If the Company is
required to indemnify L-3 pursuant to these provisions (as determined by a court
of competent jurisdiction or by an arbitration award), then L-3 is entitled, in
addition to any other right or remedy it may have, to exercise rights of set-off
against any amounts then due and payable to the Company under the Purchase
Agreement or that may thereafter become due and payable to the Company under the
Purchase Agreement (including under the Note and in respect of the purchase
price for the Additional Shares). L-3's obligation to indemnify the Company and
certain related parties pursuant to these provisions (as determined by a court
of competent jurisdiction or by an
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CUSIP NO. 541410106
arbitration award) shall not exceed in the aggregate $20 million, such $20
million to be reduced from time to time beginning on the Closing by any and all
amounts paid in cash to the Company or on its behalf pursuant to the Purchase
Agreement (including the $8.5 million which was paid in cash at the Closing,
payments or other credits with respect of the Note and the purchase price paid
for the Additional Shares).
Effective as of the Closing, the number of directors constituting the
Board was reduced to three; Charles S. Brand, Frank A. Brand and Mark B. Fisher
resigned as directors of the Company and Jay B. Langner was appointed as a
director of the Company. Pursuant to the terms of the Stockholders Agreement,
dated July 10, 2000 (the "Stockholders Agreement"), among the Company, L-3 and
the other parties thereto, including Mr. Brand (the "Existing Holders"), upon
compliance by the Company with the requirements of Section 14(f) of the Exchange
Act and Rule 14f-1 promulgated thereunder (the "Effective Time"), the number of
directors constituting the Board was set at seven. The Existing Holders have the
right to designate three directors so long as they continue to beneficially own
at least 15% of the outstanding Common Stock (as determined pursuant to a
specified formula). If the Existing Holders beneficially own less than 15% of
the outstanding Common Stock (as so determined), the number of directors the
Existing Holders will have the right to appoint will be reduced to two. If the
Existing Holders beneficially own less than 10% of the outstanding Common Stock,
they no longer will have the right to designate directors of the Company. From
and after the Effective Time, L-3 has the right under the Stockholders Agreement
to designate the remaining members of the Board so long as it continues to be
the owner of at least 25% of the outstanding Common Stock (as so determined).
Under the terms of the Stockholders Agreement, so long as L-3 remains
the owner of at least 25% of the Common Stock (as so determined), L-3 has a
right of first offer with respect to the proposed transfer, in one or a series
of related transactions, by a Major Selling Stockholder (as defined in the
Stockholders Agreement) of (i) 10% or more of the Common Stock Equivalents (as
so defined), other than in certain specified market transactions, or (ii) Common
Stock Equivalents which to the actual knowledge of the Major Selling
Stockholder, together with the holdings of Common Stock Equivalents of the
person to which the transfer is to be made, would result in such person owning
more than 10% of the Common Stock Equivalents (after giving effect to such
transfer).
Pursuant to the terms of the Stockholders Agreement, the Existing
Holders effected the conversion or exchange of certain convertible indebtedness
and warrants held by them as described below, waived certain anti-dilution
rights, including rights resulting from the Transaction (as defined below),
waived certain registration rights and consented to the Transaction. In
addition, the Existing Holders agreed to extend the maturity date of certain
loans made by them to the earlier of (i) the fifth day following the
consummation of a Qualifying Offering and (ii) June 30, 2001, and agreed to
waive certain other rights specified in the Stockholders Agreement.
Pursuant to the terms of the Stockholders Agreement, the Stockholders
Agreement, dated as of July 29, 1997, by and among the Company and the Existing
Holders was terminated.
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CUSIP NO. 541410106
In addition, pursuant to the terms of the Stockholders Agreement, until
compliance by the Company with the requirements of Section 14(f) of the Exchange
Act and Rule 14f-1 promulgated thereunder, the Company agreed to operate its
business in the ordinary course and to refrain from taking certain actions
without L-3's consent.
The Stockholders Agreement terminates upon the earliest to occur of (i)
the consummation of a Qualifying Offering, (ii) with respect to L-3 or an
Existing Holder, when such party has effected the transfer of its entire
ownership interest in the Company to persons that are not affiliates of L-3 or
the Existing Holders, as the case may be, (iii) the consummation of a qualifying
"Company Sale" (as defined in the Stockholders Agreement), and (iv) the written
mutual consent of L-3 and the Existing Holders that collectively own a majority
of the Common Stock Equivalents then held by all Existing Holders.
Effective upon the Closing, the following persons were elected to hold
the offices set forth opposite their respective names.
John S. Mega Acting President
Charles S. Brand Senior Vice President of Technology and
Acting General Manager - New Jersey
Operations
Norman M. Phipps Senior Vice President of Administration
Christopher C. Cambria Vice President and Secretary
In connection with and prior to the Closing, the holders of the
Company's outstanding Class A 13% Senior Subordinated Convertible Pay-in-Kind
Debentures due July 29, 1999, Amended and Restated Class B 13% Convertible
Senior Subordinated Pay-in-Kind Debentures due 1999 and Class C 13% Convertible
Senior Subordinated Debentures due September 30, 1999 converted such
indebtedness into an aggregate of 30,612,420 shares of Common Stock. In
addition, prior to the Closing, the holders of the Company's outstanding Series
A 12% Cumulative Convertible Redeemable Preferred Stock, stated value $50,000
per share (the "Series A Preferred Stock"), converted the Series A Preferred
Stock into an aggregate of 2,358,500 shares of Common Stock. The conversion of
the Series A Preferred Stock resulted in the elimination of accrued and unpaid
dividends on the Series A Preferred Stock of approximately $0.9 million. Prior
to the Closing, the Existing Holders also exchanged their outstanding warrants
to purchase Common Stock for an aggregate of 12,301,802 shares of Common Stock.
In connection with and prior to the Closing, Mr. Brand converted an
aggregate principal amount (including accrued interest) of $818,093 of the
Company's Class C 13% Convertible Senior Subordinated Debentures due September
30, 1999 for 2,639,010 shares of Common Stock.
In connection with and prior to the Closing, the Company amended (i)
its Certificate of Incorporation to increase the number of authorized shares to
355,000,000 shares, consisting of 350,000,000 shares of Common Stock and
5,000,000 shares of preferred stock, par value $0.01 per share, and (ii) its
By-laws to allow the holders of a majority of the outstanding Common Stock to
call special meetings of the stockholders of the Company.
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The Company, L-3 and the Existing Holders also entered into a
Registration Rights Agreement, dated as of July 10, 2000 (the "Registration
Rights Agreement"). Pursuant to the terms of the Registration Rights Agreement,
L-3 (or certain qualifying holders of shares purchased by L-3) has the right to
demand at any time that the Company effect the registration of the shares of
Common Stock acquired by L-3 for offering and sale under applicable securities
laws (subject to certain black-out provisions described below). L-3 (or such
qualifying successors) has the right to make four such demands. Under the
Registration Rights Agreement, after the earlier to occur of (i) consummation of
a Qualifying Offering and (ii) March 31, 2001, one or more Existing Holders
meeting certain requirements have the right to demand that the Company effect
the registration of the shares of Common Stock acquired by such Existing Holders
(and any other Existing Holders who timely agree to participate in such
offering) for offering and sale under applicable securities laws (subject to
certain black-out provisions described below). The Existing Holders have the
right to make two such demands. A registration effected pursuant to the
provisions described above is hereinafter referred to as a "Long-Form
Registration."
In addition, if at any time after the earlier of (i) January 2, 2001
and (ii) the consummation of a Qualifying Offering, the Company is eligible to
effect such registration on Form S-3 (or a successor form), L-3 and the Existing
Holders have the unlimited right to demand that the Company effect the
registration of their shares of Common Stock (a "Short-Form Registration") so
long as the shares to be offered for the benefit of the requesting holders (and
any other parties to the Registration Rights Agreement who timely agree to
participate in such offering) are reasonably expected to have an aggregate
offering price of at least $1,000,000.
The Company is not required to prepare and file a registration
statement pursuant to a Long-Form Registration for a period of not more than 90
days following receipt by the Company of a request for registration, if (i) the
Company in good faith gives written notice within five days after such receipt
by the Company of such request that the Company is commencing to prepare a
Company-initiated registration statement, and (ii) the Company actively employs
in good faith all reasonable efforts to cause such registration statement to
become effective.
If the Company receives a request to effect a Long-Form Registration
within 90 days of the date on which a previous registration statement filed
pursuant to a Long-Form Registration has become effective, the Company is not
required to commence preparation of such Long-Form Registration in accordance
with such request until 90 days has elapsed since such effective date.
If the Company furnishes to the persons requesting registration a
certificate signed by the chief executive or chief financial officer of the
Company stating that the Company, in good faith, has determined that (i) there
exists material non-public information about the Company which the Company has a
bona fide business purpose for preserving as confidential, or (ii) is
undertaking (or is about to undertake) a proposed acquisition or financing that
would significantly impact the pricing of the contemplated public offering, and
in each case the Company provides such persons written notice thereof promptly
after the Company makes such determination, then the Company has the right to
defer the filing or the declaration of effectiveness of a registration
statement, for a period of not more than (A) 90 days, in the case of a Long-Form
Registration, or (B) 60 days, in
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CUSIP NO. 541410106
the case of a Short-Form Registration, after receipt of the request to register;
provided, however, that the Company is not entitled to defer such filing or
declaration of effectiveness more than 120 days in any 12-month period.
The parties to the Registration Rights Agreement also have unlimited
"piggy back" rights with respect to any registration effected by the Company for
its own account or for the account of another person (other than registrations
relating to sales of securities to participants in a Company stock plan or in a
transaction covered by Rule 145 promulgated under the Securities Act of 1933, as
amended), subject to certain cut-back provisions.
The Company will be required to bear all expenses incurred in effecting
any Long-Form Registration and up to six Short-Form Registrations, including the
fees and disbursements of any counsel or accountant retained by the holders of
more than fifty percent of the stock being registered, but excluding
underwriting discounts and brokerage fees or commissions. In addition, the
Company has agreed to indemnify participants in any registration for certain
liabilities, including liabilities arising under applicable securities laws, and
is obligated to contribute to any damages paid by such participants if such
indemnification is unavailable to such participants.
In connection with the Transaction, the Company entered into new
two-year employment agreements with Charles S. Brand and Norman M. Phipps (the
"New Employment Agreements"). Pursuant to the New Employment Agreements, Mr.
Brand and Mr. Phipps will each receive an annual base salary of $210,000. The
base salary is subject to periodic increases at the discretion of the Board.
Under his New Employment Agreement, Mr. Phipps was granted an option to acquire
750,000 shares of Common Stock at an exercise price of $0.54 per share (subject
to adjustment in certain circumstances) (the "Phipps Option"). The Phipps Option
vests in equal installments of one-third per year and expires, subject to
earlier termination, ten years from the date of grant. Under the New Employment
Agreements, the Company agreed to reimburse Mr. Brand and Mr. Phipps for the
costs of maintaining a $1,000,000 term-life insurance policy for the benefit of
each of Mr. Brand and Mr. Phipps, subject to a cap of $2,000 per annum. Mr.
Brand and Mr. Phipps also are entitled to participate in certain compensation
and employee benefit plans maintained by the Company. In the event of the
termination of employment by the Company (other than upon death, permanent
disability or a termination for "Cause" (as defined in the New Employment
Agreements)) or a termination of employment by the employee for "Good Reason"
(as so defined), each of Mr. Brand and Mr. Phipps would be entitled to receive
his then-current base salary for a period equal to the greater of (i) the
remainder of the term of his employment agreement, and (ii) 12 months (in the
case of Mr. Brand) or six months (in the case of Mr. Phipps) from the effective
date of termination. The Phipps Option will vest immediately upon a termination
of employment giving Mr. Phipps the right to continue to receive his base salary
as described above or upon the occurrence of a "Change in Control Event" (as
defined in the Phipps Option). The New Employment Agreements also contain
certain non-competition, confidentiality and intellectual property ownership
covenants.
Pursuant to the terms of the Transaction, options to purchase 150,000
shares of Common Stock were issued to each of Dr. Frank A. Brand, Mr. Carreras
and Mr. Fisher (collectively, the "Former Director Options"). The Former
Director Options have an exercise price of $0.54 per share (subject to
adjustment in certain circumstances), are immediately exercisable and expire,
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CUSIP NO. 541410106
subject to earlier termination, ten years from the date of grant. In addition,
as described above, Mr. Phipps received an option to acquire 750,000 shares of
Common Stock in connection with the execution of his new employment agreement.
Options to purchase an aggregate of 8,902,200 shares of Common Stock also were
issued under the Stock Compensation Program to certain other employees of the
Company and to certain employees of L-3 to be designated by L-3 in connection
with the Transaction (the "Employee Options"). All of the Employee Options have
an exercise price of $0.54 per share (subject to adjustment in certain
circumstances), vest in equal installments of one-third per year and expire,
subject to earlier termination, ten years from the date of grant. Pursuant to
this grant, Mr. Meckstroth received options to acquire 740,000 shares of Common
Stock and Mr. Kruger received options to acquire 400,000 shares of Common Stock.
In addition, pursuant to the Transaction, options to purchase an
aggregate of 12,665,308 shares of Common Stock were granted to L-3, Cramer,
Rosenthal McGlynn, LLC and Cerberus Partners, L.P. (the "Founder Options") (with
each such party having the ability to direct all or part of its options to
certain parties related to such party). The Founder Options have an exercise
price of $0.54 per share (subject to adjustment in certain circumstances), are
immediately exercisable and expire ten years from the date of grant.
A copy of the Purchase Agreement, Stockholders Agreement and
Registration Rights Agreement (collectively, the "Agreements") are being filed
as Exhibits to this Schedule 13D, and are incorporated herein by reference. The
description of the Agreements set forth above is a summary only, is not intended
to be complete, and is qualified in its entirety by reference to the complete
text of the Agreements filed herewith. The transactions described above are
collectively referred to as the "Transaction."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Based upon information set forth in the Company's Information Statement
(pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended,
and Rule 14f-1 promulgated thereunder) filed with the Securities and Exchange
Commission on July 20, 2000 and information provided to Mr. Brand by the
Company, as of July 11, 2000 there were 168,870,780 shares of Common Stock
issued and outstanding. As of that date, Mr. Brand beneficially owned 17,026,810
of such shares or approximately 10.1% of the total outstanding (including shares
issuable to Mr. Brand upon the exercise of securities exercisable into shares of
Common Stock within 60 days of July 11, 2000). Mr. Brand possesses sole voting
and dispositive power with respect to all of such shares. Mr. Brand has not
effected any transactions in the Common Stock during the past 60 days other than
the acquisition of 2,639,010 shares of Common Stock upon conversion of an
aggregate principal amount (including accrued interest) of $818,093 of the
Company's Class C 13% Convertible Senior Subordinated Debentures due September
30, 1999.
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 7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit 1 Purchase Agreement, dated as of July 10, 2000 (previously filed as
Exhibit 99.1 to the Company's Current Report on From 8-K, dated July 11,
2000 (file no. 0-10696) and incorporated herein by reference).
Exhibit 2 Stockholders Agreement, dated as of July 10, 2000 (previously filed
as Exhibit 10.4 to the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1999 (file no. 0-10696) and incorporated
herein by reference).
Exhibit 3 Registration Rights Agreement, dated as of July 10, 2000 (previously
filed as Exhibit 10.5 to the Company's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 1999 (file no. 0-10696) and incorporated
herein by reference).
</TABLE>
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<PAGE>
CUSIP NO. 541410106
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: August 24, 2000
/s/ Charles S. Brand
--------------------------
Charles S. Brand
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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<PAGE>
CUSIP NO. 541410106
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE NO.
<S> <C> <C>
Exhibit 1 Purchase Agreement, dated as of July 10, 2000 (previously filed as
Exhibit 99.1 to the Company's Current Report on Form 8-K, dated
July 11, 2000 (file no. 0-10696) and incorporated herein by
reference).
Exhibit 2 Stockholders Agreement, dated as of July 10, 2000 (previously
filed as Exhibit 10.4 to the Company's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 1999 (file no. 0-10696) and
incorporated herein by reference).
Exhibit 3 Registration Rights Agreement, dated as of July 10, 2000 (previously
filed as Exhibit 10.5 to the Company's Annul Report on Form 10-KSB
for the fiscal year ended June 30, 1999 (file no. 0-10696 and
incorporated herein by reference).
</TABLE>
STATEMENT OF DIFFERENCES
------------------------
The section symbol shall be expressed as................................. 'SS'
