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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
CYBEX INTERNATIONAL, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
23252E 10 6
(CUSIP Number)
James H. Carll, Esq.
Archer & Greiner, One Centennial Square, Haddonfield, NJ 08033
(609-795-2121)
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 23, 1997
(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-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [x].
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).
(Continued on the following pages)
Page 1 of 9 Pages
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CUSIP No. 23252E 10 6 13-D
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
UM Holdings, Ltd. 22-1982496
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
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
New Jersey
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NUMBER OF | 7 | SOLE VOTING POWER Zero
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER Zero
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER Zero
PERSON WITH | |
| 10 | SHARED DISPOSITIVE POWER Zero
| |
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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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)
0.00%
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14 TYPE OF REPORTING PERSON (See Instructions)
HC and CO
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<PAGE>
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CUSIP No. 23252E 10 6 13-D
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
UM Equity Corp. 22-3343565
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
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
Delaware
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NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 4,173,056
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER
EACH | | Zero
REPORTING | 9 | SOLE DISPOSITIVE POWER
PERSON WITH | | 4,173,056
| 10 | SHARED DISPOSITIVE POWER
| | Zero
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,173,056
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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)
48.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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<PAGE>
Item I - Security and Issuer
This Statement relates to the common stock, $.10 par value ("Common
Stock"), of CYBEX International, Inc. ("CYBEX"). The principal executive offices
of CYBEX are located at 10 Trotter Drive, Medway, Massachusetts 02053.
Item 2 - Identity and Background
This Statement is filed jointly by UM Equity Corp., a Delaware
corporation ("UME"), and UM Holdings, Ltd., a New Jersey corporation ("UM").
The principal business of UME, which is a wholly-owned subsidiary of
UM, is maintaining and managing investments. Its principal business and office
address is 56 Haddon Avenue, Haddonfield, New Jersey 08033.
UM is a holding company. Companies which it owns or in which it has a
substantial equity interest provide services to the pharmaceutical industry,
provide management services to providers of executive physicals and related
services, manufacture and sell exercise equipment and operate a commercial
airline. Its principal business and office address is 56 Haddon Avenue,
Haddonfield, New Jersey 08033.
John Aglialoro and Joan Carter, who are married, own substantially all
of the outstanding capital stock of UM and accordingly are controlling persons.
Schedule I hereto sets forth the following information with respect to such
shareholders and each director and executive officer of UM and UME (each of whom
is a citizen of the United States):
(a) name;
(b) business address;
(c) present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted.
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During the past five years neither UME nor UM, nor to the best of UM's
knowledge, any person named in Schedule I has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been
party to a civil proceeding as a result of which such person 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.
UME acquired 4,273,056 shares of CYBEX Common Stock upon consummation
of the merger pursuant to the Agreement and Plan of Merger dated December 27,
1996, as amended (the "Merger Agreement"), by and among Trotter, Inc., a
Delaware corporation and wholly-owned subsidiary of UME ("Trotter"), CYBEX, and
Cat's Tail, Inc., a Delaware corporation and direct wholly-owned subsidiary of
CYBEX ("Cat's Tail"), in exchange for 100% of the capital stock of Trotter.
Item 4 - Purpose of Transactions.
UM's purpose for acquiring the shares of CYBEX Common Stock pursuant to
the Merger Agreement was to combine the business of CYBEX and Trotter and to
obtain a significant equity interest in CYBEX. Due to its ownership interest in
the stock of CYBEX, UM believes that it has a substantial ability to direct or
materially influence management decisions of CYBEX. Pursuant to the Merger
Agreement, UM was provided the right to appoint five (5) of the nine (9)
directors of CYBEX immediately following the merger, and certain of the officers
of the combined entity.
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UM generally intends to maintain its present level of investment in
CYBEX. Based upon market and business conditions and other factors, however, UM
may from time-to-time choose to sell a portion of its shares of the Common
Stock. On May 23, 1997, UME transferred 100,000 shares of the Common Stock as a
charitable donation to a 501(c)(3) foundation.
Item 5 - Interest in Securities of the Issuer.
UME owns 4,173,056 shares of the Common Stock, representing 48.8% of
the outstanding Common Stock (based upon the outstanding shares as indicated in
CYBEX's most recent available filing with the Securities and Exchange Commission
increased by the shares issued pursuant to the Merger Agreement).
UME possesses the sole power to vote or to direct the vote and to
dispose or to direct the disposition of all shares of Common Stock owned by it.
Except as referred to above, neither UME, nor UM, nor, to the best of
UM's knowledge, any of the persons listed on Schedule I hereto, beneficially
owns any shares of Common Stock.
On May 23, 1997, upon consummation of the merger pursuant to and in
accordance with the terms of the Merger Agreement, UME acquired 4,273,056 shares
of Common Stock in exchange for 100% of the capital stock of Trotter. On May 23,
1997, UME transferred 100,000 shares of Common Stock as a charitable donation to
a 501(c)(3) private foundation. No other transactions in the Common Stock were
effected during the past 60 days by UM, UME, or, to the best of UM's knowledge,
by any of the persons listed on Schedule I hereto.
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Item 6 - Contracts, Arrangements, Undertakings or Relationships
with Respect to Securities of the Issuer.
Trotter, CYBEX, and Cat's Tail entered into an Agreement and Plan of
Merger dated December 27, 1996, as amended (the "Merger Agreement"), pursuant
to the terms of which Cat's Tail and Trotter were merged. As a result of the
merger, UME received 4,273,056 shares of CYBEX Common Stock in exchange for 100%
of the capital stock of Trotter. In addition, the Merger Agreement provided UM
the right to appoint five (5) of the nine (9) directors of CYBEX immediately
following the merger, and certain of the officers of the combined entity.
Item 7 - Material to be Filed as Exhibits.
Exhibit 1 - Joint Filing Agreement dated May 23, 1997.
Exhibit 2 - Agreement and Plan of Merger, dated December 27, 1996,
as amended.(1)
- --------
(1) Incorporated herein by reference to Annex A to the Proxy Statement of
CYBEX International, Inc. dated April 23, 1997, filed pursuant to
Section 14 of the Exchange Act.
After reasonable enquiry 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 23, 1997
John Aglialoro,
Chairman UM Holdings, Ltd.
and UM Equity Corp.
7
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SCHEDULE I
Shareholders, Directors and Executive Officers
of
UM and UME
<TABLE>
<CAPTION>
Relationship
to UM and Principal
Name Business Address UME Occupation (1)
- ---- ---------------- ------------ --------------
<S> <C> <C> <C>
John Aglialoro UM Holdings, Ltd. Shareholder, Chairman
56 Haddon Avenue Director and of UM
Haddonfield, NJ 08033 Executive Officer
of UM; Executive
Officer of UME
Joan Carter UM Holdings, Ltd. Shareholder, President of UM
56 Haddon Avenue Director and
Haddonfield, NJ 08033 Executive Officer
of UM; Director and
Executive Officer of
UME
Arthur W. Hicks, Jr. UM Holdings, Ltd. Executive Officer of Chief Financial
56 Haddon Avenue UM; Executive Officer of UM
Haddonfield, NJ 08033 Officer and Director
of UME
James H. Carll Archer & Greiner Director of UM and Member of the
One Centennial Square UME Law Firm of
Haddonfield, NJ 08033 Archer & Greiner
</TABLE>
(1) Address of employer is same as the individual's business address.
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<PAGE>
EXHIBIT I
JOINT FILING AGREEMENT
In accordance with Rule 13d-l(f) under the Securities Exchange Act of
1934, the persons named below agree to the joint filing on behalf of each of
them of a Statement on Schedule 13D (including amendments thereto) with respect
to the common stock of CYBEX International, Inc., and further agree that this
Joint Filing Agreement be included as an Exhibit to such joint filings. In
evidence thereof the undersigned, being duly authorized, hereby execute this
Agreement this 23rd day of May, 1997.
UM HOLDINGS, LTD.
By: /s/ John Aglialoro
--------------------------------
John Aglialoro, Chairman
UM EQUITY CORPORATION
By: /s/ John Aglialoro
--------------------------------
John Aglialoro, Chairman
9
