SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Metro-Tel Corp.
--------------------------------
(Name of Issuer)
Common Stock, par value $.025 per share
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(Title of class of securities)
591639-10-9
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(CUSIP Number)
Lloyd Frank, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
212-704-6000
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(Person Authorized to Receive Notices and Communications)
November 1, 1998
------------------------
(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 [ ]
<PAGE>
CUSIP No. 59163910-9 13D Page 2 of 8 Pages
---------- --- ---
NAME OF REPORTING PERSON
1 SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Venerando J. Indelicato
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 ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 258,718 (includes 50,000 shares which are
OWNED BY not outstanding but which are
EACH subject to issuance upon exercise
REPORTING of presently exercisable options
PERSON granted to Mr.Indelicato under the
WITH Company's 1991 Stock Option Plan)
8 SHARED VOTING POWER
136,651 (includes 136,219 shares owned
beneficially by Mr. Indelicato's
wife, Madeline Indelicato, as to
which Mr. Indelicato disclaims
beneficial ownership and 432
shares owned jointly with his
wife)
9 SOLE DISPOSITIVE POWER
258,718
10 SHARED DISPOSITIVE POWER
136,651
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
395,369
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 59163910-9 13D Page 3 of 8 Pages
---------- --- ---
NAME OF REPORTING PERSON
1 SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Madeline Indelicato
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 ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 136,219
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
259,150 (includes 258,718 shares
beneficially owned by Mrs.
Indelicato's husband, Venerando J.
Indelicato, and 432 shares owned
jointly with her husband)
9 SOLE DISPOSITIVE POWER
136,219
10 SHARED DISPOSITIVE POWER
259,150
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
395,369
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 59163910-9 13D Page 4 of 8 Pages
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Schedule 13D
Item 1. Security and Issuer
This statement relates to the Common Stock of Metro-Tel Corp.
("Metro-Tel"). Metro- Tel's executive offices are located at 290 N.E. 68 Street,
Miami, Florida 33138.
Item 2. Identity and Background
(a) This statement is filed by Venerando J. Indelicato and Madeline
Indelicato (the "Reporting Persons").
(b) The residence address of the Reporting Persons is 12307
Marblehead Drive, Tampa, Florida 33626.
(c) Mr. Indelicato is Treasurer, Chief Financial Officer and a
Director of Metro-Tel. Metro-Tel's principal executive offices are located at
290 N.E. 68 Street, Miami, Florida 33138. Metro-Tel, through its wholly-owned
subsidiary, Steiner-Atlantic Corp., is a supplier of dry cleaning, industrial
laundry equipment and steam boilers. Metro-Tel directly is a manufacturer and
seller of telephone test and customer premise equipment. Mrs. Indelicato is
retired.
(d) During the last five years, neither of the Reporting Persons
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, neither of the Reporting Persons
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such persons or entity were or are
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 findings of any violation with respect to such laws.
(f) Each of the Reporting Persons is a citizen of the United
States.
Item 3. Source and Amount of Funds or Other Consideration
An aggregate of approximately $198,084.53 was paid by the Reporting
Persons for shares of Common Stock purchased by them utilizing their personal
funds. Certain shares of Common Stock previously purchased by the Reporting
Persons have been donated to their children and grandchildren.
The shares of Common Stock owned by Mr. Indelicato were either
purchased directly by him or were purchased jointly with Mrs. Indelicato and
were subsequently divided between them.
<PAGE>
CUSIP No. 59163910-9 13D Page 5 of 8 Pages
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Except for the 20,000 shares purchased by Mrs. Indelicato on
December 20, 1988, the remaining shares of Common Stock owned by her were either
originally purchased jointly with Mr. Indelicato and subsequently divided
between them, or purchased by Mr. Indelicato and transferred as a gift from Mr.
Indelicato to Mrs. Indelicato.
Item 4. Purpose of Transaction
The Common Stock held by the Reporting Persons were acquired and
are being held, as an investment. Neither Reporting Person has any present plans
or proposals which relate to or would result in: (a) the acquisition or
disposition by any person of additional securities of the Company (however, the
Reporting Persons retain the right to acquire and dispose of securities in open
market transactions from time to time and Mr. Indelicato retains the right to
exercise options granted on April 26, 1994 to purchase until the close of
business on April 25, 1999 up to an aggregate of 50,000 shares of Common Stock
at an exercise price of $1.03 per share), (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries, (d) any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board (except that Mr.
Indelicato, as a director, and Mr. and Mrs. Indelicato as shareholders, retain
the right to vote to select a director nominee to fill a vacancy which may at
any time exist on the Company's Board of Directors or to reduce or increase the
size of the Board), (e) any material change in the present capitalization or
dividend policy of the Company, (f) any other material change in the Company's
business or corporate structure, (g) changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person, (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934 or (j) any action
similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Venerando J. Indelicato may be deemed to be the beneficial
owner of 395,369 (5.7%) of the issued and outstanding shares of Common Stock.
Madeline Indelicato may be deemed to be the beneficial owner
of 395,369 (5.7%) of the issued and outstanding shares of Common Stock.
<PAGE>
CUSIP No. 59163910-9 13D Page 6 of 8 Pages
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(b) The following table sets forth information as to shares of
Common Stock which each Reporting Person individually has sole or shared power
to vote or to direct the disposition at December 31, 1998:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Shares with Shares with
Sole Power to Shared Power to Total
Vote and Vote and ------------------
Direct Disposition Direct Disposition Shares %
------------------ ------------------ ------ ---
Venerando J. Indelicato 258,718 (1) 136,651 (2)(4) 395,369 5.7
Madeline Indelicato 136,219 259,150 (3)(4) 395,369 5.7
</TABLE>
- --------
(1) Includes 50,000 shares which are not outstanding but which are
subject to issuance upon the exercise of presently exercisable
options granted to Mr. Indelicato under the Company's 1991 Stock
Option Plan.
(2) Includes 136,219 shares owned beneficially by Mr. Indelicato's
wife, Madeline Indelicato, as to which Mr. Indelicato disclaims
beneficial ownership and 432 shares owned jointly with his wife.
(3) Includes 258,718 shares beneficially owned by Mrs. Indelicato's
husband, Venerando J. Indelicato, and 432 shares owned jointly with
her husband.
(4) The filing of this Schedule 13D by Mr. and Mrs. Indelicato is not
an admission by either that they are the beneficial owner of shares
of Common Stock as to which the other has the sole power to vote or
direct the vote and dispose or direct the disposition.
<PAGE>
CUSIP No. 59163910-9 13D Page 7 of 8 Pages
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(c) Neither Reporting Person has engaged in any transaction in the
Company's Common Stock during the past 60 days.
(d) No person other than the Reporting Persons 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, securities of the Company beneficially owned by the
Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings, or
relationships (legal or otherwise) among the Reporting Persons or between them
and any person with respect to any securities of the Company (other than that
Mr. Indelicato retains the right to exercise options granted on April 26, 1994
to purchase until the close of business on April 25, 1999 up to an aggregate of
50,000 shares of Common Stock at an exercise price of $1.03 per share granted to
Mr. Indelicato by the Company under the Company's 1991 Stock Option Plan).
Item 7. Material to be Filed as Exhibits
Exhibit 1 - Agreement, dated February 12, 1999, between the
Reporting Persons with respect to their joint filing
of Amendment No. 6 to this statement.
Exhibit 2 - Stock Option Agreement under the 1991 Stock Option
Plan, dated April 26, 1994, between the Company and
Mr. Indelicato.
<PAGE>
CUSIP No. 59163910-9 13D Page 8 of 8 Pages
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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: February 12, 1999
/s/ Venerando J. Indelicato
----------------------------------------
Venerando J. Indelicato
/s/ Madeline Indelicato
----------------------------------------
Madeline Indelicato
Exhibit 1
---------
The undersigned agree that the statement on Schedule 13D to which this
Agreement is attached is filed on behalf of each of them.
Dated: February 12, 1999
/s/ Venerando J. Indelicato
------------------------------------
Venerando J. Indelicato
/s/ Madeline Indelicato
------------------------------------
Madeline Indelicato
Exhibit 2
---------
STOCK OPTION AGREEMENT
UNDER 1991 STOCK OPTION PLAN
--------------------------------
AGREEMENT made as of the 26th day of April, 1994 between
METRO-TEL CORP., a Delaware corporation (hereinafter called the "Company"), and
Venerando J. Indelicato (hereinafter called the "Employee").
W I T N E S S E T H :
----------------------
WHEREAS, the Board of Directors of the Company is of the
opinion that the interests of the Company will be promoted by encouraging
Employee to acquire or increase a proprietary interest in the Company, thus
providing Employee with an opportunity to participate in the long-term growth of
the Company; and
WHEREAS, to that end, the Board of Directors adopted, and the
Company's stockholders approved, the Company's 1991 Stock Option Plan
(hereinafter the "Plan");
NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants hereinafter set forth and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto do hereby agree as
follows:
1. The Company hereby grants to the Employee the right and
option to purchase, on the terms and conditions hereinafter set forth, all or
any part of an aggregate of 50,000 shares of the authorized Common Stock of the
Company, par value $.025 per share, at the purchase price of $1.03125 per share
(110% of the fair market value of the Company's Common Stock on the date hereof
determined in accordance with Section 5 of the Plan), such number of shares and
price being subject to adjustment as provided in Section 7(a) below. The Company
intends that this option
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<PAGE>
qualify as an Incentive Stock Option under Section 422A(b) of the Internal
Revenue Code of 1954, as amended, (the "Code").
2. Shares to be issued on the exercise of this option, at the
election of the Company, may be either authorized but unissued shares or shares
previously issued and reacquired by the Company.
3. Except as otherwise herein provided, this option may be
exercised in whole or in part at any time during the term of this option. This
option shall not be exercisable at any time in an amount less than 100 shares
(or the remaining shares then covered by and purchasable under this option if
less than 100 shares). This option may not be exercised in respect of a fraction
of a share.
4. The term of this option shall commence on the date hereof
and shall expire at the close of business on April 25, 1999, subject to earlier
termination as hereinafter provided.
5. This option shall be exercisable, during the Employee's
lifetime, only by the Employee, and notwithstanding anything herein to the
contrary:
(a) In the event that the employment of Employee with
the Company, or one of its subsidiaries or a corporation or a
parent or subsidiary corporation of a corporation assuming
this option in a transaction to which Section 425(a) of the
Code applies, shall be terminated during the term of this
option otherwise than by reason of death or disability (within
the meaning of Section 22(e)(3) of the Code), this option may
be exercised by the Employee, to the extent the Employee was
entitled to do so at the termination of the Employee's
employment, at any time within three months after such
termination, but not thereafter, and in no event after the
date on which,
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<PAGE>
except for such termination of employment, this option would
otherwise expire; provided, however, that if Employee's
employment shall be terminated either (a) for cause, or (b)
without the consent of the Company, this option shall
terminate immediately upon termination of employment.
(b) In the event of termination of such employment
during the term of this option by reason of disability (within
the meaning of Section 22(e)(3) of the Code), the Employee may
exercise this option, to the extent that the Employee was
entitled to do so upon the effective date the termination of
such employment, at any time within one year after such date,
but not thereafter and in no event after the date on which,
except for such termination of employment, this option would
otherwise expire; and
(c) If the Employee shall die (i) while the Employee
is so employed, (ii) within three months after the termination
of such employment (unless such termination was for cause or
without the consent of the Company or by reason of disability)
or (iii) or within one year following termination of such
employment if such termination was by reason of disability
(within the meaning of Section 22(e)(3) of the Code), this
option may be exercised, to the extent that the Employee was
entitled to do so at the date of death, by the Employee's
executor, administrator or other person at the time entitled
by law to his rights under this option, at any time within one
year after the date of the Employee's death, and in no event
after the date on which, except for such death, this option
would otherwise expire.
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<PAGE>
6. This option may be exercised from time to time by the
giving of written notice of exercise to the Company specifying the number of
shares to be purchased and accompanied by such other documents as the Company
may require. The exercise price shall be paid, at Employee's option:
(i) by cash or by certified check; or
(ii) by transferring (to the extent permitted by Rule
l6b-3 promulgated under the Securities Exchange Act
of 1934) to the Company previously acquired shares of
the Company's Common Stock having an aggregate fair
market value on the date of option exercise equal to
the aggregate option exercise price of all options
being exercised; or
(iii) by transferring (to the extent permitted by Rule
l6b-3 promulgated under the Securities Exchange Act
of 1934) to the Company previously acquired shares of
the Company's Common Stock having an aggregate fair
market value on the date of option exercise less than
the aggregate option exercise price of all options
being exercised and cash or certified check for the
balance of the aggregate option exercise price of all
options being exercised.
Unless otherwise required by the Code and the applicable
regulations promulgated thereunder, the fair market value of such shares of the
Company's Common Stock shall be determined in accordance with the methods
described in Article 5 of the Plan but as of the date of option exercise. The
certificate representing the shares purchased shall be delivered to the Employee
as soon as practicable after the receipt by the Company of such notice and
payment.
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<PAGE>
7. (a) In the event that, prior to the issuance by the Company
of all the shares of Common Stock in respect of which this option has been
granted, there shall be any change in the Common Stock of the Company by reason
of any stock dividend, stock split-up, stock combination, recapitalization,
merger or consolidation in which the Company is the surviving corporation,
reorganization or the like, the remaining number of shares of Common Stock still
subject to this option, the option price and the number of shares which may be
exercised in any one period shall be appropriately adjusted (but without regard
to fractions) by the Company's Board of Directors, whose determination in each
such case shall be conclusive and binding on the Company and the Employee.
(b) In the event of: (i) the liquidation or dissolution of
the Company; (ii) a merger or consolidation in which the Company is not the
surviving corporation; or (iii) other capital reorganization in which more than
fifty percent (50%) of the shares of the Company entitled to vote are exchanged,
this option shall terminate unless other provision is made therefor in the
transaction.
8. Neither the Employee nor the legatee or legatees of this
option under the Employee's last will nor the Employee's personal
representatives or distributees shall be, or have any of the rights or
privileges of, a shareholder of the Company in respect of any of the shares
issuable upon the exercise of the option hereby granted unless and until
certificates representing such shares shall have been issued and delivered.
9. The Company shall be under no obligation to issue shares as
to which Employee shall have exercised this option unless either: (i) a
Registration Statement under the Securities Act of 1933, as amended, or any
succeeding act (collective the "Act"), with respect to such shares shall then be
effective or (ii) there is an exemption from registration under the Act for the
issuance of such shares. Employee acknowledges that such shares are not
presently registered under
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<PAGE>
the Act. The Employee agrees that the Company is under no obligation to register
this option or any of the shares underlying this option or do any act which may
be requisite to the Employee's securing an exemption from the registration
requirements of the Act in connection with any disposition of such shares; nor
is the Company under any obligation to register any of the shares or otherwise
qualify them for sale under any state law. Accordingly, any shares acquired
hereunder must be held indefinitely unless they are registered under the Act or
the disposition thereof is exempt from the registration requirements of the Act.
Any sale of the shares or any part thereof made in reliance on Rule 144 of the
Securities and Exchange Commission under the Act can be made only in limited
amounts in accordance with the terms and conditions of that Rule. The Employee
hereby represents, warrants and agrees for the Employee and the Employees
legatees, personal representatives and distributees that (a) unless the shares
underlying this option are registered under the Act, any shares purchased by the
Employee or the Employee's legatees or personal representatives or distributees
upon exercise, in whole or in part, of this option will be acquired for
investment for the Employee's and the Employee's legatees, personal
representatives and distributees own account and not with a view to the
distribution or resale thereof within the meaning of the Act unless the shares
so acquired shall have been registered pursuant to the Act; (b) at no time will
such shares be disposed of unless said shares are then registered under the Act
or the disposition is, in the opinion of counsel for the Company, exempt from
the registration requirements of the Act; (c) in connection with any proposed
disposition, the Employee or the Employee's legatees, legal representatives or
distributees, as the case may be, will furnish the Company and its counsel with
all such information as reasonably requested, which information shall be true
and accurate and not fail to state any information necessary to make the
statements made therein not misleading; (d) if requested, such persons shall
furnish the Company
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<PAGE>
or its counsel with an opinion of counsel satisfactory to the Company that the
proposed disposition is exempt from the registration requirements of the Act;
(e) any other provision of this option to the contrary notwithstanding, the
Company shall be under no obligation to issue or deliver certificates
representing shares issuable upon the exercise of this option, although notice
and payment be duly given, unless and until the Employee or the Employee's
legatees, personal representatives or distributees shall confirm, as of that
time, the truth and accuracy of the representations and warranties made in this
Paragraph 10; (f) certificates for any shares acquired hereunder may bear a
legend referring to the restrictions on disposition of such shares under the Act
and that, in the event such certificates are at any time replaced with
certificates not bearing such a legend, such certificates will be surrendered to
the Company or its transfer agent upon request at any time prior to the
disposition of the shares represented thereby to be relegended with such legend
as may, in the opinion of counsel for the Company, then be appropriate to
further compliance with applicable law; and (g) the Company may refuse to
transfer on its books any shares acquired hereunder unless it is satisfied that
the transfer is made in compliance with the provisions hereof. If at any time
the Company's Board of Directors shall determine, in its discretion, that the
listing or qualification of the shares subject to this option on any securities
exchange or under any applicable law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the exercise of this option or the issue of shares hereunder,
this option may not be exercised in whole or in part unless such listing,
qualification, consent or approval shall have been effected or obtained free of
any conditions that are not acceptable to the Company's Board of Directors.
10. This option is not transferable by the Employee otherwise
than by will or the laws of descent and distribution and is exercisable during
the Employee's lifetime only by the
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<PAGE>
Employee. This option and the rights and privileges conferred hereby shall not
be transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise) and shall not be subject to execution,
attachment, or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this option or any right or privilege
conferred hereby, contrary to the provisions hereof, or upon any levy of any
attachment or similar process upon the rights and privileges conferred hereby
which is not discharged within fifteen days, this option and the rights and
privileges conferred hereby shall, to the extent not theretofore exercised,
immediately become null and void.
11. Any notice to be given hereunder shall be in writing
addressed to the Company at 500 North Broadway, Suite 240, Hicksville, New York
11753, and any notice to the Employee shall be addressed to the Employee at 46
Locust Street, Garden City, New York 11530 or at such other address as either
party may hereafter designate in writing to the other. Any such notice shall be
deemed to have been duly given if and when enclosed in a properly sealed
envelope or wrapper, addressed as aforesaid, registered, with return receipt
requested, and deposited, first class postage and registry fees prepaid, in a
post office or branch post office regularly maintained by the United States
Government.
12. This Agreement, together with the Plan, constitutes the
entire agreement and understanding between the Company and the Employee, and
supersedes all prior agreements and understanding relating to the subject matter
hereof, and this Agreement may not be modified or amended or any term or
provision hereof waived or discharged except in writing, signed by the party
against whom such amendment, modification, waiver or discharge is sought to be
enforced. In the event of a conflict between the terms of this Agreement and the
terms of the Plan, the terms of the
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<PAGE>
Plan shall govern. References herein to determinations by the Company's Board of
Directors shall be deemed to include determinations by any committee appointed
by the Board of Directors to administer the Plan. All the terms of this
Agreement shall be binding upon the respective personal representatives,
successors and assigns of the parties hereto and shall inure to the benefit of
and be enforceable by the parties hereto and their respective personal
representatives, successors and assigns.
13. This Agreement shall be governed and construed in
accordance with the laws of New York, except insofar as the laws of the State of
Delaware shall specifically and mandatorily apply.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement the day and year first above written.
METRO-TEL CORP.
By: LLOYD FRANK
------------------------
Lloyd Frank, Secretary
VENERANDO J. INDELICATO
------------------------
Venerando J. Indelicato
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