================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)*
Under the Securities Exchange Act of 1934
LARCAN-TTC, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
879558 10 4
-----------------------------------------
(CUSIP Number)
Thomas F. Byrne, Secretary of LARCAN, Inc.
650 South Taylor Avenue
Louisville, Colorado 80027
(303) 665-8000
-------------------------------------------------------------
(Name, Address, and Telephone Number of Persons Authorized to
Receive Notices and Communications)
July 17, 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-1(b)(3), or (4), check the following box [ ].
================================================================================
<PAGE>
- --------------------------------------------------------------------------------
1) Name of Reporting Persons.
S.S. or I.R.S. Identification No. of Above Persons:
LARCAN, Inc.
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group:
(a)
(b) X
- --------------------------------------------------------------------------------
3) SEC Use only
- --------------------------------------------------------------------------------
4) Source of Funds: WC
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e): [ ].
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization: Ontario, Canada
- --------------------------------------------------------------------------------
Number of Shares Beneficially Owned by Each Reporting Person with:
7) Sole Voting Power: 9,053,195
- --------------------------------------------------------------------------------
8) Shared Voting Power: N/A
- --------------------------------------------------------------------------------
9) Sole Dispositive Power: 9,053,195
- --------------------------------------------------------------------------------
10) Shared Dispositive Power: N/A
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
9,053,195
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 78.4%
- --------------------------------------------------------------------------------
14) Type of Reporting Person: CO
- --------------------------------------------------------------------------------
<PAGE>
The Schedule 13D, dated November 15, 1993, as amended January 19, 1996, of
Larcan Inc. is hereby amended as set forth below.
Pursuant to Rule 13d-2(c) of Regulation 13D-G, this Amendment No. 2 to
Schedule 13D restates the text of the Schedule 13D to reflect certain
information as of the date hereof. This Amendment No. 2 should be read in
conjunction with, and is qualified in its entirety by reference to, the Schedule
13D and Amendment No. 1 thereto.
Item 1. Security and Issuer
This statement relates to the Common Stock (the "Shares") of LARCAN-TTC,
Inc. (the "Company"). The Company is a Delaware corporation and its principal
executive office is 650 South Taylor Avenue, Louisville, Colorado 80027.
Item 2. Identity and Background
(a) LARCAN, INC. ("Larcan") and LeBlanc & Royle Enterprises Inc.
("LRE"), are both corporations formed under the laws of Canada.
Larcan is filing this amendment to Schedule 13D. LRE owns a
majority of the shares of Larcan.
(b) Larcan's principal address is 228 Ambassador Drive,
Mississauga, Ontario, Canada L5T 2J2. Larcan designs,
manufactures, sells and services VHF solid state television
transmitters.
LRE's principal business is that of a telecommunications
investments holding corporation. The address of its
registered office is 4902 - 49th Street, P.O. Box 939,
Yellowknife, Northwest Territories, Canada X1A 2N7, and its
executive offices are located at 514 Chartwell Road, Box 880,
Oakville, Ontario, Canada L6J 5C5.
(c)-(g) Certain information with respect to the directors and
executive officers of Larcan and LRE is set forth in Appendix
A hereto. Each officer and director for Larcan and for LRE is
a Canadian, citizen except for G. James Wilson, who is an
American citizen.
Larcan, LRE and their respective executive officers and
directors have not, during the last five years been:
(i) convicted in a criminal proceeding; or
(ii) the subject of 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 law.
Item 3. Source and Amount of Funds or Other Consideration.
(a)-(b) Larcan purchased an aggregate of 4,053,195 shares of Common
Stock on October 15, 1993 from the predecessor to the Company
and certain of its stockholders for approximately $0.275 per
share. The proceeds were paid from Larcan's working capital.
<PAGE>
On May 18, 1995, Larcan purchased an additional 5,000,000
shares of Common Stock from the Company at the price of $.10
per share and 500,000 shares of Series A, 5% Cumulative
Convertible Preferred Stock ("Preferred Stock") at a price of
$1.00 per share. Payment for the shares was made by
cancellation of indebtedness of the Company to Larcan as a
result of previous advances by Larcan to the Company. The
previous advances were made out of Larcan's working capital.
Holders of the Preferred Stock and Common Stock are entitled
to vote together as a class on all matters presented to a
vote of the stockholders of the Company, with each share of
Preferred Stock entitled to one vote for each share of Common
Stock into which it is convertible.
The Preferred Stock is subject to redemption by the Company
at any time at the redemption price of $1.00 per share plus
accumulated dividends. Each share of Preferred Stock,
together with accumulated dividends, is also convertible at
any time from and after January 1, 1997 into shares of Common
Stock at a price of $.10 per share of Common Stock. The
Certificate of Designations with respect to the rights of the
Preferred Stock has previously been filed as an exhibit to
Amendment No. 1 to this Schedule 13D.
Item 4. Purpose of Transaction.
The Company is a majority-owned subsidiary of Larcan. As a result of the
transactions described in Item 3 above, Larcan is the beneficial owner of
approximately 78.4% of the outstanding Shares.
Larcan originally acquired its interest in the Company in 1993 because of
the desire to make a capital investment, and acquire a majority interest, in the
Company. Larcan made the additional May 18, 1995 investment to provide the
Company with needed equity capital. Since its investment in the Company, Larcan
has provided substantial advances to the Company to finance inventory purchases
and the Company's continued working capital deficit.
On July 17, 1997, the Company and Larcan approved an Agreement and Plan of
Merger ("Agreement") pursuant to which (i) Larcan Sub, Inc., a wholly-owned
Delaware subsidiary of Larcan ("LSI"), will be merged with and into the Company
("Merger"); (ii) each outstanding share of common stock of LSI will be converted
into the right to receive one Share of the Company, (iii) each outstanding Share
of the Company (other than those owned by Larcan and those for which appraisal
rights have been perfected in accordance with the General Corporation Law of the
State of Delaware) shall be cancelled in exchange for $0.0625 (the "Merger
Consideration"), (iv) each outstanding Share of the Company that is owned by
Larcan shall be cancelled without any consideration therefor, and (v) the
Company's Certificate of Incorporation and By-Laws will be the Certificate of
Incorporation and By-Laws of the surviving corporation.
Consummation of the Merger will permit the Company to terminate its
reporting obligations under the Securities and Exchange Act of 1934, as amended.
<PAGE>
Dr. Byron W. St. Clair and Dirk Freemam, the Company's independent
directors and beneficial owners of 905,803 and 517,378 Shares, respectively,
(representing approximately 7.85% and 4.48%, respectively, of the outstanding
Shares), each has agreed to approve the Merger and recommend it to the
stockholders of the Company. In addition, each of Dr. St. Clair and Mr. Freeman
has advised Larcan that he intends to vote the Shares beneficially owned by him
in favor of the Merger.
A copy of the Merger Agreement is filed as an exhibit hereto and
incorporated by reference herein.
Item 5. Interest in the Securities of the Issuer
Larcan is the beneficial owner of approximately 9,053,195 Shares of Common
Stock, representing approximately 78.4% of the outstanding Shares.
Larcan has sole power to vote and direct the disposition of the 9,053,195
Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as disclosed at Item 4 above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 or between such persons and any person with respect to the securities of
the Company.
Item 7. Material to be Filed as Exhibits.
7.1 Form of Agreement and Plan of Merger.
<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.
LARCAN, INC.
/s/ Thomas F. Byrne
- -----------------------------
Thomas F. Byrne
Secretary
Dated: July 18, 1997
<PAGE>
APPENDIX A
The name, office, address and present principal occupation or
employment of each executive officer and director of Larcan is:
<TABLE>
<CAPTION>
====================================== ------------------------------------------------- ==================================
Office and Principal Residential or
Name Occupation Business Address
====================================== ------------------------------------------------- ==================================
<S> <C> <C>
P. Clyde Turner Chairman of the Board of Larcan 228 Ambassador Drive
Mississauga, Ontario
CANADA L5T 2J2
====================================== ------------------------------------------------- ==================================
James D. Adamson Director and President of Larcan 228 Ambassador Drive
Mississauga, Ontario
CANADA L5T 2J2
====================================== ------------------------------------------------- ==================================
Paul A. Dickie Director and Senior Vice President of Larcan 514 Chartwell Road
President of LRE P.O. Box 880
Oakville, Ontario
CANADA L6J 5C5
====================================== ------------------------------------------------- ==================================
John E. Tremblay Vice President, Engineering 228 Ambassador Drive
Mississauga, Ontario
CANADA L5T 2J2
====================================== ------------------------------------------------- ==================================
Ronald E. Comforth Vice President, Manufacturing 228 Ambassador Drive
Mississauga, Ontario
CANADA L5T 2J2
====================================== ------------------------------------------------- ==================================
Stan Maruno Vice President, Sales and Marketing 228 Ambassador Drive
Mississauga, Ontario
CANADA L5T 2J2
====================================== ------------------------------------------------- ==================================
Michael P. Gagnon Vice President, Customer Services and 228 Ambassador Drive
Treasurer Mississauga, Ontario
CANADA L5T 2J2
====================================== ------------------------------------------------- ==================================
Nancy E. McGee Director and Assistant Treasurer of Larcan 514 Chartwell Road
Senior Vice President, Chief Financial Officer P.O. Box 880
and Treasurer of LRE Oakville, Ontario
CANADA L6J 5C5
====================================== ------------------------------------------------- ==================================
Thomas F. Byrne Director of Larcan 8 King Street East
Secretary of both Larcan and LRE Suite 1600
Partner in the law firm of Toronto, Ontario
Byrne, Crosby CANADA M5C 1B5
====================================== ------------------------------------------------- ==================================
Constance L. Crosby Assistant Secretary of Larcan 8 King Street East
Partner in the law firm of Suite 1600
Byrne, Crosby Toronto, Ontario
CANADA M5C 1B5
====================================== ================================================= ==================================
George E. Patton Director of Larcan 514 Chartwell Road
Chairman of the Board and P.O. Box 880
Chief Executive Officer of LRE Oakville, Ontario
CANADA L6J 5C5
====================================== ================================================= ==================================
</TABLE>
<PAGE>
The name, address and present principal occupation or employment of
each executive officer and director of LRE is:
<TABLE>
<CAPTION>
====================================== ------------------------------------------------- ==================================
Office and Principal Residential or
Name Occupation Business Address
====================================== ------------------------------------------------- ==================================
<S> <C> <C>
George E. Patton Director 514 Chartwell Road
Chairman of the Board & Chief Executive P.O. Box 880
Officer Oakville, Ontario
CANADA L6J 5C5
====================================== ------------------------------------------------- ==================================
Paul D. Dickie Director 514 Chartwell Road
President P.O. Box 880
Senior Vice President of Larcan Oakville, Ontario
CANADA L6J 5C5
====================================== ------------------------------------------------- ==================================
Nancy E. McGee Director 514 Chartwell Road
Senior Vice President, Chief P.O. Box 880
Financial Officer & Treasurer Oakville, Ontario
Assistant Treasurer of Larcan CANADA L6J 5C5
====================================== ------------------------------------------------- ==================================
G. James Wilson Director 650 South Taylor Ave.
Executive Vice President Louisville, CO 80027
President of Larcan-TTC Inc.
====================================== ================================================= ==================================
Thomas F. Byrne Director 8 King Street East
Secretary of both LRE and Larcan Suite 1600
Partner in law firm of Toronto, Ontario
Byrne, Crosby CANADA M5C 1B5
====================================== ================================================= ==================================
</TABLE>
Exhibit 7.1
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of July 17, 1997
by and among Larcan Inc., a Canadian corporation ("Larcan"), Larcan Sub, Inc., a
Delaware corporation and wholly-owned subsidiary of Larcan ("LSI"), and
Larcan-TTC Inc., a Delaware corporation ("LTTC"). (LSI and LTTC are referred to
herein collectively as the "Constituent Corporations.")
RECITALS
WHEREAS, the Boards of Directors of Larcan and LTTC each have determined
that it is in the best interests of their stockholders to effect the merger
provided for herein upon the terms and subject to the conditions set forth
herein; and
NOW, THEREFORE, in consideration of the premises, and of the agreements
contained herein, the parties hereto agree as follows:
ARTICLE I
The Merger; Effective Time
1.1 The Merger. At the Effective Time (as defined in Section 1.2) LSI shall
be merged with and into LTTC and the separate corporate existence of LSI shall
thereupon cease (the "Merger"). LTTC shall be the surviving corporation in the
Merger (the "Surviving Corporation") and shall continue to be governed by the
laws of the State of Delaware, and the separate corporate existence of LTTC with
all its rights, privileges, immunities, powers and franchises shall continue
unaffected by the Merger. The Merger shall have the effects specified in the
Delaware General Corporation Law (the "DGCL").
1.2. Effective Time. The Merger shall be effective at 5:00 p.m. Eastern
Time on the day on which a Certificate of Merger is filed with the Secretary of
State of Delaware (the "Effective Time").
<PAGE>
ARTICLE II
Certificate of Incorporation and By-Laws
of the Surviving Corporation
2.1. The Certificate of Incorporation. The Certificate of Incorporation of
LTTC in effect at the Effective Time shall be the Certificate of Incorporation
of the Surviving Corporation, until duly amended in accordance with the terms
thereof and the DGCL.
2.2. The By-Laws. The By-Laws of LTTC in effect at the Effective Time shall
be the By-Laws of the Surviving Corporation, until duly amended in accordance
with the terms thereof and the DGCL.
ARTICLE III
Officers and Directors
of the Surviving Corporation
3.1. Officers and Directors. The directors of LSI at the Effective Time
shall, from and after the Effective Time, be the directors of the Surviving
Corporation and the officers of LTTC shall, from and after the Effective Time,
be the officers of the Surviving Corporation, in each case until their
successors have been duly elected or appointed and qualified or until their
earlier death, resignation or removal in accordance with the Surviving
Corporation's Certificate of Incorporation and By-Laws and the DGCL.
ARTICLE IV
Effect of the Merger on Capital Stock
At the Effective Time, by virtue of the Merger and without any action on
the part of the holders of any capital stock of the Constituent Corporations:
(a) Each share of the Common Stock, par value $.01 per share, of LSI
(the "LSI Shares") issued and outstanding immediately prior to the Effective
Time shall be converted into one share of the Common Stock, par value $0.04 per
share of LTTC (the "LTTC Shares").
- 2 -
<PAGE>
(b) Each LTTC Share issued and outstanding immediately prior to the
Effective Time (other than those owned by Larcan) shall be cancelled at the
Effective Time in exchange for the Merger Consideration (as defined below).
(c) Each LTTC Share issued and outstanding immediately prior to the
Effective Time that is owned by Larcan shall be cancelled at the Effective Time
without any consideration therefor.
(d) As used herein Merger Consideration means $0.0625, which equals
the sale price of each and every LTTC Share traded on its principal trading
market for 30 days immediately prior to the date hereof.
(e) At and after the Effective Time, each holder of a certificate or
certificates theretofore representing LTTC Shares ("OLD LTTC Shares") that were
converted into the Merger Consideration in the Merger (a "Certificate") may
surrender the same to LTTC or its agent for cancellation, and each such holder
shall be entitled upon such surrender to receive in exchange therefor a check in
an amount equal to the aggregate amount of cash to which such holder is entitled
to be paid pursuant to this Article IV, without interest. Until so surrendered,
each Certificate, after the Effective Time, shall be deemed for all purposes to
evidence the right to receive such payment. If any amount is to be paid to a
person other than the person to which the Certificate surrendered for exchange
is issued, the Certificate so surrendered shall be properly endorsed and
otherwise in proper form for transfer and the person requesting such exchange
shall affix any requisite stock transfer tax stamps to the Certificate
surrendered or provide funds for their purchase or establish to the reasonable
satisfaction of LTTC or its agent that such taxes are not payable.
(f) At the Effective Time, the stock transfer books of LTTC shall be
closed regarding Old LTTC Shares and no transfer of Old LTTC Shares shall
thereafter be made or recognized. Any other provision of this Agreement
notwithstanding, neither LTTC nor its agent nor any party to the Merger shall be
liable to a holder of Old LTTC Shares for any amount paid or property delivered
in good faith to a public official pursuant to any applicable abandoned
property, escheat or similar law.
- 3 -
<PAGE>
(g) Notwithstanding any other provision hereof, any holder of Old LTTC
Shares that perfects appraisal rights under the Section 262 of the DGCL shall
have their Old LTTC Shares converted into the consideration determined in
accordance with such statute.
ARTICLE V
Conditions; Termination
5.1 Conditions. Consummation of the Merger shall be subject to satisfaction
of the following conditions (unless waived by Larcan):
(a) The stockholders of LTTC shall have approved this Agreement and
the Merger by the vote required under the DGCL.
(b) No inquiry, action or proceeding which, in the opinion of Larcan,
is material shall have been instituted to restrain or prohibit the carrying out
of the transactions contemplated by this Agreement or to challenge the validity
of such transactions or any part thereof, or seeking damages on account or as a
result thereof.
(c) There shall have been no material adverse change in the financial
condition, results of operations, business or prospects of LTTC since March 31,
1997.
(d) All required consents and approvals shall have been obtained, all
other requirements prescribed by law which are necessary to the consummation of
the transactions contemplated hereby shall have been obtained, and all statutory
waiting periods in respect thereof shall have expired.
5.2 Termination. This Agreement may be terminated and the Merger
abandoned as follows:
(a) Larcan and LTTC may terminate this Agreement at any time prior to
the Effective Time, before or after the approval by the stockholders of LTTC, by
their mutual agreement;
(b) Larcan may terminate this Agreement at any time prior to the
Effective Time if it concludes in good faith that (i) there has been a material
adverse
- 4 -
<PAGE>
change in the financial condition, results of operations, business or prospects
of LTTC since March 31, 1997 or (ii) any of the conditions specified in Section
5.1 is unlikely to be satisfied in a timely manner.
5.3 Effect of Termination and Abandonment. In the event of termination of
this Agreement and abandonment of the Merger pursuant to this Article V, no
party hereto (or any of its directors or officers) shall have any liability or
further obligation to any other party to this Agreement.
ARTICLE VI
Miscellaneous and General
6.1. Modification or Amendment. Subject to the applicable provisions of the
DGCL, at any time prior to the Effective Time, Larcan and LTTC may modify or
amend this Agreement, by written agreement executed and delivered by their duly
authorized officers.
6.2. Counterparts; Effectiveness. For convenience of the parties hereto,
this Agreement may be executed in any number of counterparts, each such
counterpart being deemed to be an original instrument, and all such counterparts
shall together constitute the same agreement. This Agreement shall become
effective when duly executed and delivered by Larcan and LTTC. Larcan shall use
reasonable efforts to form LSI promptly and shall cause LSI to execute and
deliver this Agreement promptly after its formation.
6.3. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to principles
of conflicts of laws thereof.
6.4. Captions. The Article, Section and paragraph captions herein are for
convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions hereof.
- 5 -
<PAGE>
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized officers of the parties hereto on the date first hereinabove
written.
LARCAN INC.
By _____________________________
Name: _______________________
Title: ______________________
LARCAN SUB, INC.
By _____________________________
Name: _______________________
Title: ______________________
LARCAN TTC INC.
By _____________________________
Name: _______________________
Title: ______________________
- 6 -
