<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
INTERFACE SYSTEMS, INC.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
458667 10 2
(CUSIP Number)
Carl L. Bixby 5855 Interface Drive
Ann Arbor, Michigan 48103
(313) 769-5900
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 16, 1995
(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 [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
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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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Carl L. Bixby
2 Check The Appropriate Box If A Member Of A Group* (a)[ ]
(b)[X]
3 SEC Use Only
4 Source of Funds*
PF, BK & SC
5 Check Box If Disclosure Of Legal Proceedings Is [ ]
Required Pursuant To Items 2(d) or2(e)
6 Citizenship Or Place of Organization
U.S.A.
7 Sole Voting Power
Number Of 334,500
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each 9 Sole Dispositive Power
Reporting 334,500
Person
With 10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
334,500
12 Check Box If The Aggregate Amount In Row (11) Excludes [X]
Certain Shares*
13 Percent Of Class Represented By Amount In Row (11)
7.3%
14 Type Of Reporting Person*
IN
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This is the First Amendment to a statement on Schedule 13D filed
with the Securities and Exchange Commission the ("SEC") on November 27, 1995
by Carl L. Bixby ("Mr. Bixby") with respect to the Common Stock (the "Common
Stock") of Interface Systems, Inc. This First Amendment is being filed to
correct certain information in Item 5 that was incorrectly reported in the
original Schedule 13D and to include two exhibits under Item 7. Further,
the information set forth below in Item 5 has been amended to reflect the
number of shares beneficially owned by Mr. Bixby and the number of issued
and outstanding shares of Common Stock as of the date of this filing.
The undersigned hereby amends Items 5 and 7 as follows:
Item 5. Interest in Securities of the Issuer.
(a) Mr. Bixby beneficially owns 334,500 shares of Common Stock,
constituting approximately 7.3% of the issued and outstanding shares of
Common Stock. Included in this number are 96,000 shares which Mr. Bixby
could acquire within 60 days upon exercise of his stock options. Not
included in this number are 8,500 shares which may be acquired upon exercise
of stock options held by Mr. Bixby's wife as to which shares Mr. Bixby
disclaims beneficial ownership. Certain other family members of Mr. Bixby
who are not members of his household own a total of approximately 50,000
shares of Common Stock. Mr. Bixby has no voting or dispositive power with
respect to such shares and disclaims any beneficial ownership of such
shares.
(b) Mr. Bixby has, or will have, the sole power to vote and
dispose of the shares beneficially owned by him listed in 5(a) above.
(c) The only transactions in the Common Stock by Mr. Bixby
during the 60 days prior to the date the original Schedule 13D was filed,
and through the date of this filing, are described in the table below. Mr.
Bixby acquired his shares of Common Stock for cash in open market purchases
which occurred on the following dates and involved consideration as shown:
Number of Price
Date Shares Per Share Consideration
11/15/95 10,000 5.125 $ 51,250
11/15/95 46,000 5.25 $ 241,500
11/20/95 5,000 5.50 $ 27,500
11/21/95 7,500 5.625 $ 42,188
11/21/95 12,500 5.75 $ 71,875
11/21/95 10,000 6.00 $ 60,000
11/21/95 10,000 6.125 $ 61,250
11/22/95 27,000 6.375 $ 172,125
11/24/95 10,000 6.50 $ 65,000
11/24/95 5,000 6.75 $ 33,750
11/24/95 45,000 6.875 $ 309,375
11/27/95 20,000 6.50 $ 130,000
11/27/95 2,000 6.75 $ 13,500
11/28/95 4,000 6.50 $ 26,000
11/30/95 500 6.50 3,250
------- ----------
TOTAL 214,500 $1,308,562
======= ==========
(d) Not applicable.
(e) Not applicable.
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Item 7. Material to be Filed as Exhibits.
Exhibit 4 Secured Promissory Note, dated December 1,
1995, between Mr. Bixby and Interface
Systems, Inc.
Exhibit 5 Stock Pledge Agreement, dated December 1,
1995, between Mr. Bixby and Interface
Systems, Inc.
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: March 12, 1996
/s/Carl L. Bixby
- ----------------------
Carl L. Bixby
SECURED PROMISSORY NOTE
$650,000
December 1, 1995
FOR VALUE RECEIVED, the undersigned, Carl L. Bixby ("Borrower"),
promises to pay to the order of INTERFACE SYSTEMS, INC., a Delaware
corporation (the "Company") the principal amount of $650,000 (the "Principal
Amount") and all accrued interest in accordance with the terms hereof.
The entire Principal Amount together with interest on the unpaid
Principal Amount shall be due and payable, without any setoff or deduction,
at the earlier of (a) December 1, 1997, or (b) 90 days after the termination
of Borrower's employment with the Company (for any reason, whether voluntary
or involuntary, or as a result of resignation, disability or death) (the
"Maturity Date"); provided, however, that the Maturity Date with respect to
$150,000 of the Principal Amount plus any accrued interest shall be December
31, 1995.
The unpaid balance of the Principal Amount shall bear interest at an
annual rate of 5.79% (the "Base"). In no event shall the interest rate
payable hereunder exceed the maximum rate permitted by law. Interest shall
be paid annually, with payment to be made on each anniversary date of this
Note. Borrower may make interest payments on a more frequent basis. For any
period during which a default shall exist in the payment of any amount due
and payable hereunder, whether by acceleration or otherwise, such amount
shall bear interest at the rate of three percentage points per annum in
excess of the Base Rate.
Payments of the Principal Amount and accrued interest thereon shall
be paid by check (Payable in U.S. Funds) made payable to the Company and
delivered to the Company's principal place of business or at such other
place designated in a writing signed by the Company.
This Note is secured by a Stock Pledge Agreement between the
Borrower and the Company of even date herewith (the "Pledge Agreement").
This Note is entitled to all benefits and is subject to the terms of the
Pledge Agreement, which among other things provides for the acceleration of
the maturity hereof upon the occurrence of certain events. All the
representations, warranties, agreements, terms and conditions contained in
the Pledge Agreement are incorporated herein.
The Borrower may prepay this Note in whole or in part at any time.
Any prepayments shall be applied first to past due interest, then to
principal and then to accrued interest which is not then due and payable.
If Borrower fails to deliver to the Company, within fifteen days
from the date hereof, certificates for the Common Stock of the Company with
a fair market value (as determined by the closing price as reported on The
NASDAQ Stock Market) equal to or exceeding 200% of the Principal Amount of
this Note, and during the continuance of an Event of Default (as defined in
the Pledge Agreement), the obligations evidenced by this Promissory Note,
including, without limitation, the entire unpaid Principal Amount together
with any accrued interest shall become immediately due and payable, without
any notice or demand. The Borrower agrees to pay any costs and expenses of
collection, including, without limitation, reasonable attorney's fees.
During the continuance of an Event of Default ( as defined in the
Pledge Agreement), the Company shall have the right to offset any amounts
owing by the Company to the Borrower for whatever reason including, but not
limited to, salary, bonus or expense reimbursement, against any outstanding
Principal Amount and accrued interest.
The failure of the Company to promptly exercise its right to
accelerate outstanding principal and accrued unpaid interest shall not
constitute a waiver of any such rights, nor a waiver of such rights in
connection with any future default on the part of the Borrower or any other
person who may be liable under this Note.
The Borrower hereby waives presentment, demand, notice of dishonor,
notice of protest and all other notices and demands in connection with any
delivery, acceptance, performance or default of this Note and agrees that
this Note may be modified only by an agreement in writing signed by the
Borrower and the Company.
This Note shall be governed by and interpreted in accordance with
the laws of the State of Michigan.
----------------------------
CARL L. BIXBY
STOCK PLEDGE AGREEMENT
This is a Stock Pledge Agreement ("Agreement"), dated as of December
1, 1995, among CARL L. BIXBY ("Borrower") and INTERFACE SYSTEMS, INC.
("Company").
WHEREAS, the Company has loaned Borrower the principal sum of
$650,000 pursuant to a Secured Promissory Note, dated as of the date hereof
(the "Promissory Note").
NOW, THEREFORE, in order to induce the Company to make the loan, and
to secure Borrower's obligations under the Promissory Note, the parties
named herein agree as follows:
1. Pledge. The Borrower hereby grants a first security
interest to the Company in the following collateral ("the Collateral"):
(a) All shares of Common Stock of the Company identified on
Exhibit A ("the Pledged Shares"), represented by certificate nos. stated
therein (the "Share Certificates," whether one or more).
(b) Any securities hereafter delivered to the Borrower in
addition to or substitution for any of the Pledged Shares and all
certificates and instruments representing or evidencing such securities.
(c) All of Borrower's right to, title and interest in the
Pledged Shares, all dividends or distributions arising therefrom, payable
therein or distributed in respect thereto, whether in cash, property, stock
or otherwise and whether now or hereafter declared, paid or made, together
with the right to receive and receipt therefor; provided, however, that if
and so long as no default in the observance and performance by the Borrower
of any of the terms of this Agreement or the Promissory Note, or in the
payment of any other indebtedness now or hereafter owing by the Borrower to
the Company the Borrower shall have the right to receive all dividends in
respect to the Collateral paid in cash or in the stock of a corporation or
in other property; and provided further, that the Borrower shall pledge to
the Company any such stock or other property so distributed to Borrower to
secure Borrower's obligations to the Company and shall enter into any such
further agreements and execute any such further agreements as the Company
may require to effectuate such pledge.
2. Perfection of Security Interest. In order to perfect the
Company's security interest in the Pledged Shares, the Borrower has
delivered to the Company the Share Certificates duly endorsed for transfer
in blank (or accompanied by one or more signed stock powers in blank), to be
held by the Company pursuant to the terms of this Agreement.
3. Representations, Warranties and Covenants. The Borrower
hereby represents, warrants and agrees with the Company as follows:
(a) The Borrower has the legal capacity to execute this
Agreement and to carry out all of the terms, conditions, covenants and
provisions contained herein.
(b) The Borrower is the only and absolute owner of the Pledged
Shares and collectively has full power to make the pledge contemplated
hereby; the Pledged Shares are free from all security interests, liens and
encumbrances (other than the security interest granted by this Agreement);
immediately before granting the security interest created by this Agreement,
the Borrower was the record and beneficial owner and holder of the Pledged
Shares on the stock books and records of the Company; and the Pledged Shares
are freely transferable without restriction or limitation.
(c) During the term of this Agreement, and so long as there is
no default in the observance and performance of any of the terms of this
Agreement or the Promissory Note by the Borrower, the Borrower shall have
the right to vote the Pledged Shares on all corporate questions.
(d) If, whenever and as often as, during the term of this
Agreement, any stock dividend, reclassification, readjustment or other
change is declared or made in the capital structure of any of the applicable
corporations, all new, substituted and additional shares or other securities
issued in respect to the Pledged Shares shall be held by the Company under
the terms of this Agreement in the same manner as the Pledged Shares.
(e) If, whenever and as often as, during the term of this
Agreement, subscription warrants or any other rights or options shall be
issued in connection with the Pledged Shares or any other securities at the
time held by the Company hereunder, such warrants, rights and options shall
be immediately assigned to the Company by the Borrower, and if exercised by
the Borrower, all new stock or other securities so acquired by the Borrower
shall be immediately assigned to the Company to be held by the Company under
the terms of this Agreement in the same manner as the Pledged Shares.
(f) The Borrower has good right and lawful authority to pledge,
hypothecate, mortgage, assign, transfer, deliver, set over and confirm unto
the Company the Collateral as provided in this Agreement, and the Borrower
shall warrant and defend the title thereto and the Company's security
interest therein against the claims of all persons.
(g) So long as this Agreement shall be in effect, the Borrower
shall not sell, assign or transfer, and shall not pledge, hypothecate,
mortgage or otherwise encumber any right or rights with respect to the
Collateral or any rights or interest therein.
(h) Borrower agrees to execute Form F.R. G-3 and any other form
required to be executed pursuant to Regulation G and any other rules and
regulations of the Federal Reserve System.
(i) Borrower agrees that if at any time the Fair Market Value
(as defined below) is less than two hundred percent (200%) of the Principal
Amount outstanding under the Promissory Note and all other monies due
thereunder ("Note Indebtedness"), then Borrower shall grant to the Company
such additional collateral as the Company may deem appropriate and shall
execute any and all documents reasonably necessary in order to perfect a
security interest in such collateral in favor of the Company. The Fair
Market Value of the Collateral shall be determined by multiplying the number
of Pledged Shares times the closing price per Pledged Share as reported on
The NASDAQ Stock Market.
4. Default. Each of the following events or conditions
constitutes an "Event of Default":
(a) Failure by the Borrower to make any payment of principal
or interest under the Promissory Note on or before 30 days after the date
such payment is due.
(b) Failure by the Borrower to comply with any other
provision of the Promissory Note or this Agreement and the continuance of
such failure for thirty days or more after written notice from the Company;
provided however, that the decline in the Fair Market Value of the Pledged
Shares shall not constitute an Event of Default until such Fair Market Value
declines to 150% of the Note Indebtedness and such decline continues for 10
days or more after written notice from the Company.
(c) Any representation, warranty or other statement by or on
behalf of the Borrower contained in the Promissory Note or this Agreement is
false or misleading in any material respect when made.
(d) The Borrower becomes insolvent or bankrupt or makes an
assignment for the benefit of creditors, or consents to the appointment of a
trustee, receiver or liquidator,
(e) Bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings are instituted by or against the Borrower, which
proceedings are not dismissed or stayed within 60 days after they are
instituted.
If, whenever and as often as, there shall have occurred an Event of
Default, the Company shall have at any time thereafter the rights and
remedies provided by law, including those contained in the Uniform
Commercial Code in force in Michigan , and without limiting the generality
of the foregoing, (i) the right to declare all amounts then remaining unpaid
under the Promissory Note to be immediately due and payable, and (ii) the
right to take any available action or proceeding, at law or in equity, which
it deems necessary or advisable for its protection and security.
5. Governing Law. This transaction shall be governed by the
laws of Michigan, and the Company shall have all of the rights and remedies
granted to a secured party under the Michigan Uniform Commercial Code.
6. Authority of the Company. The Borrower hereby irrevocably
authorizes and empowers the Company, in its absolute discretion, at any time
after any Event of Default as defined herein, to complete the stock powers
and to transfer or cause to be transferred on its books all of the Pledged
Shares and the Share Certificates relating thereto.
7. Termination. When and if the Borrower's obligations under
the Promissory Note and any other indebtedness of the Borrower to the
Company have been paid in full, all rights and interests of the Company in
and to the Pledged Shares and the other Collateral shall thereupon revest in
the Borrower, and the Company thereupon shall release the security interest
granted in this Agreement, reassign the Pledged Shares and the other
Collateral to the Borrower and deliver the Share Certificates (together with
any related stock powers) to the Borrower. In addition when and if the Fair
Market Value of the pledged share exceeds 250% ("Excess Value") of the Note
Indebtedness and such Excess Value continues for a period of thirty trading
days then the security interest granted in this Agreement shall be released
and the Pledged Shares shall be reassigned to the Borrower and the Share
Certificates (together with any related stock powers) shall be returned to
the Borrower provided however, that after such release the Fair Market Value
of the Pledged Shares is at least 200% of the Note Indebtedness and such
release is approved by the Chairman of the Board of the Company.
8. Taxes. The Borrower shall pay for any and all documentary
stamps or other taxes which may be imposed on the transfer and delivery to
the Company, or the retransfer and redelivery to the Borrower, of the
Pledged Shares, the other Collateral to the Borrower and the Share
Certificates.
9. Waiver by Borrower. The Borrower hereby waives presentment,
demand, protest or notice of protest with respect to the Promissory Note.
10. Company's Rights; Exculpation. The Collateral shall be held
in the possession of the Company, and in connection therewith, Company shall
have the authority and power to take such actions and to exercise such
powers hereunder as are specifically delegated to the Company by the terms
hereof, together with such other powers as are reasonably incidental
thereto. The Company shall not be liable hereunder in its capacity as agent
or bailee for any action taken or omitted by it hereunder except for its
gross negligence or willful breach. The Company shall have no compensation
hereunder and shall be under no duty with respect to the Collateral except
to account therefor in due course, pursuant to the terms and conditions
hereof.
11. Entire Agreement. This Agreement and the Promissory Note
collectively constitute the entire agreement and supersede all prior
agreements and understandings, both written and oral, between the parties
with respect to the subject matter hereof and are not intended to confer
upon any person other than the parties hereto any rights or remedies
hereunder.
12. Modification of Agreement This agreement may not be
modified except in writing and executed with the same formality as this
Agreement.
13. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors
and assigns.
14. Notices. All notices required or permitted to be given
hereunder shall be in writing and addressed:
If to Interface Systems, Inc., as follows:
Interface Systems, Inc.
5855 Interface Drive
Ann Arbor, Michigan 48103
If to the Borrower:
Carl L. Bixby
Interface Systems Inc.
5855 Interface Drive
Ann Arbor, Michigan 48103
15. Further Assurance. Each party shall execute and deliver to
the other such further documents and instruments, and shall perform such
other acts, as reasonably may be necessary or proper to carry out more
effectually the purposes of this Agreement.
BORROWER
By: -----------------------
Carl L. Bixby
INTERFACE SYSTEMS, INC.
By: -------------------------
Name: David O. Schupp
Title: Vice President & CFO
By: --------------------------
Garnel F. Graber
Title:
