SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. )*
WESTERN MICRO TECHNOLOGY, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
958648107
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(CUSIP Number)
Carlton Joseph Mertens II
Business Partner Solutions, Inc.
888 Isom Road
San Antonio, TX 78216
(210) 821-6922
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
WITH A COPY TO:
Katharine A. Martin, Esq.
Pillsbury Madison & Sutro LLP
2700 Sand Hill Road
Menlo Park, CA 94025
(415) 233-4500
September 30, 1997
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(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 13, and
is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box / /.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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).
(CONTINUED ON FOLLOWING PAGE(S))
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CUSIP No. 958648107
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1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY): Carlton Joseph Mertens II
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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
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
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7 SOLE VOTING POWER 460,000 (see Item 5)
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY EACH
REPORTING --------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER 460,000 (see Item 5)
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10 SHARED DISPOSITIVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 460,000 (see Item 5)
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12 CHECK BOX 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) 8.7% (see Item 5)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
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Item 1. Security and Issuer.
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The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock"), of Western Micro
Technology, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal
executive offices are located at 254 E. Hacienda Ave., Campbell, California,
95008.
Item 2. Identity and Background.
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(a), (b), (c) and (f). The person filing this Schedule is Carlton
Joseph Mertens II, an individual. Mr. Mertens' principal occupation is the
President and Chief Executive Officer of Business Partner Solutions, Inc., a
Delaware corporation and wholly owned subsidiary of the Issuer. Mr. Mertens is
also a director of the Issuer. Mr. Mertens' business address is 888 Isom Road,
San Antonio, Texas 78216-4033. Mr. Mertens is a citizen of the United States.
(d)-(e) At no time during the last five years was Mr. Mertens convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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 law or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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Pursuant to a Stock Purchase Agreement by and among Western Micro
Technology, Inc., a Delaware corporation and successor in interest to Western
Micro Technology, Inc., a California corporation ("WMT"), Star Management
Services, Inc., a Delaware corporation ("Star"), Harvey E. Najim and Carlton
Joseph Mertens II, dated as of June 4, 1997 (filed as Exhibit 2.1 to Amendment
No. 2 of the Issuer's Current Report on Form 8-K filed on July 16, 1997) and as
amended by the Amendment and Second Amendment to Stock Purchase Agreement (filed
as Exhibits 2.1 and 2.2 to the Issuer's Current Report on Form 8-K filed on
September 15, 1997) and the Third Amendment to Stock Purchase Agreement, and
executed on September 30, 1997 (the "Acquisition"), the Issuer acquired Star's
distribution business, now operated under the name "Business Partner Solutions,
Inc." As part of the consideration for the Acquisition, Mr. Mertens received
460,000 newly issued shares of the Issuer (the "Stock").
Item 4. Purpose of Transaction.
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Mr. Mertens acquired beneficial ownership of the Stock for the purpose
of investment.
Except as set forth herein, Mr. Mertens has no present plans or
proposals which relate to, or would result in: the acquisition by any person of
additional securities of the Issuer; an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of
its subsidiaries; a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; a change in the present board of directors or
management of the Issuer, including plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board; a material
change in the present capitalization or dividend policy of the Issuer or any
other material
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change in the Issuer's business or corporate structure; a change in the Issuer's
certificate of incorporation or bylaws or other actions which might impede the
acquisition of control of the Issuer by any person; causing a class of
securities of the issuer being delisted from a national securities exchange or
ceasing to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; a class of equity securities of the
Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or any action similar to any of
those enumerated above.
Item 5. Interest in Securities of the Issuer.
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(a) Upon consummation of the Acquisition, Mr. Mertens became the direct
owner of 460,000 shares of Common Stock representing 8.7% of the 5,310,655
issued and outstanding shares of Common Stock as of October 3, 1997.
(b) Mr. Mertens will have the sole power to vote or direct the
disposition of up to 460,000 shares of Common Stock.
(c) No other transactions of Common Stock were effected by Mr. Mertens
during the past 60 days.
(d) No person other than Mr. Mertens has the right to receive or the
power to direct the receipt of dividends or the proceeds from the sale of the
securities being reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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Not applicable.
Item 7. Materials To Be Filed as Exhibits.
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Not applicable.
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SIGNATURE
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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: October 7, 1997
Carlton Joseph Mertens II
/s/ Carlton Joseph Mertens II
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