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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Display Technologies, Inc.
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
25469V 10 2
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(CUSIP Number)
Lou A. Papais and Judie Cain-Papais
3133 North Ad Art Road
Stockton, California 95215
(209) 931-0860
with a copy to:
Marshall S. Harris, Esq.
Display Technologies, Inc.
5029 Edgewater Drive
Orlando, Florida 32810
(407) 521-7477
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 15, 1999
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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 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [_]
*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).
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SCHEDULE 13D
CUSIP NO. 25469V 10 2 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Lou A. Papais SS # ###-##-#### Judie Cain-Papais SS# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX 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
USA
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7 SOLE VOTING POWER
NUMBER OF Lou A. Papais 780,400
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH Lou A. Papais 348,371 Judie Cain-Papais 348,371
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
Lou A. Papais 780,400
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10 SHARED DISPOSITIVE POWER
Lou A. Papais 348,371 Judie Cain-Papais 348,371
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,128,771
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 25469V 10 2 PAGE 3 OF 5 PAGES
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ITEM 1. Security and Issuer.
This Schedule 13D relates to shares of common stock of the Issuer, par
value $.001. The principal executive offices of the Issuer are located at 5029
Edgewater Drive, Orlando, Florida 32810.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is being filed on behalf of Lou A. Papais
and spouse, Judie Cain-Papais.
(b) Mr. and Mrs. Papais' business address is 3133 North Ad Art
Road, Stockton, California 95215.
(c) Mr. Papais' present principal occupation is as a consultant to
Ad Art Electronic Sign Corporation ("Ad Art"), a wholly owned
Florida subsidiary of the Issuer, and as a member of the Board
of Directors of the Issuer. The address where Mr. Papais
conducts his principal occupation is 3133 North Ad Art Road,
Stockton, California 95215.
(d) Neither Mr. nor Mrs. Papais have been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) during the past five years.
(e) Neither Mr. nor Mrs. Papais was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
subjecting him to a judgment, decree or other 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 during the
past five years.
(f) Mr. and Mrs. Papais are citizens of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Papais acquired 648,000 shares of the Issuer's common stock in a
forward triangular merger ("Merger") on February 18, 1998 of Electronic Sign
Corporation, a California corporation d/b/a Ad Art with and into Ad Art. As a
result of a 5% common stock dividend paid by the Issuer on November 30, 1998,
Mr. Papais received an additional 32,400 shares of the Issuer's common stock.
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SCHEDULE 13D
CUSIP NO. 25469V 10 2 PAGE 4 OF 5 PAGES
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On September 15, 1999 Mr. Papais acquired beneficial ownership of an
additional 448,371 shares of the Issuer's common stock pursuant to "earn-out"
provisions of the agreement governing the Merger as the result of the attainment
by Ad Art of certain financial performance objectives. 100,000 of these shares
were registered in the name of Mr. Papais individually and 348,371 shares were
registered in the name of Mr. and Mrs. Papais as joint tenants.
ITEM 4. PURPOSE OF TRANSACTION.
See Item 3 above.
ITEM 5. INTEREST AND SECURITIES OF THE ISSUER.
(a) Mr. Papais is the sole beneficial owner of 780,400 shares of
the Issuer's common stock, representing approximately 10.66%
of the outstanding common stock of the Issuer.
(b) Mr. and Mrs. Papais share voting and dispositive power over
348,371 shares of common stock of the Issuer, which represents
approximately 4.76% of the outstanding common stock of the
Issuer.
(c) Effective September 15, 1999, 458,371 shares of common stock
of the Issuer were issued pursuant to earn-out provisions of
the agreement governing the Merger, 100,000 of which shares
were issued in the name of Mr. Papais and 348,371 of which
shares were issued in the name of Mr. and Mrs. Papais as joint
tenants.
(d) No other person 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 such securities of the Issuer.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OF RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Incident to the Merger, Mr. Papais entered into a Consulting Agreement
dated as of February 18, 1998 with the Issuer and Ad Art, which provides for the
performance of consulting services by Mr. Papais at a minimum of three days per
work week in exchange for an annual consulting fee of $100,000, over a period of
three years. The Consulting Agreement also provides that so long as it remains
in effect, the Issuer will use its best efforts to cause Mr. Papais to be
elected and to serve as a member of the Board of Directors of the Issuer.
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SCHEDULE 13D
CUSIP NO. 25469V 10 2 PAGE 5 OF 5 PAGES
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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.
Date: December 6, 1999. /s/ Lou A. Papais
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LOU A. PAPAIS
/s/ Judie Cain-Papais
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JUDIE CAIN-PAPAIS
