UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MEMRY CORPORATION
-------------------------------------------------------
(Name of Issuer)
COMMON STOCK, par value $0.01 per share
-------------------------------------------------------
(Title of Class of Securities)
586066102
-------------------------------------------------------
(CUSIP Number)
Mr. James G. Binch, MEMRY CORPORATION
57 Commerce Drive, Brookfield, Connecticut 06804
(203) 740-7311
-------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 22, 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).
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).
Exhibit Index on Page 10
Page 1 of 11 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 586066102 Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harbour Holdings Limited Partnership
06-1391366
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
2,328,401
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,328,401
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,328,401
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.5%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 586066102 Page 3 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harbour Investment Corporation
06-1366302
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
2,328,401
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,328,401
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,328,401
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.5%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 586066102 Page 4 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James G. Binch
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canadian
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
2,648,401
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,648,401
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,648,401
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.4%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 5 of 11 Pages
Schedule 13D
Item 1. Security and Issuer.
The class of securities to which this statement relates is the Common
Stock, par value $0.01 per share (the "Common Stock"), of Memry Corporation, a
Delaware corporation (the "Issuer"), which maintains its principal executive
offices at 57 Commerce Drive, Brookfield, Connecticut 06804. All holdings
reported herein have been adjusted to give effect to a one-for-ten reverse stock
split effected by the Issuer on August 8, 1994.
Item 2. Identity and Background.
This statement is being filed by the following entities and individual: (i)
Harbour Holdings Limited Partnership, a Connecticut limited partnership
("Harbour Holdings"), which is engaged in the principal business of acquiring
and holding the securities of Memry Corporation and other entities for
investment purposes and which conducts its principal business and maintains its
executive offices at 1281 Main Street, Stamford, Connecticut 06902, (ii) Harbour
Investment Corporation, a Delaware corporation ("Harbour Investment"), which is
engaged in the principal business of being Harbour Holdings' managing general
partner and providing management and consulting services to Harbour Holdings and
other entities, and which conducts its principal business and maintains its
executive offices at 1281 Main Street, Stamford, Connecticut 06902, and (iii)
James G. Binch, an individual whose present principal occupation is serving as
the President, Chairman of the Board, CEO and Treasurer of the Issuer and whose
business address is c/o Memry Corporation, 57 Commerce Drive, Brookfield,
Connecticut 06804. Mr. Binch, a Canadian citizen, is also the President, CEO and
sole shareholder of Harbour Investment. Mr. Binch is the only individual for
whom information is required to be given by General Instruction C to Schedule
13D with respect to both Harbour Holdings and Harbour Investment. From time to
time hereinafter Harbour Holdings, Harbour Investment and Mr. Binch are
collectively referred to as the "Reporting Persons."
During the last five years none of Harbour Holdings, Harbour Investment or
Mr. Binch (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) was 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 laws or finding any violation with respect to
such laws.
<PAGE>
Page 6 of 11 pages
Item 3. Source and Amount of Funds or Other Consideration.
Harbour Holdings acquired an additional 1,484,426 shares of Common Stock on
May 22, 1995. These shares were not purchased but rather were issued to Harbour
Holdings as a result of the agreement of Harbour Holdings, pursuant to a Letter
Agreement, dated May 22, 1995, between Harbour Holdings and the Issuer (the
"Letter Agreement"), (i) to convert 124 shares of Series A Preferred Stock, par
value $100 per share (the "Series A Preferred Stock"), and 250 shares of Series
B Preferred Stock, par value $100 per share (the "Series B Preferred Stock"),
into 424,426 shares of Common Stock and 312,500 shares of Common Stock,
respectively (the "Preferred Stock Conversion"), and (ii) to accept the issuance
to it of 747,500 shares of Common Stock as payment in full of $598,000 of
accrued, declared and unpaid dividends (the "Accrued Dividends") with respect to
the Series A Preferred Stock and the Series B Preferred Stock.
Item 4. Purpose of Transaction.
Harbour Holdings agreed to effect the Preferred Stock Conversion in order
to induce the investment by third parties in a new Series G Preferred Stock, par
value $100 per share (the "Series G Preferred Stock") of the Issuer, as to which
the Series A Preferred Stock and the Series B Preferred Stock would have been
senior in right were they not converted prior to the issuance of shares of the
Series G Preferred Stock. After the Preferred Stock Conversion, as no shares of
Series A Preferred Stock or Series B Preferred Stock remained outstanding, the
Issuer filed a Certificate with the Delaware Secretary of State on July 13, 1995
to eliminate from the Issuer's Certificate of Incorporation references to both
the Series A and the Series B Preferred Stock. Furthermore, due to the Issuer's
inability to pay the Accrued Dividends to Harbour Holdings in cash, Harbour
Holdings agreed to the issuance to it of 747,500 shares of Common Stock as
payment in full. The Preferred Stock Conversion and the aforementioned stock
issuance were effected pursuant to the Letter Agreement.
Harbour Holdings currently intends to hold the Shares for investment
purposes. None of Harbour Holdings, Harbour Investment or Mr. Binch has any
plans or proposals which relate to or would result in (a) the acquisition by any
person of additional securities of the Issuer, or the disposition of securities
of the Issuer, (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries,
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries, (d) any change in the present board of directors or management
of the Issuer including any plans or proposals to change the number or terms of
directors or to fill any existing vacancies on the board, (e) any
<PAGE>
Page 7 of 11 Pages
material change in the present capitalization or dividend policy of the Issuer,
other than attempts by Mr. Binch, in his capacity as an officer and/or director
of the Issuer, to raise capital for the Issuer through the sale of additional
equity securities, (f) any other material changes in the Issuer's business or
corporate structure, (g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person, (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to 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 Issuer
becoming eligible for termination pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended, or (j) any action similar to any of those
enumerated above. Mr. Binch is, as stated earlier, the President, Chairman of
the Board, Chief Executive Officer and Treasurer of the Issuer, however, and the
foregoing sentence should not be interpreted as a statement that Mr. Binch, in
his capacity as an officer and director of the Issuer, would not cause any such
action to be taken if, at some time in the future, it were in the best interests
of the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) Harbour Holdings and Harbour Investment as Harbour Holding's managing
general partner beneficially own, as of the date hereof, the following
securities of the Issuer:
(i) 1,964,765 shares of Common Stock; and
(ii) warrants to purchase up to 363,636 shares of Common Stock at a
purchase price of $7.40 per share (the "Warrants") at any time on or before
October 11, 1996.
If on the date hereof Harbour Holdings were to exercise in full the
Warrants, both Harbour Holdings and Harbour Investment would own 2,328,401
shares of Common Stock, or approximately 27.5% of the currently issued and
outstanding Common Stock.
In addition to his beneficial ownership as the sole director, officer and
shareholder of Harbour Investment of the shares of Common Stock and Warrants set
forth above, Mr. Binch beneficially owns, as of the date hereof, options which
may be exercised to purchase 240,000 shares of Common Stock at a per share
exercise price of $4.40 (the "Options"). The Options were granted to him by the
Issuer on September 24, 1993, subject to stockholder approval, which was
subsequently obtained, pursuant to the Issuer's Stock Option Plan. If on the
date hereof Harbour Holdings were to exercise in full the Warrants and Mr. Binch
were to exercise in full the Options, Mr. Binch would beneficially own 2,648,401
shares
<PAGE>
Page 8 of 11 Pages
of Common Stock, or approximately 30.4% of the currently issued and outstanding
Common Stock.
None of Harbour Holdings, Harbour Investment or Mr. Binch owns or has the
right to acquire any shares of the Issuer's Common Stock, except for its
beneficial ownership of the shares of Common Stock reported above, the Options,
the Warrants, and the shares of Common Stock which can be acquired upon the
exercise of the Warrants or the Options.
(b) Harbour Holdings, Harbour Investment as its managing general partner,
and Mr. Binch, as the sole director and officer of Harbour Investment, share the
sole power to vote, and the sole power to dispose of, all shares of Common Stock
which Harbour Holdings presently beneficially owns.
(c) Except for the signing of the Letter Agreement and the consummation of
the transactions contemplated thereby, none of Harbour Holdings, Harbour
Investment or Mr. Binch has effected any transactions in the Issuer's Common
Stock from the period from the sixtieth day prior to the transaction reported
hereby to the date hereof.
(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, the
Common Stock, the Options, the Warrants or the Common Stock for which the
Warrants or the Options may be exercised.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Pursuant to the provisions of Section 3 of a letter, dated March 6, 1990,
from Trinity Capital Corporation, a Connecticut corporation ("Trinity"), to the
Issuer (the "First Foreign Investor Letter"), Trinity agreed that it would not,
without the prior written consent of Stephen Fisher (then President of the
Issuer), purchase any equity securities of the Issuer if such purchase would
cause Trinity to directly own more than 50% of the Common Stock on a
fully-diluted basis. The provisions of said Section 3 do not apply to any
purchaser from, or successor or assign of, Trinity, other than an affiliate of
Trinity. It is possible that Harbour Holdings could be deemed to be an affiliate
of Trinity.
<PAGE>
Page 9 of 11 Pages
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the Issuer, other than those
contained in the First Foreign Investor Letter.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement among the reporting persons, pursuant to Rule
13d-1(f) under the Securities Exchange Act.
Signatures
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.
8/28/95 /s/ JAMES G. BINCH
- ------- -----------------------------------
Date JAMES G. BINCH
HARBOUR INVESTMENT CORPORATION
By: /s/ JAMES G. BINCH
-------------------------------
Name: James G. Binch
Title: President
HARBOUR HOLDINGS LIMITED PARTNERSHIP
By: Harbour Investment Corporation,
its general partner
By: /s/ JAMES G. BINCH
-------------------------------
Name: James G. Binch
Title: President
<PAGE>
Page 10 of 11 Pages
EXHIBIT INDEX
Sequential
Exhibit No. Description of Document Page Number
- ----------- ----------------------- -----------
1 Joint Filing Agreement 11
Page 11 of 11 Pages
Exhibit 1
JOINT FILING AGREEMENT
Harbour Holdings Limited Partnership, Harbour Investment Corporation and
James G. Binch each hereby agrees, pursuant to Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended, that the Schedule 13D filed
herewith relating to the acquisition of shares of common stock, par value $.01
per share, of Memry Corporation, a Delaware corporation, is filed jointly on
behalf of each such person for the reasons indicated therein.
Date: August 28, 1995
HARBOUR INVESTMENT CORPORATION HARBOUR HOLDINGS LIMITED PARTNERSHIP
By: HARBOUR INVESTMENT CORPORATION,
its general partner
By: /s/ JAMES G. BINCH By: /s/ JAMES G. BINCH
------------------------- -------------------------
Name: James G. Binch Name: James G. Binch
Title: President Title: President
/s/ JAMES G. BINCH
--------------------------------
James G. Binch
