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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PROACTIVE TECHNOLOGIES, INC.
----------------------------
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE, $0.04 PER SHARE
----------------------------------------
(TITLE OF CLASS OF SECURITIES)
74266K307
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(CUSIP NUMBER)
JAMES H. DAHL
1200 RIVERPLACE BOULEVARD, SUITE 902
JACKSONVILLE, FLORIDA 32207
(904) 393-9020
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS)
NOVEMBER 22, 1996
------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING
OF THIS STATEMENT)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this 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).
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CUSIP No. 74266K307
- --------------------------------------------------------------------------------
1) NAMES OF REPORTING PERSONS / S.S OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS JAMES H. DAHL / ###-##-####
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2) CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(A)
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(B) X
---------------------------------------------------------
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3) SEC USE ONLY
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4) SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
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5) CHECK 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 U.S.A.
------------------------
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NUMBER OF 7) SOLE VOTING POWER -0-
SHARES BENE- ------------------------------
FICIALLY
OWNED BY 8) SHARED VOTING POWER -0-
EACH REPORT- ------------------------------
ING PERSON
WITH 9) SOLE DISPOSITIVE POWER -0-
------------------------------
10) SHARED DISPOSITIVE POWER -0-
------------------------------
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0-
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2
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CUSIP No. 742266K307
- --------------------------------------------------------------------------------
12) CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
---------------------------------------
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
--------------------------------------------------
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14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
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- --------------------------------------------------------------------------------
3
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CUSIP NO. 74266K307
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1) NAMES OF REPORTING PERSONS / S.S OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS ROCK CREEK PARTNERS, LTD. / 59-318-7964
----------------------------------------
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2) CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(A)
---------------------------------------------------------
(B) X
---------------------------------------------------------
- --------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
-------------------------
- --------------------------------------------------------------------------------
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
----------------------------------------
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION FLORIDA
-------------------------
- --------------------------------------------------------------------------------
NUMBER OF 7) SOLE VOTING POWER -0-
SHARES BENE- -----------------------------
FICIALLY
OWNED BY 8) SHARED VOTING POWER -0-
EACH REPORT- -----------------------------
ING PERSON
WITH 9) SOLE DISPOSITIVE POWER -0-
-----------------------------
10) SHARED DISPOSITIVE POWER -0-
-----------------------------
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0-
-----------------------------------------------------
4
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CUSIP NO. 742266K307
- --------------------------------------------------------------------------------
12) CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
------------------------------------
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
--------
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN
------------
- --------------------------------------------------------------------------------
5
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This Amendment No. 1 amends as set forth herein the Statement on
Schedule 13D dated September 25, 1996 of James H. Dahl and Rock Creek Partners,
Ltd. ("Rock Creek") (collectively, the "Reporting Persons") with respect to the
common stock, par value $0.04 per share ("Common Stock"), issued by Proactive
Technologies, Inc. (the "Issuer").
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by adding the following paragraph:
"On November 22, 1996, the QuinStone Exchange Agreement and the
Killearn Purchase Agreement and the transactions effected pursuant thereto were
rescinded. See "Item 5. Interest in Securities of the Issuer."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety to read as
follows:
"Mr. Dahl and Rock Creek beneficially own no shares of Common Stock."
"On September 19, 1996, pursuant to the QuinStone Exchange Agreement,
Mr. Dahl and Rock Creek each acquired 375,000 shares Common Stock of the Issuer
in exchange for 1,642 shares each (the "QuinStone Shares") of Voting Common
Stock of QuinStone Industries, Inc. Pursuant to a Recision Agreement dated
November 22, 1996 (the "QuinStone Recision Agreement"), the QuinStone Exchange
Agreement was rescinded on that date, the 750,000 shares of Common Stock
previously issued under the QuinStone Exchange Agreement were authorized to be
cancelled, and the QuinStone Shares were re-transferred to Mr. Dahl and Rock
Creek."
"On August 7, 1996, pursuant to the Killearn Purchase Agreement, Mr.
Dahl acquired 139,600 shares of Common Stock directly, Mr. Dahl and his spouse
acquired 80,000 shares of Common Stock jointly, and Rock Creek acquired 107,200
shares of Common Stock in exchange for an aggregate of 81,700 shares of
Killearn. Pursuant to a Recision Agreement dated November 22, 1996 (the
"Killearn Recision Agreement"), the Killearn Purchase Agreement was rescinded
on that date, the 326,800 shares of Common Stock previously issued under the
Killearn Purchase Agreement were authorized to be cancelled, and the 81,700
shares of Killearn were authorized to be re-transferred to Mr. Dahl and Rock
Creek."
6
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended by adding the following paragraph:
"Reference is made to the QuinStone Recision Agreement and the
Killearn Recision Agreement included herein as Exhibits F and G, respectively,
for information concerning the terms thereof."
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following are added as exhibits hereto:
Exhibit F - Recision Agreement, dated November 22, 1996,
entered into between James H. Dahl, Rock
Creek Partners, Ltd., and Issuer.
Exhibit G - Recision Agreement, dated November 22, 1996,
entered into between James H. Dahl,
Georgia P. Dahl, Rock Creek Partners, Ltd.,
and Issuer.
7
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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.
Date: November 26, 1996
/s/ JAMES H. DAHL
-------------------------------------
JAMES H. DAHL
ROCK CREEK PARTNERS, LTD.
By: /s/ James H. Dahl
-------------------------------
James H. Dahl
Managing General Partner
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<PAGE> 1
RECISION AGREEMENT
This Recision Agreement is entered into this 22nd day of November,
1996 by and among Proactive Technologies, Inc., a Delaware corporation ("PTEK")
and James H. Dahl and Rock Creek Partners, Ltd., a Florida limited partnership
(the "Dahl Group").
PREAMBLE
PTEK and the Dahl Group entered into that certain Stock Exchange
Agreement dated the 9th day of September, 1996 (the "Agreement") and the
transactions described in the Agreement were closed shortly thereafter. PTEK
and the Dahl Group now desire to rescind the Agreement and the transactions
closed pursuant to the Agreement.
Now, therefore, PTEK and the Dahl Group hereby agree as follows:
1. The Agreement and the transactions closed pursuant to the
Agreement are hereby rescinded.
2. PTEK is contemporaneously herewith transferring to the
Dahl Group 3,284 shares of voting Common Stock of Quinstone
Industries, Inc. (the "Company") (1,642 shares to each member
of the Dahl Group) and is contemporaneously herewith
delivering to the Dahl Group the corporate minute book of the
Company.
3. The Dahl Group hereby authorizes PTEK to cancel 750,000 shares
of Common Stock of PTEK delivered to the Dahl Group at Closing
in exchange for the shares of the Company. Each member of the
Dahl Group hereby agrees to deliver to PTEK within ten (10)
days of the date hereof the share certificates representing
the shares of PTEK transferred to it pursuant to the
Agreement.
4. The Dahl Group and PTEK hereby rescind that certain
Registration Rights Agreement dated September 16, 1996,
pertaining to the PTEK shares previously
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delivered to the Dahl Group.
5. PTEK hereby represents and warrants to the Dahl Group
(i) that PTEK has not transferred any assets out of the
Company to PTEK or its affiliates, has not caused the Company
to guaranty or otherwise become liable for any obligations of
PTEK or its affiliates and has operated the Company only in
the ordinary course and (ii) that the shares of the Company
transferred to the Dahl Group pursuant to this Agreement are
free and clear of any lien, claim or encumbrance.
6. Each member of the Dahl Group represents and warrants
to PTEK that the shares of PTEK to be delivered by it to PTEK
will be free and clear of any lien, claim or encumbrance when
delivered.
Dated this 22nd day of November, 1996.
Proactive Technologies, Inc.
By: /s/ Mark A. Conner
------------------------
Mark A. Conner
Its: President
Rock Creek Partners, Ltd.
By: /s/ James H. Dahl
------------------------
James H. Dahl
Its: General Partner
/s/ James H. Dahl
-------------------------
James H. Dahl
<PAGE> 1
RECISION AGREEMENT
This Recision Agreement is entered into this 22nd day of November,
1996 by and among Proactive Technologies, Inc., a Delaware corporation ("PTEK")
and James H. Dahl, Georgia P. Dahl and Rock Creek Partners, Ltd., a Florida
limited partnership (the "Dahl Group").
PREAMBLE
PTEK and the Dahl Group entered into that certain Stock Purchase
Agreement dated the 20th day of May, 1996, as amended, (the "Agreement") and
the transactions described in the Agreement were closed in August, 1996. PTEK
and the Dahl Group now desire to rescind the Agreement and the transactions
closed pursuant to the Agreement.
Now, therefore, PTEK and the Dahl Group hereby agree as follows:
1. The Agreement and the transactions closed pursuant to the
Agreement are hereby rescinded.
2. PTEK within 10 days will transfer to the Dahl Group 81,700
shares of voting Common Stock of Killearn Properties, Inc.
(the "Company").
3. The Dahl Group hereby authorizes PTEK to cancel 326,800 shares
of Common Stock of PTEK delivered to the Dahl Group at Closing
in exchange for the shares of the Company. Each member of the
Dahl Group hereby agrees to deliver to PTEK within ten (10)
days of the date hereof the share certificates representing
the shares of PTEK transferred to it pursuant to the
Agreement.
4. The Dahl Group and PTEK hereby rescind any agreement regarding
registration pertaining to the PTEK shares previously
delivered to the Dahl Group.
5. PTEK hereby represents and warrants to the Dahl Group that the
shares of the Company transferred to the Dahl Group pursuant
to this Agreement are free and
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clear of any lien, claim or encumbrance.
6. Each member of the Dahl Group represents and warrants to PTEK
that the shares of PTEK to be delivered by it to PTEK will be
free and clear of any lien, claim or encumbrance when delivered.
7. Dahl Group hereby represents that it agrees with all decisions
PTEK and Mark A. Conner made relative to Killearn Properties,
Inc. through this date and release PTEK and Killearn and Mark
A. Conner of any and all liability associated with said
transactions.
Dated this 22nd day of November, 1996.
Proactive Technologies, Inc.
By: /s/ Mark A. Conner
---------------------------------
Its: President
Rock Creek Partners, Ltd.
By: /s/James H. Dahl
---------------------------------
Its: General Partner
/s/ James H. Dahl
---------------------------------
James H. Dahl, individually and
on behalf of the James H. Dahl IRA
/s/ Georgia P. Dahl
---------------------------------
Georgia P. Dahl
