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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
NAI TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
62872H 10 7
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(CUSIP Number)
Charles S. Holmes
P.O. Box 2850
Southampton, NY 11969
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 10, 1996
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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
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 this statement [ ] .
(Continued on following page(s))
Page 1 of 7 Pages
Exhibit Index Appears on Page 6
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CUSIP No. 62872H 10 7 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles S. Holmes
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2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ]
OF A GROUP (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS n/a
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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 U.S.A.
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NUMBER 7 SOLE VOTING POWER 3,005,000(1) shares
OF ---------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED ---------------------------------------------------------
BY
EACH 9 SOLE DISPOSITIVE POWER 3,005,000(1) shares
REPORTING ---------------------------------------------------------
PERSON
WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 3,105,000(1) shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.9%(1)
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14 TYPE OF REPORTING PERSON IN
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Item 1. Security and Issuer.
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This Statement on Schedule 13D relates to shares of Common Stock,
par value $.10 per share (the "Common Stock"), of NAI Technologies, Inc., a New
York corporation (the "Company"), whose principal executive offices are located
at 2405 Trade Centre Avenue, Longmont, Colorado 80503.
Item 2. Identity and Background.
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(a)-(c) This Statement is filed by Charles S. Holmes, the
President and sole stockholder of Asset Management Associates of New York, Inc.,
a New York-based firm specializing in acquisitions of manufacturing businesses,
whose executive office is located at P.O. Box 2850, Southampton, New York 11969.
(d)-(f) During the five years prior to the date hereof, Mr.
Holmes has not been 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, as a result of which
he 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. Mr.
Holmes is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
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On August 7, 1996, Mr. Holmes was reelected as a director of the
Company and was granted options (the "Options") to purchase 5,000 shares of
Common Stock of the Company at a price of $3.44 per share, pursuant to the 1993
Stock Option Plan for Directors, as amended. No funds were used by Mr. Holmes
for the acquisition of the Options.
As of the date hereof Diane Holmes has expended approximately
$308,000 in cash for the purchase of (i) 50,000 shares of Common Stock of the
Company, at a purchase price of $3.00 per share, on November 27, 1996, (ii)
30,000 shares of Common Stock of the Company, at a purchase price of $3.165 per
share, on December 9, 1996 and (iii) 20,000 shares of Common Stock of the
Company, at a purchase price of $3.165 per share, on December 10, 1996 (each of
the shares purchased are collectively referred to as the "New Shares"). No funds
were used by Mr. Holmes for the purchase of the New Shares acquired by Ms.
Holmes.
Item 4. Purpose of the Transaction.
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Mr. Holmes was granted the Options for his service as a
director of the Company.
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Ms. Holmes purchased the New Shares of Common Stock for
investment purposes.
Reference is hereby made to Item 6 hereof for a description of
certain contracts, arrangements, understandings and relationships relating to
the Company's securities.
Although Mr. Holmes has not formulated any definitive plans not
set forth herein, he may from time to time continue to acquire, or to dispose
of, the warrants to purchase Common Stock, Common Stock and/or other securities
of the Company if and when he deems it appropriate. He may formulate other
purposes, plans or proposals relating to any of such securities of the Company
to the extent he deems it advisable in light of market conditions, investment
policies and other factors.
Except as indicated in this Schedule 13D, Mr. Holmes currently
has no specific plans or proposals that relate to or would result in any of the
matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a) As of December 16, 1996, the Company had a total of
9,016,937 shares of Common Stock issued and outstanding (including the Shares).
Mr. Holmes is the "beneficial owner", as such term is defined in the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or the rules and
regulations thereunder, of 1,000,000 shares of Common Stock of the Company
(referred to elsewhere herein as the "Shares"), constituting 11.1% of the
Company's total outstanding shares of Common Stock.
In connection with the Company's Private Placement discussed in
Item 6 of the Statement on Schedule 13D dated February 15, 1996, as amended by
the Statement on Schedule 13D dated May 9, 1996, Mr. Holmes purchased the 12%
Convertible Subordinated Promissory Note due 2001 of the Company in the
aggregate unpaid principal amount of $2,000,000 Note (the "Note") and warrants
to purchase 500,000 shares of Common Stock of the Company on or before February
15, 2002 at an exercise price of $2.50 per share, subject to adjustment in
certain events (the "Warrants"). Mr. Holmes exercised his rights to convert the
Note into 1,000,000 shares (the "Shares") of Common Stock of the Company. In
addition, the Company granted to Mr. Holmes additional warrants to purchase
1,200,000 shares of Common Stock of the Company on or before February 15, 2002
at an exercise price of $2.50 per share, subject to adjustment in certain
events, for past advisory services in connection with the Private Placement and
the engagement of Commonwealth Associates as the Company's placement agent (the
"Additional Warrants"). The Company also granted to Mr. Holmes the New Warrants
in connection
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with the conversion of the Note into the Shares. The Warrants,
Additional Warrants and New Warrants are sometimes collectively
referred to as the "Investment Warrants."
As a result of the ownership by Mr. Holmes of the Investment
Warrants, the Stock Options and the New Shares, Mr. Holmes currently may be
deemed to own beneficially 2,000,000 additional shares of Common Stock, which
combined with the Shares constitute 27.9% of the Company's total outstanding
shares of Common Stock, as determined in accordance with Rule 13d-3 of the
Exchange Act.
It should be noted that, as a result of certain provisions in
the Investment Warrants, the number of shares of Common Stock which Mr. Holmes
may be entitled to receive upon exercise of the Investment Warrants is subject
to change.
Except as set forth in Item 5(a), Mr. Holmes does not own any
shares of Common Stock of the Company and is not the "beneficial owner" of any
such shares, as such term is defined in the Exchange Act or the rules and
regulations thereunder.
(b) Mr. Holmes possesses the sole power to vote and dispose of,
and to direct the voting and disposition of, the Shares as a result of the
conversion of the Note into the Shares.
Except as set forth in the immediately preceding paragraph, Mr.
Holmes does not possess the power to vote or dispose of any shares of Common
Stock of the Company unless the Investment Warrants are exercised for shares of
Common Stock of the Company, which Mr. Holmes has no current intention of
doing. Only in the event of such exercise may Mr. Holmes be deemed to have the
sole power to vote and dispose of, and to direct the voting and disposition of,
the shares of Common Stock referenced above. Mr. Holmes does not possess the
power to vote or dispose of any of the New Shares.
(c) Except as set forth herein, Mr. Holmes does not beneficially
own any shares of Common Stock of the Company and has not engaged in any
transaction in any such shares during the sixty day period immediately
preceding the date hereof.
(d) & (e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
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Except as described herein as amended by the Statement on
Schedule 13D dated May 9, 1996, and in the Statement on Schedule 13D dated
February 15, 1996, Mr. Holmes has no other contracts, arrangements,
understandings or relationships with any
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persons with respect to any securities of the Company. Mr.
Holmes reserves the right to enter into any such contracts,
arrangements, understandings or relationships in the future.
Item 7. Material to be Filed as Exhibits.
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None.
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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: December 17, 1996
CHARLES S. HOLMES
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Charles S. Holmes
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