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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
October 21, 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 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 IN(1)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
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NUMBER 7 SOLE VOTING POWER 3,055,000(1) shares
OF _____________________________________________________
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED _____________________________________________________
BY
EACH 9 SOLE DISPOSITIVE POWER 3,055,000(1) shares
REPORTING _____________________________________________________
PERSON
WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 3,431,000(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) 30.2%(1)
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14 TYPE OF REPORTING PERSON IN
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(1) See Item 5 hereof.
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Item 1. Security and Issuer.
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 282 New York Avenue, Huntington, New York 11743.
Item 2. Identity and Background.
(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.
In addition to the purchases by Diane Holmes discussed in Item
3 of the amendment dated February 28, 1997 ("Amendment No. 3") to the Statement
on Schedule 13D dated February 15, 1996 (the "Schedule 13D"), as amended, Diane
Holmes has expended approximately $554,527 in cash for the purchase of (i)
12,000 shares of Common Stock of the Company, at a purchase price of $4.50 per
share, on April 1, 1997, (ii) warrants (the "Warrants") to purchase 5000 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, at a purchase
price of $3.26 per Warrant, on April 2, 1997, (iii) Warrants to purchase 5,000
shares of Common Stock of the Company, at a purchase price of $3.01 per Warrant,
on May 9, 1997, (iv) 10,000 shares of Common Stock of the Company, at a purchase
price of $5.26 per share, on May 19, 1997, (v) 5,000 shares of Common Stock of
the Company, at a purchase price of $5.385 per share, on May 19, 1997, (vi)
5,000 shares of Common Stock of the Company, at a purchase price of $5.385 per
share, on May 21, 1997, (vii) Warrants to purchase 2,700 shares of Common Stock
of the Company, at a purchase price of $3.52 per Warrant, on May 29, 1997,
(viii) Warrants to purchase 7,300 shares of Common Stock of the Company, at a
purchase price of $3.51 per Warrant, on June 2, 1997, (ix)
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Warrants to purchase 10,000 shares of Common Stock of the Company, at a purchase
price of $3.25 per Warrant, on June 3, 1997, (x) Warrants to purchase 10,000
shares of Common Stock of the Company, at a purchase price of $3.26 per Warrant,
on June 3, 1997, (xi) 11,000 shares of Common Stock of the Company, at a
purchase price of $5.00 per share, on June 5, 1997, (xii) Warrants to purchase
30,000 shares of Common Stock of the Company, at a purchase price of $3.00 per
Warrant, on June 6, 1997, (xiii) 1,000 shares of Common Stock of the Company, at
a purchase price of $5.00 per share, on June 6, 1997, (xiv) Warrants to purchase
25,000 shares of Common Stock of the Company, at a purchase price of $2.25 per
Warrant, on August 5, 1997, (xv) Warrants to purchase 5,000 shares of Common
Stock of the Company, at a purchase price of $2.25 per Warrant, on August 6,
1997, (xvi) Warrants to purchase 10,000 shares of Common Stock of the Company,
at a purchase price of $2.25 per Warrant, on August 25, 1997 and (xvii) Warrants
to purchase 10,000 shares of Common Stock of the Company, at a purchase price of
$2.25 per Warrant, on August 26, 1997 (each of the shares of Common Stock and
Warrants purchased by Ms. Holmes are collectively referred to as the "New
Securities"). No funds were used by Mr. Holmes for the purchase of the New
Securities acquired by Ms. Holmes. Mr. Holmes has expended approximately
$100,000 in cash for the purchase of Warrants to purchase 50,000 shares of
Common Stock of the Company, at a purchase price of $2.00 per Warrant, on
October 21, 1997 (the "Purchase Warrants")
Item 4. Purpose of the Transaction.
Ms. Holmes purchased the New Securities 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 November 1, 1997, the Company had a total of
9,155,427 shares of Common Stock issued and outstanding. 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 (i) 1,000,000 shares of Common Stock of the Company (referred to elsewhere
herein as the "Shares"), constituting 10.9% of the Company's total outstanding
shares of Common Stock and (ii) as hereinafter described, 2,431,000 additional
shares of Common Stock, which combined with the Shares constitute 30.2% of the
Company's total outstanding shares of Common Stock, as determined in accordance
with Rule 13d-3 of the Exchange Act.
In connection with the Company's Private Placement discussed
in Item 6 of the Schedule 13D, 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 (the "Holmes 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 warrants to purchase 300,000 shares of Common
Stock of the Company on or before February 15, 2002 at an exercise price of
$3.00 per share, subject to adjustment in certain events (the "New Warrants"),
in connection with the conversion of the Note into the Shares. The Holmes
Warrants, Additional Warrants, New Warrants and the Purchase Warrants are
sometimes collectively referred to as the "Investment Warrants."
As discussed in Item 3 of Amendment No. 2, on August 7, 1996,
Mr. Holmes was reelected as a director of the Company and was granted options
(the "Stock Options") to purchase 5,000 shares of Common Stock of the Company at
a price of $3.44 per share, exercisable at any time between August 7, 1997 and
August 7, 2006, pursuant to the 1993 Stock Option Plan for Directors, as
amended.
As a result of the ownership by Mr. Holmes of the Investment
Warrants and the New Securities, Mr. Holmes currently may be deemed to own
beneficially 2,431,000 additional shares of Common Stock.
It should be noted that, as a result of certain
provisions in the Investment Warrants, the number of shares of
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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 (i) Investment Warrants and (ii) Stock Options
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 Securities.
(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.
Except as described herein, and as discussed in the Schedule
13D, as amended, Mr. Holmes has no other contracts, arrangements, understandings
or relationships with any 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.
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: November 7, 1997
/s/ Charles S. Holmes
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Charles S. Holmes
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