<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
NAI TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
62872H 10 7
(CUSIP Number)
Charles S. Holmes
P.O. Box 2850
Southampton, NY 11969
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 28, 1997
(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
<PAGE>
<PAGE>
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
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) | |
OF A GROUP (b) | |
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS n/a
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS | |
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER 3,000,000(1) shares
OF _____________________________________________________
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED _____________________________________________________
BY
EACH 9 SOLE DISPOSITIVE POWER 3,000,000(1) shares
REPORTING _____________________________________________________
PERSON
WITH 10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 3,212,000(1) shares
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |X|
CERTAIN SHARES 5,000(1) shares
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.04%(1)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN
- --------------------------------------------------------------------------------
(1) See Item 5 hereof.
<PAGE>
<PAGE>
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 December 10, 1996 ("Amendment No. 2") to the Statement
on Schedule 13D dated February 15, 1996 (the "Schedule 13D"), as amended by the
Statement on Schedule 13D dated May 9, 1996, Diane Holmes has expended
approximately $373,895 in cash for the purchase of (i) 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 $1.75 per Warrant, on December 26, 1996 (ii)
5,000 shares of Common Stock of the Company, at a purchase price of $3.51 per
share, on January 6, 1997, (iii) 15,000 shares of Common Stock of the Company,
at a purchase price of $3.94 per share, on January 7, 1997, (iv) 10,000 shares
of Common Stock of the Company, at a purchase price of $3.9575 per share, on
January 7, 1997, (v) Warrants to purchase 20,000 shares of Common Stock of the
Company, at a purchase price of $1.76 per Warrant, on January 7, 1997, (vi)
10,000 shares of Common Stock of the Company, at a purchase price of $3.9575 per
share, on January 8, 1997, (vii) 10,000 shares of Common Stock of the Company,
at a purchase price of $3.875 per share, on January 9, 1997, (viii) Warrants to
purchase 7,000 shares of Common Stock of the Company,
-3-
<PAGE>
<PAGE>
at a purchase price of $2.385 per Warrant, on February 26, 1997, (ix) Warrants
to purchase 5,000 shares of Common Stock of the Company, at a purchase price of
$2.51 per Warrant, on February 27, 1997, and (x) 25,000 shares of Common Stock
of the Company, at a purchase price of $4.25 per share, on February 28, 1997
(each of the shares of Common Stock and Warrants purchased 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.
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.
(a) As of March 3, 1996, the Company had a total of 9,024,937
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 11.08% of the Company's total outstanding shares of
Common Stock and (ii) as hereinafter described, 2,212,000 additional shares of
Common Stock, which combined with the Shares constitute 29.04% 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
-4-
<PAGE>
<PAGE>
Company in the aggregate unpaid principal amount of $2,000,000 Note (the
"Notes") 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 and New 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 on August 7, 1997, 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 2,212,000 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 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.
-5-
<PAGE>
<PAGE>
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.
-6-
<PAGE>
<PAGE>
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: March 5, 1997
/s/ Charles S. Holmes
-----------------------------
Charles S. Holmes
-7-
