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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
ELEXSYS INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
25302610
(CUSIP Number)
James R. Jones, Esq.
Cooley Godward Castro Huddleson & Tatum
Five Palo Alto Square, 3000 El Camino Real
Palo Alto, California 94306-2155
(415) 843-5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 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 (the "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).
<PAGE>
CUSIP NO. 25302610 13D
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS Milan Mandaric
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)__ (b)__
3 SEC USE ONLY
4 SOURCE OF FUNDS PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ___
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
7 SOLE VOTING POWER 4,000,000 shares
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
8 SHARED VOTING POWER 0 shares
9 SOLE DISPOSITIVE POWER 4,000,000 shares
10 SHARED DISPOSITIVE POWER 0 shares
</TABLE>
<TABLE>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 48.0%
14 TYPE OF REPORTING PERSON IN
</TABLE>
<PAGE>
This Amendment amends the Schedule 13D filed by me with the Commission on
or about January 20, 1994, as amended by Amendment No. 1 filed on or about April
13, 1994, Amendment No. 2 filed on or about April 14, 1994, Amendment No. 3
filed on or about May 9, 1994, Amendment No. 4 filed on or about June 9, 1994,
Amendment No. 5 filed on or about June 18, 1994, Amendment No. 6 filed on or
about June 30, 1994, Amendment No. 7 filed on or about July 8, 1994 and
Amendment No. 8 filed on or about February 24, 1995 (the "Schedule 13D"). Since
the last filing the Issuer has changed it's corporate name from Diceon
Electronics, Inc. to Elexsys International, Inc. All references to the Issuer in
the Schedule 13D now refer to Elexsys International, Inc. Pursuant to the
requirements of Rule 101(a)(2)(ii) of Regulation S-T, this Amendment restates
the entire text of the Schedule 13D, as heretofore and hereby amended.
Item 1. Security and Issuer.
This statement relates to the Common Stock, $1.00 par value (the "Common
Stock"), of Elexsys International, Inc., a Delaware corporation (the "Issuer").
The principal executive offices of the Issuer are located at 18522 Von Karman
Avenue, Irvine, California 92715.
Item 2. Identity and Background.
My principal employment is with Senses International ("Senses"), a
manufacturer of printed circuit boards. I serve as Chairman of the Board and
President of the Issuer and am a U.S. citizen. My business address is 1188
Bordeaux Drive, Sunnyvale, California 94089.
During the last five years, I have not been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) nor have I
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which I am or was 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
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The amount of the funds used to purchase 400,000 shares of Common Stock in
the open market reported as beneficially owned in Item 5 hereof was
approximately $263,250. Another 3,200,000 shares of Common Stock were acquired
in exchange for $16,000,000 in original face amount of the Issuer's 5.5 percent
convertible subordinated debentures (all 5.5 percent convertible subordinated
debentures being referred to herein as the "Convertible Debentures") pursuant to
a Securities Exchange Agreement with the Issuer dated as of June 7, 1994, as
amended on June 30, 1994 (the "Agreement"). This transaction was reported on
Amendment No. 6 to Schedule 13D filed on or about June 30, 1994 and the
Agreement was filed as an exhibit thereto. The amount of the funds used to
acquire the $16,000,000 in original face amount of Convertible Debentures was
$5,309,779. In addition, pursuant to a second Securities Exchange Agreement with
the Issuer dated as of March 29, 1995 (the "Second Agreement"), 400,000 shares
of Common Stock were acquired in exchange for $4,000,000 in original face amount
of the Issuer's Convertible Debentures. The amount of funds used to acquire the
$4,000,000 in original face amount of Convertible Debentures was $2,159,444. The
funds used in all such acquisitions were my personal funds.
Item 4. Purpose of the Transaction.
Pursuant to the Agreement, an aggregate of $16,000,000 in face amount of
Convertible Debentures were exchanged for 3,200,000 newly issued shares of
Common Stock of the Issuer. In addition, the Issuer has paid to me an amount
equal to accrued but unpaid interest on the Convertible Debentures exchanged
through the closing date of the Agreement in cash and has reimbursed me for my
expenses of the transaction in the amount of $50,000.
Pursuant to the Second Agreement, an aggregate of $4,000,000 in face amount
Convertible Debentures were exchanged for 400,000 newly issued shares of Common
Stock of the Issuer. In addition, the Issuer has paid to me an amount equal to
accrued but unpaid interest on the Convertible Debentures exchanged through the
closing date of the Second Agreement in cash.
Pursuant to the Agreement, upon the closing, I became a director and
Chairman of the Board of the Issuer, and my designee, Charles H. Handley, became
a director. Subsequently, I became President of the Issuer. Stephen Mansfield
resigned as a director of the Issuer, effective upon such closing.
I acquired the shares of Common Stock because I believe they represent an
opportunity for an attractive return on the funds invested. I will continue to
consider other alternatives for maximizing the return on the funds invested.
I reserve the right to take such action with respect to my investment in
the Issuer as I may determine. Subject to applicable legal requirements, I may
purchase additional shares of Common Stock and/or Convertible Debentures from
time to time in open market or in private transactions, depending on my
evaluation of the Issuer's business, prospects and financial condition, the
markets for the Common Stock and the Convertible Debentures, other developments
concerning the Issuer, other opportunities available to me, and general,
economic, money and stock market conditions. In addition, depending upon the
factors referred to above, I may dispose of all or a portion of my shares of
Common Stock and my Convertible Debentures at any time.
Other than as described in this Item 4, I do not have any plan or proposal
relating to, or that would result in, any event described in (a)-(j) of the
instruction for this Item 4.
Item 5. Interest in Securities of the Issuer.
I am the beneficial owner of 4,000,000 shares of Common Stock. I
beneficially own approximately 48.0% of the outstanding Common Stock. I have the
sole power to vote or to direct the vote and the sole power to dispose or to
direct the disposition of all Common Stock so beneficially owned.
I acquired 400,000 shares of Common Stock and all of such Convertible
Debentures through brokers in open market transactions. I acquired 3,200,000
shares of Common Stock in a private transaction pursuant to the Agreement. I
acquired 400,000 shares of Common Stock in a private transaction pursuant to the
Second Agreement on March 31, 1995.
The 400,000 shares acquired pursuant to the Second Agreement were acquired
in exchange for $4,000,000 in original face amount of Convertible Debentures,
for which I paid $2,159,444. Based upon the price paid for the Convertible
Debentures, the price per share of Common Stock received was $5.3986.
Item 6. Contracts, Arrangements, Understanding or Relationships with
respect to Securities of the Issuer.
See Item 4 for a description of the Agreement and the Second Agreement. See
Item 7 for exhibit references to the Agreement and the Second Agreement.
Item 7. Material to Be Filed as Exhibits.
Exhibit 7.1: Securities Exchange Agreement dated as of June 7, 1994 by and
between Diceon Electronics, Inc. and Milan Mandaric (included as an exhibit to
Amendment No. 4 to the Schedule 13D filed on or about June 9, 1994)
Exhibit 7.2: First Amendment to Securities Exchange Agreement dated as of
June 30, 1994 by and between Diceon Electronics, Inc. and Milan Mandaric
(included as an exhibit to Amendment No. 6 to the Schedule 13D filed on or about
June 30, 1994)
Exhibit 7.3: Second Securities Exchange Agreement dated as of March 29,
1995 by and between Elexsys International Inc. and Milan Mandaric (incorporated
by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the
Issuer with the Commission on April 4, 1995.
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete and
correct.
September 25, 1995
/s/ Milan Mandaric
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MILAN MANDARIC
