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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____________)*
METRISA, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
591 59 V 106
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(CUSIP Number)
July 6, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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 ("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).
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CUSIP NO.: 591 59 V 106
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(1) NAME OF REPORTING PERSON: Sentex Sensing Technology, Inc.
22-2333899
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [ ]
(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION:
New Jersey
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(5) SOLE VOTING POWER:
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(6) SHARED VOTING POWER:
160,000*
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(7) SOLE DISPOSITIVE POWER:
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(8) SHARED DISPOSITIVE POWER:
160,000*
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* Sentex Sensing Technology, Inc. ("Sentex") and Robert S. Kendall
("Robert Kendall") share voting and dispositive power with respect to
160,000 shares of common stock of the Issuer ("Common Stock"). The
shares of Common Stock are held of record by Sentex. Robert Kendall is
the Chief Executive Officer and Chairman of Sentex. Robert Kendall also
owns a 99% interest in CPS Capital, Ltd., ("CPS") which owns 47.4% of
the outstanding Common Shares of Sentex. Through CPS, Robert Kendall
has the power to direct the management and policies of Sentex.
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
160,000
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(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
11.2%
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(12) TYPE OF REPORTING PERSON:
CO
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CUSIP NO.: 591 59 V 106
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(1) NAME OF REPORTING PERSON: Robert S. Kendall
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
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(5) SOLE VOTING POWER:
0
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(6) SHARED VOTING POWER:
160,000*
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(7) SOLE DISPOSITIVE POWER:
0
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(8) SHARED DISPOSITIVE POWER:
160,000*
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* Sentex Sensing Technology, Inc. ("Sentex") and Robert S. Kendall
("Robert Kendall") share voting and dispositive power with respect to
160,000 shares of common stock of the Issuer ("Common Stock"). The
shares of Common Stock are held of record by Sentex. Robert Kendall is
the Chief Executive Officer and Chairman of Sentex. Robert Kendall also
owns a 99% interest in CPS Capital, Ltd., ("CPS") which owns 47.4% of
the outstanding Common Shares of Sentex. Through CPS, Robert Kendall
has the power to direct the management and policies of Sentex.
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
160,000
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(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
11.2%
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(12) TYPE OF REPORTING PERSON:
IN
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(end of cover page)
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ITEM 1(a) NAME OF ISSUER: Metrisa, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
25 Wiggins Avenue
Bedford, Massachusetts 01730
(617) 257-3300
ITEM 2(a) NAME OF PERSONS FILING:
Sentex Sensing Technology, Inc. and Robert S. Kendall
ITEM 2(b) ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
1801 East Ninth Street
Suite 1510
Cleveland, OH 44114
ITEM 2(c) CITIZENSHIP:
New Jersey/United States
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e) CUSIP NUMBER:
591 59 V 106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS
240.13d-1(B) OR 240.13d-2(B) OR (C), CHECK WHETHER
THE PERSON FILING IS A:
(a) [ ] BROKER OR DEALER REGISTERED UNDER SECTION 15 OF THE
ACT.
(b) [ ] BANK AS DEFINED IN SECTION 3(a)(6) OF THE ACT.
(c) [ ] INSURANCE COMPANY AS DEFINED IN SECTION 3(a)(19) OF
THE ACT.
(d) [ ] INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE
INVESTMENT COMPANY ACT OF 1940.
(e) [ ] AN INVESTMENT ADVISER IN ACCORDANCE WITH SECTION
240.13d-1(b)(1)(ii)(E).
(f) [ ] AN EMPLOYEE BENEFIT PLAN OR ENDOWMENT FUND IN
ACCORDANCE WITH SECTION 240.13d-1(b)(1)(ii)(F).
(g) [ ] A PARENT HOLDING COMPANY OR CONTROL PERSION, IN
ACCORDANCE WITH SECTION 240.13d-1(b)(1)(ii)(G).
(h) [ ] A SAVINGS ASSOCIATION AS DEFINED IN SECTION 3(b) OF
THE FEDERAL DEPOSIT INSURANCE ACT.
(i) [ ] A CHURCH PLAN THAT IS EXCLUDED FROM THE DEFINTION OF
AN INVESTMENT COMPANY UNDER SECTION 3(c)(14) OF THE
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INVESTMENT COMPANY ACT OF 1940.
(j) [ ] GROUP, IN ACCORDANCE WITH SECTION
240.13d-1(b)(1)(ii)(J).
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ITEM 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED: 160,000
(b) PERCENT OF CLASS: 11.2%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
0
(ii) SHARED POWER TO VOTE OR TO DIRECT THE
VOTE:
160,000
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF:
0
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF:
160,000
ITEM 5. OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS.
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF ANOTHER
PERSON.
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
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ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not
held in connection with or as a participant in any
transaction having that purpose or effect.
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: July 17, 2000
Sentex Sensing Technology, Inc.
/s/ Robert S. Kendall
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Robert S. Kendall, Chief Executive Officer
/s/ Robert S. Kendall
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Robert S. Kendall, Individually
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EXHIBIT A
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange
Act of 1934, the undersigned agree to the joint filing of a Statement on
Schedule 13G (including any and all amendments thereto, and any filing on
Schedule 13D relating to the same investment) with respect to the shares of
common stock of MIMS Corporation, and further agree that this Joint Filing
Agreement be included as an Exhibit thereto. In addition, each party to this
Agreement expressly authorizes each other party to this Agreement to file on its
behalf any and all amendments to such Statement.
Date: July 17, 2000
Sentex Sensing Technology, Inc.
/s/Robert S. Kendall
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Robert S. Kendall, Chief Executive Officer
/s/Robert S. Kendall
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Robert S. Kendall, Individually
