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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._)*
QUESTRON TECHNOLOGY, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
748372-208
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(CUSIP Number)
Douglas D. Zadow
c/o The Z Group Inc.
P.O. Box 1148
McKinney, TX 75070
(972) 562-7687
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 22, 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 [ ].
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 ("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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Page 2 of 7 Pages
CUSIP No. 748372 20 8
1) Name of Reporting Person: Douglas D. Zadow
S.S. or I.R.S. Identification No. of Above Person
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2) Check the Appropriate Box if a Member of a Group (a)[ ]
(b)[ ]
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3) SEC Use Only
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4) Source of Funds OO
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5) Check 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 of 7) Sole Voting Power: 361,065 shares of Common Stock. (Includes
Shares 95,678 shares subject to a Serial Put Agreement dated
Beneficially September 22, 1997, whereby Mr. Zadow has the option to
Owned by put the shares back to the Company on a monthly basis
Each during the five year period following September 22, 1997
Reporting for a price of $6.275 per share.)
Person ----------------------------------------------------------------
With 8) Shared Voting Power:
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9) Sole Dispositive Power: 361,065 shares of Common Stock.
(Includes 95,678 shares subject to a Serial Put Agreement
dated September 22, 1997, whereby Mr. Zadow has the option
to put the shares back to the Company on a monthly basis
during the five year period following September 22, 1997
for a price of $6.275 per share.)
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10) Shared Dispositive Power:
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
361,065 shares of Common Stock. (Includes 95,678 shares
subject to a Serial Put Agreement dated September 22,
1997, whereby Mr. Zadow has the option to put the shares
back to the Company on a monthly basis during the five
year period following September 22, 1997 for a price of
$6.275 per share.)
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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):
17.11% of Common Stock, based on 2,110,590 shares of Common Stock
outstanding at November 20, 1997. See response to Item 5 herein.
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14) Type of Reporting Person IN
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Page 3 of 7 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock (par value $.001 per
share) of Questron Technology, Inc., a Delaware corporation (sometimes
hereinafter in this Schedule 13D referred to as the "Issuer" or the
"Company"), having its principal executive offices at 6400 Congress Avenue,
Suite 200A, Boca Raton, Florida 33487.
ITEM 2. IDENTITY AND BACKGROUND.
I. Individual Securityholder
(a) This statement is being filed by Douglas D. Zadow.
(b) Mr. Zadow's business address is c/o
The Z Group Inc., P.O. Box 1148,
McKinney, TX 75070.
(c) Mr. Zadow's principal occupation is as
the President of California Fasteners,
Inc., a California corporation
("Calfast"). Calfast is a distributor
of fasteners and related products sold
to electronic equipment manufacturers
with offices located at 5310 E. Hunter
Avenue, Anaheim, CA 92817-8328.
Calfast was acquired by the Company on
September 22, 1997.
(d) During the last five (5) years, Mr.
Zadow has not been convicted in a
criminal proceeding.
(e) During the last five (5) years, Mr.
Zadow has not been a party to a civil
proceeding of a judicial or
administrative body of competent
jurisdiction and is not 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.
(f) Mr. Zadow is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The 361,065 shares which are the subject of this Schedule 13D were
acquired pursuant to a Stock Purchase Agreement dated as of August 29, 1997,
by and among Questron Technology, Inc. and the shareholders of California
Fasteners, Inc. See response to Item 6 herein.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock of the Company (Questron Technology, Inc.)
referenced herein were acquired for investment purposes.
95,678 of the shares referenced herein are subject to a Serial Put
Agreement as described in Item 6 hereof. These 95,678 shares are the subject
of a Registration Statement on Form S-3 (No. 333-40835) filed with the
Securities and Exchange Commission on November 21, 1997.
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Page 4 of 7 Pages
While the Reporting Person has no present plans or proposals which
relate to or would result in the acquisition or disposition by him of
securities of the Issuer, the investments in the Issuer by the Reporting
Person will be periodically reviewed and at any time the amount of such
investments may be increased or decreased. Except as may otherwise be set
forth herein, the Reporting Person does not at the present time have any plans
or proposals which relate to or would result in:
(1) The acquisition by him of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(2) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any
of its subsidiaries;
(3) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(4) Any change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the Board;
(5) Any material change in the present capitalization or
dividend policy of the Issuer;
(6) Any other material change in the Issuer's business or
corporate structure;
(7) Changes in the Issuer's articles of incorporation, by-laws
or instruments corresponding thereto or other actions which
may impede the acquisition of control of the Issuer by any
person;
(8) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
(9) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)
(4) of the Securities Exchange Act of 1934; or
(10) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b)
As of the date hereof, Douglas D. Zadow is the record and beneficial
owner of 361,065 shares of Common Stock (par value $.001 per share) of the
Issuer, over which he has sole voting power and sole power to dispose of such
shares. This number includes 95,678 shares subject to a Serial Put Agreement
dated September 22, 1997, whereby Mr. Zadow has the option to put the shares
back to the Company on a monthly basis during the five year period following
September 22, 1997 for a price of $6.275 per share. Said 361,065 shares
represent 12.57% of the outstanding shares of such Common Stock of the Issuer,
based on 2,110,590 shares outstanding at November 20, 1997.
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Page 5 of 7 Pages
(c) Other than the transactions described herein, Mr. Zadow has not
effected any transaction in the securities of the Issuer during the past sixty
(60) days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to a Stock Purchase Agreement dated as of August 29, 1997,
by and among Questron Technology, Inc. (the "Company") and Douglas D. Zadow
and Terry Bastian, the shareholders of California Fasteners, Inc. ("Calfast"),
the Company acquired 100% of the issued and outstanding capital stock of
Calfast for a total of $10,634,441, consisting of $6,594,441 in cash, the
assumption of $1,058,712 in net debt and the issuance of 475,106 shares of
common stock of the Company, valued at $2,981,288, of which Mr. Zadow was
issued 361,065 shares. Subject to the terms of the Stock Purchase Agreement
and a Serial Put Agreement dated September 22, 1997, Mr. Zadow was granted the
option to sell 95,678 of such shares back to the Company on a monthly basis in
the following manner: (i) for each of the seven months during the period
October 1997 through April 1998, 6,748 shares per month (valued at $6.275 per
share) and (ii) for each of the 53 months during the period May 1998 through
September 2002, 914 shares per month (valued at $6.275 per share). In
addition, the consideration is subject to adjustment based upon certain
operating performance targets for the years ending December 31, 1997 and 1998.
Pursuant to an Employment Agreement dated September 22, 1997, between
the Company and Doug Zadow, the Company has agreed to employ, and Mr. Zadow
has agreed to serve, as President of Calfast for a period of five (5) years
unless terminated pursuant to the terms of said agreement. The Employment
Agreement provides for an annual salary and bonuses and stock options based
upon established incentive targets.
Except as set forth in the immediately preceding paragraphs, there
are no contracts, arrangements, understandings or relationships (legal or
otherwise) between the undersigned and any other person with respect to any
securities of the Company, including but not limited to transfer or voting of
any such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholdings of proxies. None of the shares of Common
Stock reported herein as beneficially owned by the undersigned are pledged or
otherwise subject to a contingency the occurrence of which would give another
person voting or investment power over such securities.
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Page 6 of 7 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Document
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1 Stock Purchase Agreement dated as of August 29, 1997, by and
among the Company and Doug Zadow and Terry Bastian,
incorporated by reference to Exhibit 2.0 to the Company's
Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 7, 1997 (File No. 000-13324)
2 Serial Put Agreement entered into as of September 22, 1997,
between the Company and Doug Zadow and Terry Bastian,
incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 7, 1997 (File No. 000-13324)
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Page 7 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: December 18, 1997 /s/ Douglas D. Zadow
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Douglas D. Zadow
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EXHIBIT INDEX
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Exhibit Number Document Page Number Herein
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1 Stock Purchase Agreement dated as of August 29,
1997, by and among the Company and the
Shareholders of California Fasteners, Inc.,
incorporated by reference to Exhibit 2.0 to the
Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on October
7, 1997 (File No. 000-13324)
2 Serial Put Agreement entered into as of September
22, 1997, between the Company and Doug Zadow and
Terry Bastian, incorporated by reference to
Exhibit 2.1 to the Company's Current Report on
Form 8-K filed with the Securities and Exchange
Commission on October 7, 1997 (File No. 000-13324)
