UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Questron Technology, Inc., 6400 Congress Ave., Suite 200A, Boca Raton, FL 33487
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
748 372 208
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(CUSIP Number)
Dominic A. Polimeni, 6400 Congress Ave., Ste. 200A,
Boca Raton, FL 33487 (561) 241-5251
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 24, 1998
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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.
764042.1
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CUSIP No. 748 372 208 SCHEDULE 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Malcolm Tallmon
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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*
00
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5 CHECK BOX 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
United States Citizen
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7 SOLE VOTING POWER
436,476
NUMBER OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY ------------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING ------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
436,476
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
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14 TYPE OF REPORTING PERSON* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
764042.1
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CUSIP No. 748 372 208 SCHEDULE 13D Page 3 of 5 Pages
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Item 1. Security and Issuer.
Common Stock,
Executive Offices of Issuer: Questron Technology, Inc., 6400 Congress
Avenue, Suite 200A, Boca Raton, FL 33847
Item 2. Identity and Background.
(a) Malcolm Tallmon
(b) 3408 S. Jones, Fort Worth, Texas 76110
(c) President, Fortune Industries, Inc., 3408 S. Jones, Fort Worth,
Texas 76110
(d) no
(e) no
(f) United States
Item 3. Source and Amount of Funds or Other Consideration.
Shares of Common Stock issued by Issuer as partial consideration for
the sale of Reporting Person's 61,280 shares in Fortune
Industries, Inc. to Issuer.
Item 4. Purpose of Transaction.
Transaction is part of the acquisition of Fortune Industries, Inc.
by Issuer.
Item 5. Interest in Securities of the Issuer.
(a) and (b) As of the date hereof, Reporting Person beneficially owns
approximately 436,476 shares of Common Stock of the Issuer comprising
approximately 9.2% of the 4,736,935 shares of Common Stock
outstanding. Reporting Person has the sole voting and dispositive
power of all shares beneficially owned.
(c) Except for the shares issued in (a), Reporting Person has not, to
the best of their knowledge, effected any transactions in the above
class of securities in the past sixty days.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Shares reported herein.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer.
Registration Rights Agreement between Issuer and Reporting
Person; Stock Purchase Agreement and Amendments between Issuer
and Reporting Person
Item 7. Material to be Filed as Exhibits.
Exhibit Number Document
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1 Stock Purchase Agreement, dated as of June 12,
1998, by and between Questron Technology, Inc.,
Fortune Industries, Inc. and the Stockholders
listed therein incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q for the three month period ended
June 30, 1998 filed with the Securities and
Exchange Commission on August 14, 1998 (File
No. 013324).
2 Letter Agreement, dated July 29, 1998, by and
between Questron Technology, Inc., Fortune
Industries, Inc. and the stockholders listed on
Schedule 1.1 thereto, incorporated by reference
to Exhibit 10.3 to the Company's Quarterly
Report on Form 10-Q for the three month period
ended June 30, 1998 filed with the Securities
and Exchange Commission on August 14, 1998
(File No. 013324)
3 Amendment to Stock Purchase Agreement, dated as
of September 24, 1998, by and between Questron
Technology, Inc., Fortune Industries, Inc., and
the stockholders of Fortune listed on the
signature pages thereto amending the Stock
Purchase Agreement, dated as of June 12, 1998,
and first amended on July 29, 1998, by and
among Questron Technology, Inc., Fortune
Industries, Inc. and the stockholders of
Fortune Industries, Inc. listed on Schedule 1.1
thereto incorporated by reference to Exhibit
2.6 to the Company's Current Report on Form 8-K
filed with the Securities and Exchange
Commission on October 8, 1998 (File No. 013324)
4 Registration Rights Agreement, dated as of
September 24, 1998, by and between Questron
Technology, Inc. and the persons listed on
Schedule A thereto incorporated by reference to
Exhibit 4.1 to the Company's Current Report on
Form 8-K filed with the Securities and Exchange
Commission on October 8, 1998 (File No. 013324)
764042.1
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CUSIP No. 748 372 208 SCHEDULE 13D Page 4 of 5 Pages
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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: October 9, 1998
/s/ Malcolm Tallmon
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Malcolm Tallmon
4
764042.1
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CUSIP No. 748 372 208 SCHEDULE 13D Page 5 of 5 Pages
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EXHIBIT INDEX
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Page Number
Exhibit Number Document Herein
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1 Stock Purchase Agreement, dated as
of June 12, 1998, by and between
Questron Technology, Inc., Fortune
Industries, Inc. and the
Stockholders listed therein
incorporated by reference to Exhibit
10.1 to the Company's Quarterly
Report on Form 10-Q for the three
month period ended June 30, 1998
filed with the Securities and
Exchange Commission on August 14,
1998 (File No. 013324)
2 Letter Agreement, dated July 29,
1998, by and between Questron
Technology, Inc., Fortune
Industries, Inc. and the
stockholders listed on Schedule 1.1
thereto, incorporated by reference
to Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for
the three month period ended June
30, 1998 filed with the Securities
and Exchange Commission on August
14, 1998 (File No. 013324)
3 Amendment to Stock Purchase
Agreement, dated as of September 24,
1998, by and between Questron
Technology, Inc., Fortune
Industries, Inc., and the
stockholders of Fortune Industries,
Inc. listed on the signature pages
thereto amending the Stock Purchase
Agreement, dated as of June 12,
1998, and first amended on July 29,
1998, by and among Questron
Technology, Inc., Fortune Industries
Inc. and the stockholders of Fortune
listed on Schedule 1.1 thereto
incorporated by reference to Exhibit
2.6 to the Company's Current Report
on Form 8-K filed with the
Securities and Exchange Commission
on October 8, 1998 (File No. 013324)
4 Registration Rights Agreement, dated
as of September 24, 1998, by and
between Questron Technology, Inc.
and the persons listed on Schedule A
thereto incorporated by reference to
Exhibit 4.1 to the Company's Current
Report on Form 8-K filed with the
Securities and Exchange Commission
on October 8, 1998 (File No. 013324)
