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Page 1 of 7 Pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
Phillip D. Schwiebert
c/o Quest Electronic Hardware, Inc.
386 Railroad Court
Milpitas, CA 95035
(408) 453-1620
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 8, 1996
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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 [ ].
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 ("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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SCHEDULE 13D
CUSIP NO. 748372 20 8 PAGE 2 OF 7 PAGES
1. NAME OF REPORTING PERSON: Phillip D. Schwiebert
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 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 U.S.A.
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NUMBER OF 7. SOLE VOTING POWER: 181,150 shares of Common Stock.
SHARES (Includes 30,000 shares issuable upon exercise of
BENEFICIALLY options held by Mr. Schwiebert to acquire these
OWNED BY shares at $3.75 per share and 30,000 shares
EACH issuable upon exercise of options held by
REPORTING Mr. Schwiebert to acquire these shares at $6.00
PERSON per share.)
WITH ------------------------------------------------------
8. SHARED VOTING POWER:
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9. SOLE DISPOSITIVE POWER: 181,150 shares of Common
Stock. (Includes 30,000 shares issuable upon
exercise of options held by Mr. Schwiebert to
acquire these shares at $3.75 per share and 30,000
shares issuable upon exercise of options held by
Mr. Schwiebert to acquire these shares at $6.00
per share.
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10. SHARED DISPOSITIVE POWER:
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
181,150 shares of Common Stock.* Includes 30,000 shares
issuable upon exercise of options held by Mr. Schwiebert to
acquire these shares at $3.75 per share and 30,000 shares
issuable upon exercise of options held by Mr. Schwiebert to
acquire these shares at $6.00 per share.)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
* Does not include warrants to purchase 250,000 shares at $5.75 per share which
become exercisable on March 4, 1998.
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8.35% of Common Stock, based on 2,110,590 shares of Common
Stock outstanding at February 12, 1998. 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The disclosure under Item 3 of the Schedule 13D dated April 7, 1995,
filed on behalf of Phillip D. Schwiebert is incorporated herein by reference.
All amounts reported in this amendment have been adjusted and all amounts
previously reported should be adjusted, as necessary, to reflect the one-
for-ten reverse split of the Common Stock of the Company which became effective
January 2, 1997.
Pursuant to an Exchange Agreement dated as of November 8, 1996
("Exchange Agreement"), Mr. Schwiebert agreed to exchange his right to receive
warrants to purchase up to 5% of the Common Stock outstanding as of March 31,
1995. Based upon the number of shares of Common Stock outstanding on such date
(after giving effect to the exercise of all the outstanding options and
warrants), the foregoing represented the right to acquire 132,086 shares of
Common Stock at $1.00 per share. Pursuant to the Exchange Agreement, Mr.
Schwiebert received the options, warrants and rights described in Item 6.
Pursuant to the Company's 1996 Stock Option Plan, Mr. Schwiebert was
granted options to purchase 30,000 shares at $6.00 per share. The options are
exercisable as follows: 10,000 become exercisable as of May 30, 1998; 10,000
become exercisable as of May 30, 1999; and 10,000 become exercisable as of May
30, 2000.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock of the Company (Questron Technology, Inc.)
referenced herein were acquired for investment purposes.
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;
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Page 4 of 7 Pages
(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, Phillip D. Schwiebert is the record and
beneficial owner of 181,150 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 30,000 shares issuable upon the exercise of
options to acquire such shares at $3.75 per share. The options became
exercisable as of May 8, 1997, and expire on November 8, 2006. This number also
includes options granted under the Company's 1996 Stock Option Plan to purchase
30,000 shares issuable upon the exercise of options to acquire such shares at
$6.00 per share. The options are exercisable as follows: 10,000 become
exercisable as of May 30, 1998; 10,000 become exercisable as of May 30, 1999;
and 10,000 become exercisable as of May 30, 2000. Said 196,136 shares represent
9.04% of the outstanding shares of such Common Stock of the Issuer, based on
2,110,590 shares outstanding at February 12, 1998. The foregoing number does
not include Series IV Warrants to purchase 250,000 shares of Common Stock of
the Company at $5.75 per share. The Warrants are exercisable as of March 4,
1998, and expire on March 4, 2002.
(c) Other than the transactions described herein, Phillip D.
Schwiebert has not effected any transaction in the securities of the Issuer
during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
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Page 5 of 7 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The disclosure under Item 6 of the Schedule 13D dated April 7, 1995,
filed on behalf of Phillip D. Schwiebert is incorporated herein by reference.
All amounts reported in this amendment have been adjusted and all amounts
previously reported should be adjusted, as necessary, to reflect the one-
for-ten reverse split of the Common Stock of the Company which became effective
January 2, 1997.
Mr. Schwiebert and Gulfstream Financial Group, Inc., a shareholder of
the Company, entered into an Exchange Agreement dated as of November 8, 1996
(the "Exchange Agreement"), pursuant to which Schwiebert and Gulfstream have
agreed to exchange their rights to receive warrants to purchase up to 5% and
10%, respectively, of the Common Stock outstanding as of March 31, 1995. Based
upon the number of shares of Common Stock outstanding on such date (after
giving effect to the exercise of all of the outstanding options and warrants),
the foregoing represented the right of Schwiebert and Gulfstream to acquire up
to 132,086 and 264,172 shares of Common Stock, respectively, at $1.00 per
share.
Pursuant to the Exchange Agreement, Mr. Schwiebert received the
following in exchange for the rights previously granted under his agreement:
1) Options to acquire 30,000 shares of Common Stock for a per
share exercise price equal to $3.75; and
2) Series IV Warrants to acquire 250,000 shares of Common Stock.
The foregoing options and warrants are discussed in further detail
under Item 5 above.
In addition, Mr. Schwiebert will be entitled to receive options to
acquire additional shares of Common Stock at an exercise price equal to the
fair market value of the Common Stock at the date of grant if the pre-tax
income targets set forth below are met or exceeded in any fiscal year up to and
including fiscal year 2001:
No. of Additional Shares Pre-tax Income at Least
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166,667 $2,500,000
166,667 $3,500,000
166,666 $4,500,000
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 Issuer, 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 withholding 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 Exchange Agreement dated as of November 8, 1996,
by and among the Company, Gulfstream Financial
Group, Inc. and Phillip D. Schwiebert, incorporated by
reference to Exhibit 10.21 to Amendment No. 1 to the
Company's Registration Statement on Form SB-2 filed
with the Securities and Exchange Commission on
February 25, 1997 (File No. 333-18243)
2 Stock Option Grant Agreement between the Company and
Phillip D. Schwiebert made as of November 8, 1996,
incorporated by reference to Exhibit 10.23 to the Company's
Annual Report on Form 10-KSB filed with the Securities and
Exchange Commission for the year ended December 31, 1996
(File No. 0-13324)
3 1996 Stock Option Plan, incorporated by reference to
Exhibit 10.19 to the Company's Registration Statement
on Form SB-2 filed with the Securities and Exchange
Commission on December 19, 1996 (File No. 333-18243)
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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, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: February 16, 1998 /s/ Phillip D. Schwiebert
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Phillip D. Schwiebert
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EXHIBIT INDEX
Page
Exhibit Number
Number Document Herein
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1 Exchange Agreement dated as of November 8, 1996,
by and among the Company, Gulfstream Financial
Group, Inc. and Phillip D. Schwiebert, incorporated by
reference to Exhibit 10.21 to Amendment No. 1 to the
Company's Registration Statement on Form SB-2 filed
with the Securities and Exchange Commission on
February 25, 1997 (File No. 333-18243)
2 Stock Option Grant Agreement between the Company and
Phillip D. Schwiebert made as of November 8, 1996,
incorporated by reference to Exhibit 10.23 to the Company's
Annual Report on Form 10-KSB filed with the Securities and
Exchange Commission for the year ended December 31, 1996
(File No. 0-13324)
3 1996 Stock Option Plan, incorporated by reference to
Exhibit 10.19 to the Company's Registration Statement
on Form SB-2 filed with the Securities and Exchange
Commission on December 19, 1996 (File No. 333-18243)
