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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)
Terry Bastian
California Fasteners, Inc.
7076 Convoy Court
San Diego, CA 92111
(619) 694-0200
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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
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1) Name of Reporting Person: Terry Bastian
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: 114,041 shares of Common Stock. (Includes
Shares 30,234 shares subject to a Serial Put Agreement dated
Beneficially September 22, 1997, whereby Mr. Bastian 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 for
Reporting a price of $6.275 per share.)
Person -----------------------------------------------------------------
With 8) Shared Voting Power:
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9) Sole Dispositive Power: 114,041 shares of Common Stock.
(Includes 30,234 shares subject to a Serial Put Agreement
dated September 22, 1997, whereby Mr. Bastian 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:
114,041 shares of Common Stock. (Includes 30,234 shares subject to a
Serial Put Agreement dated September 22, 1997, whereby Mr. Bastian 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):
5.40% 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 Terry Bastian.
(b) Mr. Bastian's business address is California
Fasteners, Inc., 7076 Convoy Court, San Diego, CA
92111.
(c) Mr. Bastian's principal occupation is as the General
Manager of the San Diego Branch and Purchasing
Manager 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. Bastian has not
been convicted in a criminal proceeding.
(e) During the last five (5) years, Mr. Bastian 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. Bastian is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The 114,041 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.
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Page 4 of 7 Pages
30,234 of the shares referenced herein are subject to a Serial Put
Agreement as described in Item 6 hereof. These 30,234 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.
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, except as set forth in the immediately preceding
paragraphs, 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, Terry Bastian is the record and beneficial
owner of 114,041 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 30,234 shares subject to a Serial Put Agreement
dated September 22, 1997, whereby Mr. Bastian has the option to put the shares
back to
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Page 5 of 7 Pages
the Company on a monthly basis during the five year period following September
22, 1997 for a price of $6.275 per share. Said 114,041 shares represent 5.40%
of the outstanding shares of such Common Stock of the Issuer, based on
2,110,590 shares outstanding at November 20, 1997.
(c) Other than the transactions described herein, Mr. Bastian 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. Bastian was issued 114,041
shares. Subject to the terms of the Stock Purchase Agreement and a Serial Put
Agreement dated September 22, 1997, Mr. Bastian was granted the option to sell
30,234 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, 2,131 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, 289
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 Terry Bastian, the Company has agreed to employ, and Mr.
Bastian has agreed to serve, as the General Manager of the San Diego Branch and
Purchasing Manager 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 this Schedule, 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/ Terry Bastian
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Terry Bastian
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EXHIBIT INDEX
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)
