<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
VENTURIAN CORP.
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
1 92330410
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(CUSIP number)
Russell C. Hansen, Esq.
Gibson, Dunn & Crutcher
2029 Century Park East, Suite 4000
Los Angeles, CA 90067
(310) 552-8500
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(Name, address and telephone number of person
authorized to receive notices and communications)
July 1, 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) 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).
(Page 1 of 15 Pages)
<PAGE> 2
CUSIP NO. 1 92330410 13D PAGE 2 OF 15 PAGES
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
QUARTERDECK PUBLIC EQUITIES, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
N/A (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
63,005
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 63,005
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,005
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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14 TYPE OF REPORTING PERSON*
OO
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<PAGE> 3
CUSIP NO. 1 92330410 13D PAGE 3 OF 15 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
QUARTERDECK EQUITY PARTNERS, INC.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
N/A (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
63,005
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 63,005
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,005
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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)
5.3%
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14 TYPE OF REPORTING PERSON*
CO
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<PAGE> 4
CUSIP NO. 1 92330410 13D PAGE 4 OF 15 PAGES
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JOHN B. KUTLER
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
N/A (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
65,005
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 65,005
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,005
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE> 5
CUSIP No. 020799 10 2 Page 5 of 15
ADDENDUM TO SCHEDULE 13D
On June 28, 1998, Quarterdeck Equity Partners, Inc., a Delaware
corporation ("QEP"), entered into a Private Placement Term Sheet (the "Term
Sheet") with Venturian Corp., a Minnesota corporation (the "Issuer"). Pursuant
to the Term Sheet, QEP has agreed that it or an affiliate would acquire 63,005
shares of the Issuer's common stock, $1.00 par value (the "Common Stock") at
$7.00 per share, subject to approval by the Issuer's board of directors, which
occurred on July 1, 1998. It is contemplated that the transaction will close
within 14 days of the Term Sheet's execution (the "Closing Date") and that
Quarterdeck Public Equities, LLC, a Delaware limited liability company
("Quarterdeck") will be the affiliate of QEP acquiring the Common Stock. Upon
the purchase of these shares, Quarterdeck will beneficially own 63,005 out of
1,197,081 outstanding shares, or 5.3%, of the Common Stock.
The Term Sheet also provides for the receipt by Quarterdeck from the
Issuer of a $504,040 convertible debenture (the "Convertible Debenture"). The
Convertible Debenture will bear interest at an annual rate of 11%. It will be
convertible at $8.00 per share into shares of the Common Stock, for a total of
63,005 shares, at the option of Quarterdeck, during the period that begins 120
days after the Closing Date and ends three years after the Closing Date, at
which time the Convertible Debenture will automatically convert into the shares
of Common Stock. Upon conversion, Quarterdeck will beneficially own 126,100 out
of 1,260,086 outstanding shares, or 10.0%, of the Common Stock.
The Term Sheet, filed as Exhibit A hereto, contains a miscalculation
in paragraph (2) under the heading "Securities." The number of outstanding
shares of Common Stock after the transactions contemplated therein will be
1,260,086, not 1,260,084.
<PAGE> 6
CUSIP No. 020799 10 2 Page 6 of 15
Item 1. Security and Issuer
The class of securities to which this Schedule 13D relates is the
Common Stock, $1.00 par value (defined above as the "Common Stock") of Venturian
Corp., a Minnesota corporation (defined above as the "Issuer"), whose principal
executive offices are located at: 11111 Excelsior Boulevard, Hopkins, Minnesota
55343.
Item 2. Identity and Background
Quarterdeck is a limited liability company organized under the laws
of Delaware. Its principal business is the investment in the Issuer. Its
principal office and principal business address is 10100 Santa Monica Boulevard,
Suite #1425, Los Angeles, California 90067.
QEP is a corporation organized under the laws of Delaware. Its
principal business is investing in the global aerospace and defense markets. Its
principal office and principal business address is 10100 Santa Monica Boulevard,
Suite #1425, Los Angeles, California 90067. QEP is the sole managing member of
Quarterdeck.
Jon B. Kutler is a citizen of the United States whose principal
business address is 10100 Santa Monica Boulevard, Suite #1425, Los Angeles,
California 90067. Mr. Kutler's principal occupation is as an investment banker
with Quarterdeck Investment Partners, Inc. ("QIP"), an advisory investment bank.
He is the Chairman, Treasurer, Director and sole stockholder of QEP. Mr. Kutler
beneficially owns 2,000 shares of the Issuer's Common Stock. These shares were
purchased in the open market on June 15, 1998, at $6.125 per share.
John T. Chain is a citizen of the United States whose principal
business address is 10100 Santa Monica Boulevard, Suite #1425, Los Angeles,
California 90067. Mr. Chain's is a retired United States Air Force General. He
is the President of QEP.
Sara L. Kutler is a citizen of the United States whose principal
business address is 10100 Santa Monica Boulevard, Suite #1425, Los Angeles,
California 90067. Ms. Kutler's principal occupation is as the General Counsel of
QIP. She is the Secretary and a Director of QEP.
None of the persons or entities reporting hereunder nor, to their
knowledge, any executive officer, director or controlling person of any of them,
has, during the last five years, been convicted in any criminal proceeding,
excluding traffic violations or similar misdemeanors.
None of the persons or entities reporting hereunder nor, to their
knowledge, any executive officer, director or controlling person of any of them,
has, during the last five years, been a party to a civil proceeding or a
judicial or administrative body of competent jurisdiction as a result of which
it was or is subject to a judgment, decree or final order enjoining violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds used by Quarterdeck in making the purchase will
be from Quarterdeck's members, which funds will be transferred to the Issuer on
the Closing Date. With respect to Quarterdeck's right to acquire additional
shares upon conversion of the Convertible Debenture, there will be no additional
consideration due from Quarterdeck upon such conversion.
<PAGE> 7
CUSIP No. 020799 10 2 Page 7 of 15
Item 4. Purpose of Transaction
The shares to be acquired by Quarterdeck (and those that may be
acquired pursuant to the terms of the Convertible Debenture) will be acquired
for investment purposes.
(a) As described in the introductory paragraphs of the Addendum,
pursuant to the Convertible Debenture, Quarterdeck also has the right to receive
from the Issuer 63,005 additional shares of Common Stock. Such right is based on
an election by Quarterdeck, at any time during the period that begins 120 days
after the Closing Date and ends three years after the Closing Date, to convert
it into an aggregate of 63,005 shares of Common Stock at a rate of $8.00 per
share, adjusted for stock dividends, splits or similar events and to prevent
dilution. At the end of this period, if Quarterdeck has not yet so elected, the
Convertible Debenture will automatically convert into the 63,005 shares of
Common Stock. Quarterdeck also anticipates acquiring additional shares of the
Common Stock. Pursuant to the Term Sheet, QEP or an affiliate may acquire in the
open market, subject to market conditions, up to $54,925 in shares of the Common
Stock, but may not acquire any additional shares for two years from the date
thereof, without the Issuer's written approval.
(b)-(j) Paragraphs (b)-(j) of Item 4 are inapplicable.
Item 5. Interest in Securities of the Issuer
(a)-(b) Reference is made to Items 7 through 13 of the Schedule 13D
on pages 2-4 and Item 2 of the Addendum to the Schedule 13D on page 6, which
items are incorporated by reference herein, for the description of the
beneficial ownership of each reporting person herein.
None of the persons named in Item 2, other than Quarterdeck, QEP and
Mr. Kutler, beneficially owns or controls any securities of the Issuer.
(c) None of the persons referred to in Item 5(a) has effected any
transactions in the Issuer's Common Stock during the past 60 days, except as set
forth in Item 2 of this Addendum.
(d)-(e) Paragraphs (d)-(e) of Item 5 are inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
As disclosed in Item 4 above, the Term Sheet contemplates that the
Issuer will execute the Convertible Debenture, which would grant Quarterdeck the
right to acquire an additional 63,005 shares of Common Stock at a conversion
rate of $8.00 per share commencing 120 days after the Closing Date.
<PAGE> 8
CUSIP No. 020799 10 2 Page 8 of 15
Item 7. Material to be Filed as Exhibits
The following exhibits are attached to this Schedule 13D:
Exhibit A - $1 Million Private Placement Term Sheet, dated
June 28, 1998, by and between Venturian Corp. and Quarterdeck Equity Partners,
Inc.
Exhibit B - Agreement With Respect to Joint Filing, dated
July 10, 1998, by and among Quarterdeck Public Equities, LLC, Quarterdeck Equity
Partners, Inc. and Mr. Jon B. Kutler.
<PAGE> 9
CUSIP No. 020799 10 2 Page 9 of 15
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: July 10, 1998
QUARTERDECK PUBLIC EQUITIES, LLC
a limited liability company
organized under the laws of Delaware
By: QUARTERDECK EQUITY
PARTNERS, INC.
Its: Managing Member
/s/ JON B. KUTLER
-----------------------------
By: Jon B. Kutler
Its: Chairman
QUARTERDECK EQUITY PARTNERS, INC.
a corporation organized under the
laws of Delaware
/s/ JON B. KUTLER
----------------------------------
By: Jon B. Kutler
Its: Chairman
JON B. KUTLER
an individual
/s/ JON B. KUTLER
----------------------------------
<PAGE> 10
CUSIP No. 020799 10 2 Page 10 of 15
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------ -------
<S> <C>
1 $1 Million Private Placement Term Sheet, dated June
28, 1998, by and between Venturian Corp. and
Quarterdeck Equity Partners, Inc.
2 Agreement With Respect to Joint Filing, dated July
10, 1998, by and among Quarterdeck Public Equities,
LLC, Quarterdeck Equity Partners, Inc. and Mr. Jon
B. Kutler.
</TABLE>
<PAGE> 1
EXHIBIT 1
CONFIDENTIAL
June 28, 1998
$1 MILLION PRIVATE PLACEMENT TERM SHEET CONSISTING OF:
$504,040 IN SUBORDINATED CONVERTIBLE DEBENTURES;
$441,035 COMMON STOCK; AND UP TO
$54,925 IN POTENTIAL AFTER MARKET SUPPORT
ISSUER: Venturian Corp. (the "Company")
PLACEMENT AGENT: Quarterdeck Investment Partners, Inc. ("QIP")
PURCHASER: Quarterdeck Equity Partners, Inc. or affiliated entities
("QEP")
SECURITIES: 1) 63,005 shares of common stock at $7 per share (the
"Shares"); and
2) $504,040 in convertible debentures (the "Debentures")
convertible into shares of common stock (the "Conversion
Shares").
The issuance of these securities will be made at closing
(collectively the "Transaction").
The Company represents that its pre-issue, fully-diluted
shares outstanding will be 1,134,076 such that the Shares and
the Conversion Shares (as if converted on the Closing Date)
will each equal 5% of the then outstanding shares of common
stock after the Transaction (1,260,084 shares).
3) The Purchaser may, subject to market conditions, to
purchase in the open market, up to $54,925 in shares of
common stock.
CLOSING: Such time as is mutually convenient and agreed upon by the
Company and the Purchaser (the "Closing Date") upon
satisfaction of customary conditions to the parties obligation
to consummate the Transaction including, completion of the
Purchaser's due diligence, the documentation of the
Transaction and the approval of the Company's Board of
Directors (Gary Rappaport agrees to vote for and support the
Transaction). The desired Closing Date is projected to be no
later than two weeks from the receipt of written approval by
the Company of this term sheet.
COUPON: With respect to the Debentures, payable quarterly in cash on
January 1st, April 1st, July 1st, and October 1st, at an
annual rate of 11%. Any interest due on Debentures that are
converted during a quarter shall be paid on the Conversion
Date.
<PAGE> 2
CONVERSION TERMS: The Debentures are convertible into shares of common stock
at the request of the Purchaser no earlier than 120 days
and no later than three (3) years from the Closing Date
(the "Conversion Period"). In the event that any Debentures
remain outstanding on the third (3rd) anniversary of the
Closing Date, all remaining Debentures must be converted on
such date.
CONVERSION PRICE: The Debentures may be converted into common stock at a
price equal to $8 per share subject to adjustment ((i) for
stock dividends, stock splits or similar events, and (ii)
on a weighted average basis to prevent dilution in the
event that the Issuer issues additional shares at
purchase price less than $8 per share or the subsequent
applicable conversion price).
CONVERSION DATE: The conversion date ("Conversion Date") shall be the date
on which the Purchaser serves the Issuer with a notice of
conversion via facsimile. The Purchaser will deliver to the
Issuer an original notice of conversion and the original
Debentures to be converted within five business days from
Conversion Date. The Issuer will then deliver to the
Purchaser within three business days the Conversion Shares.
CONFLICT WAIVER: Issuer acknowledges that QIP and QEP are affiliated
entities and waives any claim of any potential conflict of
interest related to this Transaction.
STANDSTILL: The Purchaser agrees not to increase its investment in the
Company over and above that provided in this term sheet,
without the Company's written approval, for a period of two
years from the date hereof.
FEES AND EXPENSES: The agreement dated June 6, 1998 between QIP and the Issuer
(the "Agreement") will be modified so that the cash fee
obligation of the Issuer to the Placement Agent will be an
amount equal to 1.5% of the total dollars funded in this
Transaction (instead of the 3% as provided for in the
Agreement), plus the reimbursement of QIP's and QEP's
out-of-pocket expenses associated with processing and
closing the Transaction.
BOARD OF DIRECTORS: Upon the Purchaser's request, the Company agrees to
nominate Jon B. Kutler (Chairman of QEP) to the Board of
Directors of the Company and the Company, Gary Rapapport
and affiliated entities agree to support such election, for
as long as QEP holds 75% of the Shares, Debentures or
Conversion Shares.
<PAGE> 3
ANNOUNCEMENT: QEP and the Company will jointly make a public announcement
upon execution of this term sheet.
DOCUMENTS: Definitive documentation for the Transaction shall contain
customary representation, warranties and conversion shall be
mutually acceptable to the parties.
Accepted and Agreed to Accepted and Agreed to
[SIG] [SIG]
- ------------------------------- -------------------------------
Gary Rappaport Jon B. Kutler
Chief Executive Officer Chairman
Venturian Corp. Quarterdeck Equity Partners, Inc.
<PAGE> 4
Hopkins, MN
Los Angeles, CA
June 29, 1998
VENTURIAN TO PARTICIPATE IN INDUSTRY
CONSOLIDATION:
RETAINS INVESTMENT BANKER
AEROSPACE/DEFENSE FUND TO PURCHASE 10% OF COMPANY
Hopkins, MN, June 29, 1998 - Venturian Corporation (NASDAQ: VENT) today
announced a major strategic initiative to position the Company to become
proactive in the consolidation of the supplier base of the global defense
industry.
Venturian has retained Quarterdeck Investment Partners, Inc. (QIP) as its
financial advisor to work with the Company in the review and implementation of
its strategic alternatives to maximize shareholder value in light of this
ongoing consolidation. Based in Washington, DC and Los Angeles, California,
Quarterdeck is the leading investment bank focusing exclusively in the global
aerospace and defense markets. In making the announcement, Gary B. Rappaport,
Chief Executive Officer said, "Quarterdeck's depth of industry knowledge and
relationships make it uniquely qualified to assist Venturian."
In recognition of the confidence that Quarterdeck Investment Partners, Inc.
possesses in Venturian's ability to execute a value enhancement strategy,
Quarterdeck's buyout affiliate, Quarterdeck Equity Partners, Inc. (QEP) has
entered into a letter of intent to purchase from the Company 63,005 shares of
Venturian at $7 per share. It will also purchase $504,040 of an 11% convertible
debenture, convertible into Venturian stock at $8 per share. Upon conversion of
the debentures, QEP would own 10% of the Company's outstanding stock and be
Venturian's second largest shareholder behind Gary Rappaport. "The defense
industry supplier base is undergoing a rapid period of consolidation," said Jon
B. Kutler, QEP's Chairman. "There are numerous examples of companies that have
created a great deal of shareholder value through the consolidation of the
prime contractor base. We strongly believe that the Venturian team is well
positioned to yield similar returns through the rationalization of the defense
subcontractor base and we look forward to providing the capital required to
back them in that plan."
QEP's investment is subject to the approval of the Board of Directors of
Venturian, and the execution of definitive documentation.
Venturian Corporation, through its wholly owned subsidiary, Napco International
Inc., manufactures and supplies a wide variety of defense-related products to
governments and commercial customers around the world. Venturian also owns 45%
of ATIO Corporation USA, Inc., provider of customer contact automation software
under the trade name CyberCall(R).
-30-
Contacts:
Gary B. Rappaport Jon B. Kutler
Chief Executive Officer Chairman
Venturian Corp. Quarterdeck Equity Partners, Inc.
Phone: (612) 931-2420 Phone: (310) 788-5573
<PAGE> 1
EXHIBIT 2
AGREEMENT WITH RESPECT TO JOINT FILING
THIS AGREEMENT is made as of this 10th day of July, 1998, by and among the
undersigned parties.
WHEREAS, pursuant to Rules 13d-1 and 13d-2 of the Securities and Exchange
Commission (the "Commission"), promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), each of the undersigned parties is
obligated to file with the Commission, and from time to time to file with the
Commission amendments to, a Schedule 13D relating to shares of the Common
Stock, $1.00 par value, of Venturian Corp., a Minnesota corporation.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, the parties hereto agree as follows:
The parties, from time to time, will file one statement containing the
information required by Schedule 13D on behalf of each of them in satisfaction
of the obligation of each of them under Exchange Act Rules 13d-1 and 13d-2.
Each party is responsible for the completeness and accuracy of only that
information relating to him or its respective executive officers and directors
and controlling persons, and is not responsible for the completeness or
accuracy or any information concerning any other party. The execution of any
statement by each party shall constitute a representation by such party that it
neither knows nor has reason to believe that any information concerning any
other party contained in such statement is inaccurate at the time of such
execution.
IN WITNESS WHEREOF, the undersigned have signed this Agreement or caused
this agreement to be executed by its duly authorized officers as of the date
first above written.
QUARTERDECK PUBLIC EQUITIES, LLC
a Delaware limited liability company
By: QUARTERDECK EQUITY PARTNERS, INC.
Its: Managing Member
/s/ JON B. KUTLER
--------------------------------------
By: Jon B. Kutler
Its: Chairman
QUARTERDECK EQUITY PARTNERS, INC.
a Delaware corporation
/s/ JON B. KUTLER
--------------------------------------
By: Jon B. Kutler
Its: Chairman
JON B. KUTLER
an individual
/s/ JON B. KUTLER
--------------------------------------
2
