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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
View Tech, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.0001 Par Value Per Share
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(Title of Class of Securities)
926707-10-0
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(CUSIP Number)
John L. Bronson, Esq., Jager, Smith, Stetler & Arata, P.C.
One Financial Center,
Boston, MA 02111
(617) 951-0500
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 31, 1997
-------------------------------------------------------------
(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 13-d1(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/A
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CUSIP NO. 926707-10-0 PAGE X OF X PAGES
- ----------------------- ---------------------
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Telcom Holding, LLC
04-3343863
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Massachusetts
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SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
975,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
975,000
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
975,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
14.6%
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TYPE OF REPORTING PERSON*
14
00
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page X of X pages
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SCHEDULE 13D
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CUSIP NO. 926707-10-0 PAGE X OF X PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul C. O'Brien
###-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
AF 00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF 81,250
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
975,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 81,250
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
975,000
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,056,250
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
15.6%
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TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page X of X pages
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SCHEDULE 13D
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CUSIP NO. 926707-10-0 PAGE X OF X PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark P. Kiley
###-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
AF 00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF 81,250
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
975,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 81,250
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
975,000
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,056,250
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
15.6%
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TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page X of X pages
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This Amendment No. 1 amends the statement on Schedule 13D (the "Schedule
13D") which was filed on January 27, 1997 by Telcom Holding, LLC, Paul C.
O'Brien and Mark P. Kiley with respect to the common stock, $.0001 par value, of
View Tech, Inc., a Delaware corporation. Capitalized terms used herein and not
otherwise defined herein have the meanings set forth in the Schedule 13D.
* * *
Paragraph (a) of Item 2 is hereby amended and restated as follows:
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by (i) Telcom Holding, LLC, a limited liability
company organized under the laws of Massachusetts ("Telcom"), with respect to
shares of Common Stock beneficially owned by it, (ii) Paul C. O'Brien, with
respect to shares of Common Stock beneficially owned by Telcom and shares
beneficially owned by Mr. O'Brien and (iii) Mark P. Kiley, with respect to
shares of Common Stock beneficially owned by Telcom and shares beneficially
owned by Mr. Kiley. The foregoing persons are hereinafter sometimes referred to
collectively as the "Reporting Persons." Mr. O'Brien and Mr. Kiley are the
managers of Telcom.
* * *
Item 3 is hereby amended and restated as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On January 15, 1997, Telcom purchased 170,455 shares of Common Stock and a
warrant to purchase 85,228 shares of Common Stock for an aggregate purchase
price of $750,000. The purchase was made with Telcom's investment capital,
which funds were provided by contemporaneous capital contributions by Telcom's
two initial Class A members, Barbara Cleary and William F. Connell, who
purchased their membership interests in Telcom in a transaction exempt from
registration under Section 5 of the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to Rule 505 of Regulation D thereunder.
On January 31, 1997, Telcom purchased 397,728 shares of Common Stock and a
warrant to purchase 198,864 shares of Common Stock for an aggregate purchase
price of $1,750,000. The purchase was made with Telcom's investment capital,
which funds were provided by contemporaneous capital contributions by additional
Class A members of Telcom and a loan to Telcom by Mr. O'Brien. The additional
Class A members are Airedale Trust, Robert J. Morrissey, Trustee; Thomas J.
Flatley; 1970 Flatley Family Trust dated June 19, 1970, Charles H. Cummings,
Jr., John P. Garrahan and Charlotte E. Flatley, Trustees; J.R. Fennell Limited
Partnership; and Paul C. O'Brien. The loan to Telcom by Mr. O'Brien was repaid
upon the admission of an additional Class A member
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of Telcom, John M. Connors, Jr. The Class A members purchased their membership
interests in Telcom in a transaction exempt from registration under Section 5 of
the Securities Act, pursuant to Rule 505 of Regulation D thereunder.
* * *
The second and fourth grammatical paragraphs of Item 4 are hereby amended and
restated, respectively, as follows:
ITEM 4. PURPOSE OF TRANSACTION.
* * *
View Tech designated January 15, 1997 as the date for an initial closing
with respect to Purchased Securities with an aggregate purchase price of
$750,000. On that date, Telcom acquired Purchased Securities comprising 170,455
shares of Common Stock and a Warrant to purchase 85,228 shares of Common Stock.
View Tech and Telcom designated January 31, 1997 (extended from January 30,
1997) as the date for a second closing with respect to Purchased Securities with
an aggregate purchase price of $1,750,000. On that date, Telcom acquired
Purchased Securities comprising 397,728 shares of Common Stock and a Warrant to
purchase 198,864 shares of Common Stock. Telcom's purchases were for investment
purposes. Telcom expects to acquire additional Purchased Securities as
contemplated by the Agreement, likewise for investment purposes.
* * *
In the event that Telcom purchases Purchased Securities with an aggregate
purchase price of at least $2,500,000, View Tech also agreed on December 31,
1996 (the "Additional Warrant Agreement") to issue to Messrs. O'Brien and Kiley
common stock purchase warrants ("Additional Warrants") in substantially the same
form and upon the same terms and conditions as the Warrants, covering in the
aggregate one-half the aggregate number of shares of Common Stock as are covered
by the Warrants which are included in the Purchased Securities. Upon the second
closing under the Agreement on January 31, 1997, Telcom's purchase of Purchased
Securities under the Agreement resulted in a cumulative aggregate purchase price
of $2,500,000 and Additional Warrants for 142,046 shares of Common Stock were
issued to Mr. O'Brien and Mr. Kiley, allocated equally between them. Any
further Additional Warrants will likewise be allocated equally.
* * *
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Paragraphs (a) through (d) of Item 5 are hereby amended and restated as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The approximate aggregate percentage of outstanding shares of Common
Stock owned by the Reporting Persons is based on 6,265,790 shares outstanding as
of February 4, 1997, as reported by View Tech to the Reporting Persons, and (i)
with respect to Telcom, 6,672,607 shares deemed to be outstanding as of February
4, 1997 including shares beneficially owned by Telcom, (ii) with respect to each
of Mr. O'Brien and Mr. Kiley, 6,753,857 shares deemed to be outstanding as of
February 4, 1997, including shares beneficially owned by them and (iii) with
respect to the Reporting Persons as a group, 6,835,107 shares deemed to be
outstanding as of February 4, 1997, including shares beneficially owned by them.
As of February 4, 1997:
(1) Telcom owns beneficially 975,000 shares of Common Stock,
constituting approximately 14.6% of the shares outstanding. Of such shares,
568,183 are outstanding, 284,092 are covered by Warrants and 122,725 represent
81,817 shares of Common Stock and Warrants for 40,908 shares issuable under the
Agreement.
(2) Mr. O'Brien (A) owns directly beneficially 81,250 shares of Common
Stock, based on 71,023 Additional Warrants issued and 10,227 Additional Warrants
that may become issuable to him under the Additional Warrant Agreement, and (B)
may, by reason of the provisions of Rule 16d-3 under the Securities Exchange Act
of 1934, as amended (the "Act"), be deemed to own beneficially 975,000 shares of
Common Stock (constituting approximately 14.6% of the shares outstanding) held
beneficially by Telcom. The foregoing shares constitute approximately 15.6% of
the shares outstanding.
(3) Mr. Kiley (A) owns directly beneficially 81,250 shares of Common
Stock, based on 71,023 Additional Warrants issued and 10,227 Additional Warrants
that may become issuable to him under the Additional Warrant Agreement, and (B)
may, by reason of the provisions of Rule 16d-3 under the Act, be deemed to own
beneficially 975,000 shares of Common Stock (constituting approximately 14.6% of
the shares outstanding) held beneficially by Telcom. The foregoing shares
constitute approximately 15.6% of the shares outstanding.
(4) In the aggregate, the Reporting Persons own beneficially 1,137,500
shares of Common Stock, constituting approximately 16.6% of the shares
outstanding.
(b) Telcom has the power to vote or to direct the voting of securities held
by Telcom, as well as investment power, including the power to dispose or to
direct the disposition of securities held by Telcom, which powers may be
exercised (and accordingly are shared) by Mr. O'Brien and Mr. Kiley jointly in
their capacity as managers of Telcom, provided, however, that the consent of all
Telcom's members and of its Class A members as a class is required for the sale
of all or a substantial portion of
<PAGE>
Telcom's assets, its merger or consolidation or its liquidation, dissolution and
winding up. Mr. O'Brien and Mr. Kiley each has sole voting and investment power
with respect to securities held by them individually.
(c) During the past 60 days, the only transactions in Common Stock that
were effected by the Reporting Persons were (i) the execution and delivery of
the Agreement and the Additional Warrant Agreement on December 31, 1996, (ii)
Telcom's purchase on January 15, 1997 of Purchased Securities comprising 170,455
shares of Common Stock and a Warrant to purchase 85,228 shares of Common Stock,
(iii) Telcom's purchase on January 31, 1997 of Purchased Securities comprising
397,728 shares of Common Stock and a Warrant to purchase 198,864 shares of
Common Stock and (iv) View Tech's issuance on January 31, 1997 of Additional
Warrants to purchase an aggregate of 140,046 shares of Common Stock to Mr.
O'Brien and Mr. Kiley.
(d) No person other than Telcom 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, Purchased Securities or Warrant Shares. No person other than Mr. O'Brien or
Mr. Kiley, respectively, 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, their
respective Additional Warrants or shares of Common Stock covered thereby.
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: February 10, 1997 TELCOM HOLDING, LLC
By: /s/ Paul C. O'Brien
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Paul C. O'Brien, Manager
By: /s/ Mark P. Kiley
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Mark P. Kiley, Manager
/s/ Paul C. O'Brien
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Paul C. O'Brien, individually
/s/ Mark P. Kiley
-------------------------------
Mark P. Kiley, individually
