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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. 3 )*
MICROFRAME, INC.
----------------------------------------------------------------------
(Name of Issuer
Common Stock, $.001 par value
----------------------------------------------------------------------
(Title of Class of Securities)
594915-10-0 (pre-split); 594915-20-9 (post-split)
-----------------------------------------------------------
(CUSIP Number)
James Alterbaum, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
(212) 704- 6272
-----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 25, 1996
(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).
<PAGE>
================================================================================
Schedule 13D
CUSIP No. 594915-10-0 (pre- Page 2 of 7 Pages
split); 594915-20-9 (post-split)
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael Radomsky
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
N/A
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
312,670
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 312,670
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,670
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2 of 7 Pages
<PAGE>
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Schedule 13D
CUSIP No. 594915-10-0 (pre- Page 3 of 7 Pages
split); 594915-20-9 (post-split)
================================================================================
INTRODUCTION
This amendment to the Schedule 13D (the "Statement") is being filed
by Michael Radomsky. This Statement restates (except for previously filed paper
exhibits) the entire text of the Schedule 13D, but omits information no longer
applicable and reflects transactions after the Original Schedule 13D even if not
required to be reported on this or previously filed amendments.
In September 1993, MicroFrame, Inc., a New Jersey corporation (the
"Company"), the issuer of the security to which this Statement pertains effected
a 1 for 5 reverse stock split of the Company's Common Stock. All disclosures in
this Statement regarding stock ownership and per share price amounts reflect
post-split numbers.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, $.001 par value per share
("Common Stock"), of the Company. The principal executive offices of the Company
are located at 21 Meridian Road, Edison, New Jersey 08820.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is being filed by Michael Radomsky.
(b) The business address of Mr. Radomsky is c/o MicroFrame,
Inc., 21 Meridian Road, Edison, New Jersey 08820.
(c) The principal occupation or employment of Mr. Radomsky is
the Executive Vice President and a director of the
Company.
The Company designs, develops and markets a broad range of
security, network management and remote maintenance
products for voice and data communications network.
(d) During the last five years, Mr. Radomsky has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) during the last five years, Mr. Radomsky has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is to 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. Radomsky is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) In the original 13D dated March 18, 1990 ("Original 13D"),
Mr. Radomsky reported that he acquired 1,000,000
(pre-split) shares for $11,000 using personal funds. In
addition he disclosed that he had an option to acquire
100,000 (pre-split) shares for $.03 per share exercisable
during the following five year period commencing on
January 1, 1990.
3 of 7 Pages
<PAGE>
================================================================================
Schedule 13D
CUSIP No. 594915-10-0 (pre- Page 4 of 7 Pages
split); 594915-20-9 (post-split)
================================================================================
ITEM 3. CONT. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Radomsky exercised his option and acquired the 100,000
(pre-split) shares of Common Stock for $3,000. The funds
used by Mr. Radomsky to purchase such shares of Common
Stock were the personal funds of Mr. Radomsky.
(b) In Amendment No. 1 to the Original 13D dated August 20,
1990 ("Amendment No. 1"), Mr. Radomsky reported that on
April 26, 1990, he sold 245,833 (pre-split) shares of
Common Stock to David Gould and 4,167 (pre-split) shares
of Common Stock to Robert Groll pursuant to an agreement
between Mr. Gould and Mr. Radomsky. In addition, Mr. Groll
acquired 12,500 (pre-split) shares of Common Stock from
Mr. Radomsky upon the exercise of an option to acquire
such shares among Mr. Radomsky, William H. Whitney,
Stephen M. Deixler, Mr. Gould and Mr. Groll. As a result
of the above exercise of stock options Mr. Radomsky sold
262,600 (pre-split) shares of Common Stock for an
aggregate sale price of $2,625.
(c) In Amendment No. 2 to the Original 13D dated July 1, 1991
("Amendment No.2"), Mr. Radomsky reported that on June 11,
1991 the Issuer issued Mr. Radomsky 234,520 (pre-split) in
consideration of the termination of long-term debt of the
Issuer to Mr. Radomsky in the amount of $70,357 owed to
him by the Issuer. The long-term debt was converted at the
rate of $.30 per share.
The remaining 98,266 shares of Common Stock beneficially owned by Mr.
Radomsky are unexercised stock options, which he has the right to acquire within
60 days.
ITEM 4. PURPOSE OF TRANSACTION.
The securities of the Company held by Mr. Radomsky were acquired and
are being held, as an investment. Mr. Radomsky has no present plans or proposals
which relate to or would result in: (a) the acquisition or disposition by any
person of additional securities of the Company (although Mr. Radomsky retains
the right to exercise at any time and from time to time in his discretion the
warrants and the stock options to acquire additional shares of Common Stock
described in Item 5 or to purchase or sell equity securities of the Company
owned by him in open market or in privately negotiated transactions as
circumstances warrant), (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation involving the Company or any of its
subsidiaries, (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries, (d) any change, in the present board of
directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board, (e) any material change in the present capitalization or dividend policy
of the Company, (f) any other material change in the Company's business or
corporate structure, (g) any change in the Company's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person, (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
cease being authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934 or (j) any action
similar to any of those enumerated above.
4 of 7 Pages
<PAGE>
================================================================================
Schedule 13D
CUSIP No. 594915-10-0 (pre- Page 5 of 7 Pages
split); 594915-20-9 (post-split)
================================================================================
ITEM 5. INTEREST IN SECURITY OF THE ISSUER.
(a) & (b) The following table sets forth the separate beneficial
ownership (and information concerning voting and dispositive power) of Michael
Radomsky as of September 25, 1996:
Number of Percent
Name Shares (1) of Class (2)
- ---- ---------- ------------
Michael Radomsky 312,670 (3) 6.4%
- --------------------
(1) Michael Radomsky has sole voting and dispositive power with respect to the
shares owned by him.
(2) Percent of Class assumes the issuance of the Common Stock upon the exercise
of stock options (to the extent exercisable on or within 60 days after
January 31, 1997) deemed beneficially owned by Mr. Radomsky, but by no
other person or entity.
(3) Includes 98,266 shares of Common Stock subject to stock options which are
exercisable within 60 days.
(c) On April 13, 1995, Mr. Radomsky was granted a Stock Option under
the Company's 1994 Stock Option Plan to purchase 2,208 shares of Common Stock at
an exercise price of $2.87 per share, which option became exercisable as to 736
shares on each of April 3, 1995, April 3, 1996, April 3, 1997, provided that Mr.
Radomsky serves as an employee on such dates. On April 17, 1995, Mr. Radomsky
was granted a Stock Option under the Company's 1994 Stock Option Plan to
purchase 6,000 shares of Common Stock at an exercise price of $2.56 per share,
which option was immediately exercisable. On September 25, 1996, Mr. Radomsky
was granted a Stock Option to purchase 90,000 shares of Common Stock at an
exercise price of $1.156 per share, which option is immediately exercisable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.
(a) Mr. Radomsky holds options granted under the 1994 Stock Option
Plan to purchase 2,208 shares of Common Stock at an exercise price of $2.87,
which option is presently exercisable as to 1,472 shares of Common Stock and
expires as to 736 shares of Common Stock on each of April 2, 2000 and April 2,
2001. The remaining shares of Common Stock pursuant to this stock option vest on
April 3, 1997 and expire on April 2, 2002.
(b) Mr. Radomsky holds options granted under the 1994 Stock Option
Plan to purchase 6,000 shares of Common Stock at an exercise price of $2.56,
which option is presently exercisable in full and expires on April 16, 2000. (c)
Mr. Radomsky holds options to purchase 90,000 shares of Common Stock at an
exercise price of $1.156, which option is presently exercisable in full and
expires on September 25, 2006.
5 of 7 Pages
<PAGE>
================================================================================
Schedule 13D
CUSIP No. 594915-10-0 (pre- Page 6 of 7 Pages
split); 594915-20-9 (post-split)
================================================================================
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following are exhibits to this Statement:
1(a) Non-employee Stock Option Agreement dated January 1, 1990
between the Company and Mr. Radomsky.*
1(b) Option Agreement dated January 27, 1986 between Michael
Radomsky and David Gould.*
1(c) Non-Qualified Stock Option Agreement dated September 25,
1996 between the Company and Mr. Radomsky.
* Previously filed
6 of 7 Pages
<PAGE>
================================================================================
Schedule 13D
CUSIP No. 594915-10-0 (pre- Page 7 of 7 Pages
split); 594915-20-9 (post-split)
================================================================================
Signature
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certify that the information set forth in
this Statement is true, complete and correct.
Dated: January 31, 1997
/s/ Michael Radomsky
----------------------------
Michael Radomsky
7 of 7 Pages
