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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)*
Under the Securities Exchange Act of 1934
AMERICAN TECHNICAL CERAMICS CORP.
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(Name of Issuer)
COMMON STOCK (PAR VALUE $.01 PER SHARE)
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(TITLE OF CLASS OF SECURITIES)
030137103
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(CUSIP Number)
KATHLEEN M. KELLY
AMERICAN TECHNICAL CERAMICS CORP.
ONE NORDEN LANE
HUNTINGTON STATION, NEW YORK 11746
(631) 622-4710
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 15, 2000
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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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CUSIP No. 030137103
1 Name of Reporting Person Victor Insetta
S.S. or I.R.S. Identification No.
of Above Person
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2 Check the Appropriate Box if (a) [X]
a Member of a Group (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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7 Sole Voting Power 4,452,130 (See Item 5)
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Number of Shares 8 Shared Voting Power 210,400 (See Item 5)
Beneficially Owned by
Reporting Person With -------------------------------------------------
9 Sole Dispositive Power 4,452,130 (See Item 5)
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10 Shared Dispositive Power 210,400 (See Item 5)
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11 Aggregate Amount Beneficially
Owned By Each Reporting Person 4,662,530 (See Item 5)
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12 Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [X]
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13 Percent of Class Represented 59.89% (See Item 5)
Amount in Row (11)
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14 Type of Reporting Person IN
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Amendment No. 5
to
Statement on Schedule 13D
under the
Securities Exchange Act of 1934, as amended
The undersigned hereby amends Item 5 of the Schedule 13D filed on October
18, 1985 (as amended, the "Schedule 13D") with respect to the Common Stock, par
value $.01 per share, of American Technical Ceramics Corp. (the "Company"). On
April 11, 2000, the Company declared a two-for-one split (the "Stock Split") of
its Common Stock to be effected in the form of a stock dividend payable on May
15, 2000 to holders of record on April 24, 2000. All of the share figures and
prices in this Amendment No. 5 have been adjusted to give effect to the Stock
Split. Unless otherwise indicated, all defined terms used herein shall have the
same meanings as those set forth in the previously filed Schedule 13D, as
amended.
Item 5. Interest in Securities of the Issuer.
(a) The first paragraph of subparagraph (a) of Item 5 is hereby
amended in its entirety to read as follows:
"The aggregate number and percentage of shares of Common Stock
beneficially owned by Mr. Insetta as of August 1, 2000 is 4,662,530 and 59.89%,
respectively, based upon 7,784,778 shares of Common Stock outstanding as of
April 27, 2000, as reported in the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 2000 (after giving effect to the Stock
Split). Of the 4,662,530 shares beneficially owned by Mr. Insetta, (i) 210,400
shares are owned by Joseph Colandrea and his wife, (ii) 4,000 shares of Common
Stock are issuable to Mr. Insetta at a price of $4.46875 per share upon the
exercise of certain options which are currently exercisable, and (iii) 1,000
shares of Common Stock are issuable to Mr. Insetta at a price of $4.40 per share
upon the exercise of certain options which are currently exercisable. Not
included in the 4,662,530 shares beneficially owned by Mr. Insetta are (i) 4,000
shares issuable at a price of $4.46875 per share upon the exercise of certain
options not yet exercisable, (ii) 3,000 shares issuable at a price of $4.40 per
share upon the exercise of certain options not yet exercisable, and (iii) 2,500
shares beneficially owned by Mr. Insetta's wife, of which Mr. Insetta disclaims
beneficial ownership. While Mr. Colandrea has the right pursuant to the
Shareholders' Agreement to require Mr. Insetta to vote his shares in favor of
the election of Mr. Colandrea as a director of the Company; Mr. Colandrea has
waived such right until further notice. Accordingly, Mr. Insetta currently has
sole voting power with respect to all of the 4,452,130 shares owned directly by
him. Mr. Insetta has sole dispositve power with respect to such shares.
Pursuant to the terms of the Shareholders' Agreement, Mr. Insetta may
be deemed to share voting and dispositive power over the shares owned by Mr.
Colandrea. Mr. Insetta disclaims beneficial ownership of such shares.
(b) The third sentence of the third paragraph of subparagraph (a) of
Item 5 is hereby amended in its entirety to read as follows:
"As of June 30, 2000, the number of shares of Common Stock owned by
Mr. Colandrea that were subject to the Shareholders' Agreement was 210,400; Mr.
Mezey sold all of his shares of Common Stock on November 22, 1985."
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(c) The Chart in Subparagraph (c) of Item 5 is hereby supplemented to
include the following information:
DATE TYPE OF TRANSACTION NUMBER OF SHARES PRICE PER SHARE
9/11/1998 Stock Bonus 40,908 $4.655
9/14/1999 Gift 4,000 $4.875
5/8/2000 Open Market Sale 10,400 $34.00
5/9/2000 Open Market Sale 2,000 $34.00
5/9/2000 Open Market Sale 1,800 $34.125
5/12/2000 Open Market Sale 10,400 $34.2404
5/15/2000 Open Market Sale 9,600 $34.00
5/16/2000 Open Market Sale 35,800 $35.166
6/15/2000 Open Market Sale 4,600 $40.7527
6/16/2000 Open Market Sale 12,000 $39.195
6/21/2000 Open Market Sale 39,900 $39.4582
6/22/2000 Open Market Sale 1,300 $39.00
6/26/2000 Open Market Sale 1,600 $39.9844
6/27/2000 Open Market Sale 6,500 $34.0538
7/24/2000 Gift 4,000 $26.3125
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SIGNATURE
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,
correct and complete.
Dated: September 8, 2000 /s/ Victor Insetta
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Victor Insetta
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