UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 7)*
REFLECTONE, INC. .
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.10 PER SHARE
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(Title of Class of Securities)
758 657 100
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(CUSIP Number)
Harvey Goldman, Esq.
Steel Hector & Davis LLP
200 South Biscayne Boulevard
Suite 4000
Miami, Florida 33131
(305) 577-7000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MAY 20, 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).
THIS DOCUMENT CONSISTS OF 8 PAGES
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SCHEDULE 13D
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CUSIP NO. 758 657 100 Page 2 of 8 Pages
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
British Aerospace Public Limited Company
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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*
WC
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5 CHECK BOX 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
England
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NUMBER OF 7 SOLE VOTING POWER
SHARES None
---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
---------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
---------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
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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)
0%
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14 TYPE OF REPORTING PERSON*
CO
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*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>
SCHEDULE 13D
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CUSIP NO. 758 657 100 Page 3 of 8 Pages
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
British Aerospace Holdings, Inc.
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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*
AF
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5 CHECK BOX 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
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES None
---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
---------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
---------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON*
CO
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*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>
(AMENDMENT NO. 7)
INTRODUCTORY STATEMENT
This Amendment No. 7 to Schedule 13D is filed by British Aerospace
Public Limited Company ("Parent"), an English corporation and British Aerospace
Holdings, Inc. ("Holdings"), a Delaware corporation and wholly-owned subsidiary
of Parent. Parent and Holdings are sometimes collectively referred to herein as
the "Reporting Persons."
All conditions precedent to the consummation of the Merger (as such
term was defined under Item 6 of Amendment No. 6 to the Statement) were
satisfied and the Merger Agreement was approved by the shareholders of
Reflectone at the special meeting of shareholders of Reflectone held on May 20,
1997. On May 20, 1997, the Articles of Merger were duly filed with the
Department of State of the State of Florida, and the Merger became effective on
May 20, 1997.
As a result of the consummation of the Merger on May 20, 1997, each of
the 100 shares of common stock, par value $.01 per share, of Bar Mergerco, Inc.
issued and outstanding immediately prior to the effective time of the Merger was
converted into and exchanged for one newly and validly issued, fully paid and
nonassessable share of common stock, par value $.10 per share, of the surviving
corporation ("Surviving Corporation Common Stock"). Each share of Common Stock,
and 8% Cumulative Convertible Preferred Stock, par value $1.00 per share, of the
Company owned by Holdings immediately prior to the effective time of the Merger,
as well as each share of capital stock of Reflectone that was held in the
treasury of Reflectone immediately prior to the effective time of the Merger,
was canceled and extinguished without any conversion right thereof and without
any consideration payable therefor. Each share of Common Stock issued and
outstanding immediately prior to the effective time of the Merger (other than
any shares owned by Holdings or held in the treasury of Reflectone) was
converted into and represented the right to receive an amount in cash equal to
$24.00, payable to the holder thereof, without any interest thereon, less any
required back-up withholding taxes. Holdings is the beneficial owner of all of
the Surviving Corporation Common Stock. As the owner of all of the capital stock
of Holdings, Parent indirectly owns the entire equity interest in the Surviving
Corporation.
On May 22, 1997, the Issuer filed a Form 15 terminating registration of
its Common Stock under Section 12 of the Securities Exchange Act, as amended
(the "Act"), and, as a result, the Common Stock ceased to be authorized to be
quoted on the Nasdaq National Market. Consequently, the Common Stock of the
Issuer is no longer an "equity security" as defined in Rule 13d-1(d) as
promulgated under the Act and the Reporting Persons are no longer required to
file reports under Section 13 of the Act.
Item 1. SECURITY AND ISSUER.
This Amendment No. 7 to Schedule 13D (the "Statement") relates to the
Common Stock, par value $.10 per share ("Common Stock"), of Reflectone, Inc.
("Reflectone" or the "Issuer"). The principal executive offices of Reflectone
are located at 4908 Tampa West Boulevard, Tampa, Florida 33634-2481.
4
<PAGE>
Item 2. IDENTITY AND BACKGROUND.
Reference is made to Item 2 of the Statement as amended by Amendment
No. 6 to the Statement, filed February 24, 1997.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Reference is made to Item 3 of the Statement as amended by Amendment
No. 6 to the Statement, filed February 24, 1997.
Item 4. PURPOSE OF TRANSACTION.
As described in the Introductory Statement, the transaction requiring
this amendment to Schedule 13D is the consummation of the Merger and the
resulting termination of the Issuer's registration of its Common Stock under
Section 12(g) of the Act by filing a Form 15 with the SEC and ceasing to be
authorized to be quoted on the Nasdaq National Market. Consequently, the Common
Stock of the Issuer is no longer an "equity security" as defined in Rule
13d-1(d) as promulgated under the Act and the Reporting Persons are no longer
required to file reports under Section 13 of the Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Reference is made to Item 5 of the Statement as amended by Amendment
No. 6 to the Statement, filed February 24, 1997. The text of Item 5 is hereby
amended as follows:
As described in the Introductory Statement, the transaction requiring
this Amendment to Schedule 13D is the consummation of the Merger and the
resulting termination of the Issuer's registration of the Common Stock under the
Act.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP
WITH RESPECT TO SECURITIES OF THE ISSUER.
Reference is made to Item 6 of the Statement as amended by Amendment
No. 6 to the Statement, filed February 24, 1997.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement, dated as of February 24, 1997, between
Parent and Holdings in relation to the filing of the Statement.
5
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: May 27, 1997 BRITISH AEROSPACE PUBLIC
LIMITED COMPANY
By:/S/ DAVID S. PARKES
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Name: David S. Parkes
Title: Assistant Secretary
Dated: May 27, 1997 BRITISH AEROSPACE
HOLDINGS, INC.
By:/S/ CHARLES E. GABA
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Name: Charles E. Gaba
Title: Vice President, General
Counsel and Secretary
6
<PAGE>
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
1 Joint Filing Agreement, dated as of February 8
24, 1997, between Parent and Holdings in
relation to the filing of the Statement.
7
EXHIBIT 1
SCHEDULE 13D
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing on behalf of
each of them of Amendment No. 6 to the Schedule 13D to which this Agreement is
an Exhibit and to all subsequent amendments, and agree that this Agreement is to
be included as an Exhibit to any such joint filing. This Agreement may be
executed in any number of counterparts all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing
Agreement as of this 24th day of February, 1997.
BRITISH AEROSPACE PUBLIC
LIMITED COMPANY
By: /S/ DAVID S. PARKES
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Name: David S. Parkes
Title: Assistant Secretary
BRITISH AEROSPACE HOLDINGS, INC.
By: /S/ CHARLES E. GABA
------------------------------
Name: Charles E. Gaba
Title: Vice President, General
Counsel and Secretary
8
