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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO._________ )1
EDAC TECHNOLOGIES CORPORATION
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(Name of Issuer)
Common Stock, par value $.0025
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(Title of Class of Securities)
279285 10 0
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(CUSIP Number)
Robert P. Luzzi
Edac Technologies Corporation
1790 New Britain Avenue
Farmington, Connecticut 06032
Telephone: 860-677-2603
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1996
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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-l (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-l (a) for other parties to whom
copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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(1) 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 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
CUSIP NO. 279285 10 0 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert P. Luzzi
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 193,143.3
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 0
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9 SOLE DISPOSITIVE POWER
193,143.3
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,143.3
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14 TYPE OF REPORTING PERSON*
IN
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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.
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CUSIP NO. 279285 10 0 PAGE 3 OF 5 PAGES
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Item 1. Security and Issuer.
Common Stock, par value $.0025
Edac Technologies Corporation
1790 New Britain Avenue
Farmington, CT 06032
Item 2. Identity and Background.
Robert P. Luzzi was a partner of G.I. Keg Company, a Connecticut
general partnership ("Keg"), formed for the purpose of purchasing shares
of the common shares of Edac Technologies Corporation ("Stock"). On
December 31, 1996, Keg was dissolved and 171,782.8 shares of the Stock
formerly held by Keg have been or will be distributed to Robert P.
Luzzi.
(a) Robert P. Luzzi
(b) Business address: 1790 New Britain Avenue
Farmington, CT 06032
(c) Consultant
Edac Technologies Corporation
1790 New Britain Avenue
Farmington, CT 06032
(d) No
(e) No
(f) United States
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Robert P. Luzzi received 171,782.8 shares of Stock by
distribution due to the dissolution of Keg. Robert P. Luzzi has no present
plans or proposals that relate to or could result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
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CUSIP NO. 279285 10 0 PAGE 4 OF 5 PAGES
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Item 5. Interest in Securities of the Issuer.
(a) Robert P. Luzzi beneficially owns 193,143.3 shares
representing 5.1% of the outstanding Stock as of January 2, 1997.
(b) Sole voting power: 193,143.3
Shared voting power: 0
Sole dispositive power: 193,143.3
Shared dispositive power: 0
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Robert P. Luzzi has an option to purchase 2,000 shares of Stock
from Edac.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Granting Agreement (between Robert P. Luzzi and
Edac).
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CUSIP NO. 279285 10 0 PAGE 5 OF 5 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Date: January 10, 1997
/S/
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Robert P. Luzzi
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EXHIBIT A
GRANTING AGREEMENT UNDER THE
EDAC TECHNOLOGIES CORPORATION
1991 STOCK OPTION PLAN
THIS AGREEMENT, dated May 23, 1996, between ROBERT P. LUZZI ("Optionee")
and EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation (the "Company").
RECITALS
A. The Company has adopted the Company's 1991 Stock Option Plan (the
"Plan"), which was approved by its Board of Directors on December 5, 1991 and
is administered by the Compensation Committee of the Board of Directors (the
"Committee"). A copy of the Plan is attached to this Agreement.
B. The Committee has selected Optionee as a participant in the Plan.
C. Pursuant to the Plan, Optionee and the Company desire to enter into
this Agreement setting forth the terms and conditions of the options granted to
Optionee under the Plan.
AGREEMENTS
The Optionee and the Company agree as follows:
1. Grant of Incentive Stock Option. The Company grants to Optionee the
right and option (hereinafter referred to as the "Option") to purchase all or
any part of up to 2,000 shares of the Company's common stock (the "Option
Shares") on the terms and conditions set forth below.
2. Definitions. Except as otherwise provided, the definitions of the Plan
shall apply to this Agreement.
3. Option Price. The purchase price of the Option Shares shall be $1.375
per share.
4. Exercise of Option. Commencing with a date one year after the date of
this Agreement, Optionee may purchase all of the Option Shares. Optionee's
right to
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exercise the Option expires on the day prior to the fifth anniversary of the
date of this Agreement (the "Option Period").
5. Lapse of Option. The Option shall lapse on the earlier to occur of the
expiration of the Option Period or at the time specified below:
(a) if Optionee dies while employed by the Company or a subsidiary (or
while serving as a director, agent or consultant) or after termination of
employment by retirement after age 60 or as described in subparagraph (b) and
prior to lapse as specified in such subparagraph, the Option shall lapse at
close of business at the end of the 365th day after the date of death;
(b) if Optionee's employment with the Company or a subsidiary terminates
on account of Permanent Disability (if such Permanent Disability occurs during
such Optionee's engagement as a director, agent or consultant), the Option
shall lapse at close of business at the end of the 90th day after the date of
termination of employment; or
(c) if Optionee's employment with the Company or a subsidiary terminates
in any manner not specified above or if the Optionee's employer ceases to be a
Subsidiary of the Company, or if a director is not reelected as a director
other than at the request of management or such consultant's or agent's
engagement is terminated by Company, the Option shall lapse as described in the
Plan.
6. Nontransferability of Option. Options shall not be transferable other
than by will or the laws of descent and distribution and shall be exercisable,
during the Optionee's lifetime, only by him.
7. Delivery by the Company. As soon as practicable after receipt of all
items referred to in the Plan and any payment required by paragraph 3 of this
Agreement, the Company shall deliver to the Optionee certificates issued in
Optionee's name for the number of Option Shares purchased by exercise of the
Option. If delivery is by mail, delivery of Option Shares shall be deemed
effected when a stock transfer agent of the Company shall have deposited the
certificates in the United States mail, addressed to the Optionee.
8. General Restriction on Transfer of Shares. Unless waived by the
Committee, Optionee may not, during his life or upon his death, sell, transfer,
give, assign, bequeath, pledge or otherwise encumber, or divest himself of
ownership or control of all or any part of the Option Shares which he acquires
under the terms of the Plan and this Agreement, whether voluntarily or by
operation of law, for a period of two years after the date Optionee acquires
the shares and, in any event, except in accordance
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with the terms of this Agreement and such other restrictions as may be imposed
from time to time under the Plan.
9. Legend on Share Certificates. So long as required by applicable law
(in the sole opinion of legal counsel to the Company), each certificate
representing Option Shares issued and outstanding to Optionee shall have
endorsed thereon the following legend:
The transfer of shares of stock represented by this certificate is
restricted by and subject to the terms of an agreement, a copy of
which is on file with the Secretary of Edac Technologies Corporation
and will be furnished to any interested party upon request.
10. Addresses. All notices or statements required to be given to either
party hereto shall be in writing and shall be personally delivered or sent, in
the case of the Company, to its principal business office and, in the case of
Optionee, to his address as shown on the records of the Company or to such
address as Optionee designates in writing. Notice of any change of address
shall be sent to the other party by registered or certified mail. It shall be
conclusively presumed that any notice or statement properly addressed and
mailed bearing the required postage stamps has been delivered to the party to
which it is addressed.
11. Restrictions Imposed by Law. Notwithstanding any other provision of
this Agreement, Optionee agrees that he shall not exercise the Option and that
the Company will not be obligated to deliver any shares of Common Stock or make
any cash payment if counsel to the Company determines that such exercise,
delivery or payment would violate any law or regulation of any governmental
authority or any agreement between the Company and any national securities
exchange upon which the Common Stock is listed. The Company shall in no event
be obliged to take any affirmative action in order to cause the exercise of the
Option or the resulting delivery of shares of Common Stock or other payment to
comply with any law or regulation of any governmental authority.
12. Employment. Nothing in this Agreement or the Plan shall limit the
right of the Company or subsidiary to terminate the Optionee's employment or
otherwise impose any obligation to employ the Optionee.
13. Liability for Taxes. As a condition to issuance of the Option Shares
upon exercise of the Option, Optionee authorized the Company to withhold from
any regular cash compensation payable to him, or, in the event Optionee is no
longer entitled to receive cash compensation from the Company to require
remittance by Optionee to
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Company of, any taxes required to be withheld by the Company as under any
applicable federal, state or local laws as a result of Optionee's exercise of
the Option.
14. Governing Laws. This Agreement shall be construed, administered and
governed in all respects under and by the laws of the State of Connecticut.
15. Provisions Consistent With Plan. This Agreement shall be construed to
be consistent with the provisions of the Plan. In the event of a conflict
between the provisions of the Plan shall prevail.
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Robert P. Luzzi
(Social Security No.
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EDAC TECHNOLOGIES CORPORATION
BY /S/
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