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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
VERTEX COMMUNICATIONS CORPORATION
(NAME OF ISSUER)
COMMON STOCK, $.10 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
925320 10 3
(CUSIP NUMBER)
JAMES D. CARTER
VERTEX COMMUNICATIONS CORPORATION
2600 NORTH LONGVIEW STREET
P.O. BOX 1277
KILGORE, TEXAS 75663
(903) 984-0555
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
JUNE 11, 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. [ ]
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. 925320 10 3 SCHEDULE 13D
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
HELDUR TONISSON
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
SC
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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 MR. TONISSON IS A STATELESS
PERSON WITH RESIDENCE IN SWITZERLAND.
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Number of Shares (7) Sole Voting Power 261,066
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Beneficially
Owned By (8) Shared Voting Power 261,066
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Each
Reporting (9) Sole Dispositive Power 261,066
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Person With
(10) Shared Dispositive Power 261,066
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 261,066
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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(13) Percent of Class Represented by Amount in Row (11) 5.2%1
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(14) Type of Reporting Person (See Instructions)
IN
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1 Based on 5,051,038 shares of Common Stock believed to be issued and
outstanding as of June 11, 1997.
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ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is
common stock, $.10 par value per share (the "Common Stock") of Vertex
Communications Corporation, a Texas corporation (the "Issuer"). The address of
the principal executive office of the Issuer is 2600 North Longview Street,
P.O. Box 1277, Kilgore, Texas 75663.
ITEM 2. IDENTITY AND BACKGROUND
Item 2(a)
Heldur Tonisson
Item 2(b)
Obere Rebhalde 27
CH-6340 Baar
Switzerland
Item 2(c)
Mr. Tonisson is a businessman.
Item 2(d)
During the past five years, Mr. Tonisson has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
Item 2(e)
During the last five years, Mr. Tonisson was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was not or is not 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.
Item 2(f)
Mr. Tonisson is a stateless person with residence in Switzerland.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Tonisson obtained the shares of Common Stock of the Issuer
when TIW Systems, Inc. ("TIW Systems") was merged with and into a wholly-owned
subsidiary of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Tonisson acquired his shares of Common Stock pursuant to the
acquisition of TIW Systems by the Issuer. Former TIW Systems shareholders
received approximately 0.1031461 shares of Common Stock, $0.10 par value, of
the Issuer, plus approximately $1.41743 in cash, in exchange for each share of
TIW Systems. Mr. Tonisson has no present intention of purchasing or selling
any shares of Common Stock at any time in open market transactions, privately
negotiated transactions, or otherwise. Mr. Tonisson has no present plans or
proposals that related to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a)
Mr. Tonisson beneficially owns 261,066 shares of Common Stock. The
number of shares of Common Stock believed to be issued and outstanding as of
June 11,1997 for purposes of this Schedule 13D is 5,051,038 shares. Therefore,
Mr. Tonisson is deemed to beneficially own 5.2 percent of the issued and
outstanding shares of Common Stock.
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Item 5(b)
Mr. Tonisson has sole voting and dispositive power of these 261,066
shares.
Item 5(c)
Except as otherwise described herein, Mr. Tonisson has not effected
any transaction in the Common Stock of the Issuer during the time period
commencing 60 days preceding the date of the event that required the filing of
this Schedule 13D through the date hereof.
Item 5(d)
No person other than Mr. Tonisson has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, Common Stock of the Issuer with respect to which this filing is made.
Item 5(e)
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr.Tonisson and any other person with respect to
the shares of Common Stock deemed to be beneficially owned by Mr.Tonisson.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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SIGNATURES
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.
June 18, 1997
/s/ Heldur Tonisson
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Heldur Tonisson
