<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
ARC International Corporation
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
001905108
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(CUSIP Number)
Robert Johnston
c/o Polymer Group, Inc.
4838 Jenkins Avenue
North Charleston, South Carolina 29405
(803) 566-7293
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 16, 1999
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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(e), (f) or (g), check the following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).
(Continued on following pages)
Page 1 of 6 Pages
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CUSIP No. 001905108 13D Page 2 of 6 Pages
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NAME OF REPORTING PERSON
1
Robert Johnston
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Canada
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SOLE VOTING POWER
7
NUMBER OF 1,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Less than 0.1%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
-------------------
The class of equity security to which this Schedule 13D relates is the
common stock ("Common Stock"), no par value per share ("Share"), of
ARC International Corporation, an Ontario corporation (the "Issuer").
The principal executive offices of ARC are located at 4000 Chesswood
Drive, Downsview, Ontario, Canada M3J-2B9.
Item 2. Identity and Background.
-----------------------
This Statement is being filed by Robert Johnston by virtue of his
purchases of certain Shares, his election to the Board of Directors of
the Issuer on December 16, 1999, and his business relationship with
Jerry Zucker, who beneficially owns greater than 5% of the outstanding
Shares of the Common Stock.
(a) Names: The name of the Reporting Person is Robert Johnston.
(b) Business Address: The principal business address of Mr. Johnston
is 4838 Jenkins Avenue, North Charleston, SC 29405.
(c) Principal Occupation and the Name, Principal Business and Address
of any Corporation or Organization: Mr. Johnston is the Director
of Investor Relations of Polymer Group, Inc. The principal
business of Polymer Group, Inc. is the manufacture and marketing
of non-woven and woven polyolefin products. Mr. Johnston's
principal business address is 4838 Jenkins Avenue, North
Charleston, SC 29405.
(d) Criminal Proceedings: During the past five years, Mr. Johnston
has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Securities Laws: During the past five years, Mr. Johnston has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activity subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship: Mr. Johnston is a Canadian citizen.
Item 3. Source and Amount of Funds or Other Consideration.
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Mr. Johnston has purchased an aggregate of 1,000 Shares for total
consideration of $812.50. Such funds were provided from Mr.
Johnston's personal funds.
Page 3 of 6 Pages
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Item 4. Purpose of Transaction.
----------------------
Mr. Johnston purchased the Shares for investment purposes. On
December 16, 1999, Mr. Johnston was elected to the Board of Directors
of the Issuer at the request of Mr. Zucker following discussions
between Mr. Zucker and the Issuer. Mr. Johnston is the Director of
Investor Relations of Polymer Group, Inc. Mr. Zucker is the Chairman,
President and Chief Executive Officer of Polymer Group, Inc.
Mr. Johnston is continuing to review the performance of his
investments and his investment alternatives. As part of his ongoing
review of his investment in the Shares, Mr. Johnston may explore from
time to time a variety of alternatives, including the acquisition of
additional securities of the Issuer or the disposition of securities
of the Issuer in the open market or in privately negotiated
transactions. Mr. Johnston may explore other alternatives with
respect to his investment in the Shares, including but not limited to
an extraordinary corporate transaction involving the Issuer, changes
in the present Board or management of the Issuer, or changes in the
Issuer's business or corporate structure.
Although the foregoing reflects activities presently contemplated by
Mr. Johnston with respect to the Issuer, the foregoing is subject to
change at any time, and there can be no assurance that Mr. Johnston
will take any of the actions referred to above.
As a result of the appointment of Mr. Johnston as a director of the
Issuer at the request of Mr. Zucker, Mr. Johnston and Mr. Zucker may
be deemed to be members of a "group" within the meaning of Section 13
of the Securities Exchange Act of 1934. Mr. Johnston expressly
disclaims membership in a group with Mr. Zucker.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) Amount Beneficially Owned:
Mr. Johnston beneficially owns 1,000 Shares. Based on the
14,279,373 Shares outstanding as of November 12, 1999 as set
forth in the Issuer's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, as of the date of this
Statement, Mr. Johnston beneficially owns less than 0.1% of the
outstanding Shares.
(b) Number of Shares as to which Mr. Zucker has:
(i) Sole power to vote or to direct the vote:
1,000
Page 4 of 6 Pages
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(ii) Shared power to vote or to direct the vote:
-0-
(iii) Sole power to dispose or to direct the disposition of:
1,000
(iv) Shared power to dispose or to direct the disposition of:
-0-
(c) Transactions Within the Past 60 Days: In the past 60 days, the
following transactions have occurred involving Mr. Johnston.
<TABLE>
<CAPTION>
Person Who Effected Transaction Number of Price Per
the Transaction Date Shares Purchased Share
------------------- ----------- ---------------- ---------
<S> <C> <C> <C>
Robert Johnston November 30, 1999 1,000 $0.8125
</TABLE>
All purchases were effected through unsolicited brokers'
transactions on the American Stock Exchange.
(d) Right to Receive or Power to Direct: No person other than Mr.
Johnston has the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of the
Common Stock owned beneficially by Mr. Johnston.
(e) Date Reporting Person Ceased to be 5% Owner: Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer.
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None.
Item 7. Materials to be Filed as Exhibits.
---------------------------------
Press Release of the Issuer dated December 16, 1999 attached hereto as
Exhibit A.
Page 5 of 6 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: December 27, 1999
/s/ Robert Johnston
-------------------------------
Print Name: Robert Johnston
Page 6 of 6 Pages
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Exhibit A
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ARC International Names Robert Johnston to Board of Directors
December 16, 1999 2:30 PM EST
TORONTO--(BUSINESS WIRE)-- December 16, 1999--ARC International Corporation
(Amex: ATV), a developer and operator of ice skating facilities in North America
with significant equity stakes in Ballantyne of Omaha (NYSE: BTN) and Cabletel
Communications Corp. (Amex: TTV), today named Robert B. Johnston, 34, to its
board of directors, increasing its size to seven members.
Mr. Johnston is presently Director of Investor Relations for the Polymer Group,
Inc. (NYSE: PGI), a North Charleston, South Carolina-based technology-driven
developer, producer and marketer of engineered materials. Jerry Zucker, ARC's
largest shareholder, serves as Chairman, President and Chief Executive Officer
of the Polymer Group. Earlier this month, Mr. Zucker purchased 2.8 million ARC
shares in a private placement and he now holds approximately 4,326,500 shares,
or approximately 25.3%, of the Company's total shares outstanding.
A Canadian citizen, Mr. Johnston brings over a half dozen years of financial
analysis and strategic planning experience to his role on ARC's board as well as
a strong background in ice skating, having served as a hockey referee in Major
Junior and University leagues. He received his M.B.A. from Concordia University
in Montreal, Quebec in 1998, in addition to a M.A. in Public Policy and Public
Administration in 1993 and a B.A. in Political Science in 1991 from the same
institution.
Arnold S. Tenney, Chief Executive Officer of ARC, commented, "ARC welcomes a
deeper association with Mr. Zucker through this board appointment. We are proud
to have Robert on the ARC team and look forward to the benefit of his counsel."
ARC International Corporation is a leading developer and operator of, and
full-service equipment supplier to, ice skating facilities in North America with
six locations featuring 16 surfaces of ice. ARC also has significant equity
holdings in Cabletel Communications Corp., Canada's leading supplier of
broadband equipment, and Ballantyne of Omaha, America's leading manufacturer of
motion picture projection and specialty entertainment lighting equipment.
Additional corporate information is available at the Company's web site -
http://www.arc-atv.com.
Except for the historical information in this press release, it includes
forward-looking statements that involve risks and uncertainties, including, but
not limited to, quarterly fluctuations in results, the management of growth, and
other risks detailed from time to time in the Company's Securities and Exchange
Commission filings. Actual results may differ materially from management
expectations.
