NAVTECH INC
SC 13D/A, 2000-07-17
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                                  Navtech, Inc.
                                (Name of Issuer)

                          Common Stock, $.001 Par Value
                         (Title of Class of Securities)

                                   63935 10 0
                                 (CUSIP Number)

                              Fred S. Skolnik, Esq.
                       Certilman Balin Adler & Hyman, LLP
                    90 Merrick Avenue, East Meadow, NY 11554
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  June 16, 2000
             (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 [ ]

*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).



                                     1

<PAGE>

                                  SCHEDULE 13D

CUSIP No.         63935 10 0                                Page 2 of 7 Pages


1        NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

         Denis L. Metherell ("Denis")
         Eileen L. Metherell ("Eileen")

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)[   ]  (b)[   ]

3        SEC USE ONLY

4        SOURCE OF FUNDS*    N/A

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEM 2(d) or 2(e) [  ]

6        CITIZENSHIP OR PLACE OF ORGANIZATION
         Denis - United States
         Eileen - Canada

 NUMBER OF  SHARES                    7    SOLE VOTING POWER
                                            Denis - 91,330
                                            Eileen - 0

 BENEFICIALLY  OWNED BY               8    SHARED VOTING POWER
                                            Denis - 64,670
                                            Eileen - 64,670

 EACH  REPORTING                      9    SOLE DISPOSITIVE POWER
                                            Denis - 91,330
                                            Eileen - 0

 PERSON  WITH                       10  SHARED DISPOSITIVE POWER
                                            Denis - 64,670
                                            Eileen - 64,670

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         Denis - 156,000
         Eileen - 64,670

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
         [    ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)      Denis - 5.9%
                                                                 Eileen - 2.4%



                                        2
<PAGE>

14       TYPE OF REPORTING PERSON*
         Denis - IN
         Eileen - IN















































                                        3
<PAGE>

Item 1.           Security and Issuer.

     The Reporting  Persons are making this  statement in reference to shares of
Common Stock, par value $.001 per share (the "Common Stock"), of Navtech,  Inc.,
a Delaware  Icorporation  (the "Issuer").  This statement amends and supplements
the Schedule  13D, for an event dated  January 31, 2000,  filed by the Reporting
Persons.  The address of the Issuer's principal executive offices is 2340 Garden
Road, Monterey, California 93940.

Item 2.           Identity and Background.

     Reference is made to Item 2 to the Reporting  Persons'  Schedule 13D, filed
with the Securities and Exchange Commission on May 11, 2000.

Item 3.           Source and Amount of Funds or Other Consideration.

     Not applicable.

Item 4.           Purpose of Transaction.

     On June 16, 2000,  85,330 shares of Common Stock issued to Denis and Eileen
as joint tenants with rights of  survivorship  were  transferred  from the joint
stock account of Denis and Eileen into an IRA account established for Denis.

     Subject to and depending upon the  availability of prices deemed  favorable
by them,  the  Reporting  Persons  may choose to purchase  additional  shares of
Common  Stock  from time to time in the open  market,  in  privately  negotiated
transactions  with third  parties,  or otherwise.  In addition,  depending  upon
prevailing conditions,  the Reporting Persons may determine to dispose of shares
of  Common  Stock  held by them in the  open  market,  in  privately  negotiated
transactions with third parties, or otherwise.

Item 5.           Interest in Securities of the Issuer.

     (a) Denis holds 156,000 shares of Common Stock,  which  represents  5.9% of
the total shares of Common Stock of the Issuer  outstanding  as of May 31, 2000.
Eileen holds 64,670 shares of Common Stock,  which  represents 2.4% of the total
shares  of  Common  Stock of the  Issuer  outstanding  as of May 31,  2000.  The
percentage for the Reporting Persons was calculated using as the denominator the
2,651,980  outstanding shares of Common Stock as of May 31, 2000, based upon the
Quarterly  Report on Form 10-QSB  filed by the Issuer for the period ended April
30, 2000.

     (b) Denis has sole  voting and  dispositive  power  with  respect to 91,330
shares of such Common Stock and shared voting and dispositive power with respect
to 64,670  shares of such  Common  Stock.  Eileen  does not have sole voting and
dispositive power with respect to any such shares of Common Stock;  however, she
has shared  voting and  dispositive  power with respect to 64,670 shares of such
Common Stock.

     (c) See Item 4 hereof.


                                        4
<PAGE>

     (d) Not applicable.

     (e) Eileen  ceased to be a beneficial  owner of more than five percent (5%)
of the Common Stock of the Issuer on June 16, 2000.

Item 6.           Contracts, Arrangements, Understandings or Relationships
                  With Respect to Securities of the Issuer.

         Not applicable.

Item 7.           Material to be Filed as Exhibits.

     (1) Agreement among the Reporting Persons.




































                                                         5
<PAGE>



                                    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: July 14, 2000


                           /s/ Denis L. Metherell
                           -----------------------
                           Denis L. Metherell



                           /s/ Eileen L. Metherell
                           -----------------------
                           Eileen L. Metherell









                                        6







<PAGE>
                                    EXHIBIT 1


     The  undersigned  agree  that the  Schedule  13D  amendment  to which  this
Agreement is attached is filed on behalf of each one of them.

Date: July 14, 2000



                           /s/ Denis L. Metherell
                           -----------------------
                           Denis L. Metherell



                           /s/ Eileen L. Metherell
                           -----------------------
                           Eileen L. Metherell




                                        7
<PAGE>


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