UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Navtech, Inc.
(formerly Compuflight, 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)
January 14, 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).
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SCHEDULE 13D
CUSIP No. 63935 10 0 Page 2 of 6 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Duncan Macdonald
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF SHARES 7 SOLE VOTING POWER
200,000
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
304,251
EACH REPORTING 9 SOLE DISPOSITIVE POWER
200,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
304,251
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
504,251
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1%
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
The Reporting Person is making this statement in reference to shares of
Common Stock, par value $.001 per share (the "Common Stock"), of Navtech, Inc.,
formerly Compuflight, Inc., a Delaware corporation (the "Issuer"). The address
of the Issuer's principal executive offices is 2400 Garden Road, Monterey,
California 93940.
Item 2. Identity and Background.
The Reporting Person is making this statement pursuant to Rule
13d-1(a).
(a) Name:
Duncan Macdonald
(b) Residence or business address:
275 Slater Street
Suite 2002
Ottawa, Ontario, Canada K1P 5H9
(c) The Reporting Person serves as Chairman of the Board of
Directors and Chief Executive Officer of the Issuer.
(d) The Reporting Person has not been convicted in a criminal
proceeding in the last five years.
(e) The Reporting Person has not, during the last five years, been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in 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.
(f) The Reporting Person is a citizen of Canada.
Item 3. Source and Amount of Funds or Other Consideration.
See Item 4 hereof.
Item 4. Purpose of Transaction.
On August 9, 1995, the Issuer granted the Reporting Person an option to
purchase up to 200,000 shares of Common Stock of the Issuer at an exercise price
of $.625 per share (the "Option"). The Option became exercisable in full on
January 14, 2000 and such Option expires on August 9, 2000.
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On January 14, 2000, the principal amount of a loan made to the Issuer
by St. Andrews Capital Limited Partnership ("St. Andrews"), an entity controlled
by the Reporting Person, became convertible, effective February 1, 2000, into
shares of Common Stock of the Issuer at a conversion price of $.375 per share
(the "Loan"). As of January 14, 2000, the outstanding principal amount of the
Loan was $114,094. Such principal amount is convertible, effective February 1,
2000, into 304,251 shares of Common Stock of the Issuer. The Loan bears interest
at the rate of 10% per annum and is to be repaid in monthly installments through
September 30, 2001. As installments of principal are paid, the number of shares
issuable upon conversion of the principal amount will be reduced. St. Andrews
used funds invested in St. Andrews to make the Loan.
Subject to and depending upon prevailing market prices, the Reporting
Person may choose to exercise the Option, cause St. Andrews to convert the Loan
into shares of Common Stock and/or purchase 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 Person may determine to dispose of in the open market, in privately
negotiated transactions with third parties, or otherwise, shares of Common Stock
acquired by him.
As Chairman of the Board of Directors and Chief Executive Officer of
the Issuer in carrying out the Issuer's future growth strategy, the Reporting
Person intends to continue to investigate possible business combinations aimed
at improving the operating efficiencies of the Issuer, and complementary product
lines or market regions, and ultimately enhancing shareholder value. These
business combinations may include mergers and acquisitions of businesses or
technologies, as well as strategic technology and marketing alliances.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 504,251 shares of Common
Stock. Such amount represents (i) 200,000 shares issuable upon the exercise of
the Option and (ii) a maximum of 304,251 shares issuable upon the conversion by
St. Andrews of the outstanding principal amount of the Loan. The shares
beneficially owned represent 20.1% of the total shares of Common Stock of the
Issuer outstanding as of December 31, 1999.
The percentage for the Reporting Person was calculated using as the
denominator the sum of (i) the 200,000 shares of Common Stock issuable upon the
exercise of the Option, (ii) the 304,251 shares of Common Stock issuable upon
the conversion of the outstanding principal of the Loan and (iii) the 2,001,980
shares of Common Stock of the Issuer outstanding as of December 31, 1999.
(b) The Reporting Person has sole voting and dispositive power with
respect to 200,000 shares of Common Stock of the Issuer and shared voting and
dispositive power with respect to the 304,251 shares of Common Stock
beneficially owned by St. Andrews. The business address of St. Andrews is 275
Slater Street, Suite 2002, Ottawa, Ontario, Canada K1P 5H9. St. Andrews is an
investment limited partnership. St. Andrews has not been convicted in a criminal
proceeding in the last five years. St. Andrews has not, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction resulting
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in 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. St. Andrews was organized
under the laws of the state of California.
(c) None.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
See Item 4 hereof.
Item 7. Material to be Filed as Exhibits.
(1) Stock Option Agreement, dated as of August 9, 1995, by and
between the Issuer and the Reporting Person. *
* Filed as Exhibit 10(S) to Issuer's Annual Report on Form 10-KSB
for the year ended October 31, 1994.
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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 21, 2000
/s/ Duncan Macdonald
-----------------------------
Duncan Macdonald
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