UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
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)
January 31, 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 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* PF
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 - 6,000
Eileen - 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
Denis - 150,000
Eileen - 150,000
EACH REPORTING 9 SOLE DISPOSITIVE POWER
Denis - 6,000
Eileen - 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
Denis - 150,000
Eileen - 150,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Denis - 156,000
Eileen - 156,000
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 - 5.9%
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14 TYPE OF REPORTING PERSON*
Denis - IN
Eileen - IN
3
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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 corporation (the "Issuer"). The address of the Issuer's principal
executive offices is 2340 Garden Road, Suite 102, Monterey, California 93940.
Item 2. Identity and Background.
The Reporting Persons are making this statement pursuant to Rule 13d-1(a).
(a) Name:
Denis L. Metherell ("Denis")
Eileen L. Metherell ("Eileen")
(b) Residence or business address:
Denis
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77 Centre Street
Elmira, Ontario, Canada N3B 2V9
Eileen
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77 Centre Street
Elmira, Ontario, Canada N3B 2V9
(c) Denis serves as Secretary and a director of the Issuer. Eileen
is the President and sole shareholder of AVCON, a Canadian
company that administers the equipment leases of the Issuer.
(d) The Reporting Persons have not been convicted in a criminal
proceeding in the last five years.
(e) The Reporting Persons have 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) Denis is a citizen of the United States. Eileen is a citizen
of Canada.
Item 3. Source and Amount of Funds or Other Consideration.
See Item 4 hereof.
4
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Item 4. Purpose of Transaction.
On January 31, 2000, the Board of Directors of the Issuer granted Denis the
right and option to purchase 150,000 shares of Common Stock of the Issuer (the
"Option") pursuant to the terms and conditions of the Issuer's 1995 Key
Employees and Advisors Stock Option Plan. The exercise price of each share of
Common Stock of the Issuer underlying the Option was $0.625. The Option was
immediately exercisable and such Option was scheduled to expire on January 31,
2005.
On March 13, 2000, Denis exercised the Option to the extent of 100,000
shares of Common Stock. On March 16, 2000, Denis exercised the Option to the
extent of the remaining 50,000 shares of Common Stock. Denis used personal funds
to exercise the Option. The shares of Common Stock issued upon the exercise of
the Option were issued to Denis and Eileen as joint tenants with rights of
survivorship.
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) The Reporting Persons hold 156,000 shares of Common Stock, which
represent 5.9% of the total shares of Common Stock of the Issuer outstanding as
of February 29, 2000. The percentage for the Reporting Persons was calculated
using as the denominator the sum of (i) the 100,000 shares of Common Stock
issued effective March 13, 2000, upon the exercise of the Option as described in
Item 4 hereof, (ii) the 50,000 shares of Common Stock issued effective March 16,
2000, upon the exercise of the Option as described in Item 4 hereof (iii)
500,000 shares of Common Stock issued to Robert N. Snyder effective March 2000
and (iv) the 2,001,980 outstanding shares of Common Stock as of February 29,
2000, based upon the Quarterly Report on Form 10-QSB filed by the Issuer for the
period ended January 31, 2000.
(b) Denis has sole voting and dispositive power with respect to 6,000
shares of such Common Stock and shared voting and dispositive power with respect
to 150,000 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 150,000 shares of such
Common Stock.
(c) See Item 4 hereof.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
See Item 4 hereof.
5
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Item 7. Material to be Filed as Exhibits.
(1) Agreement among the Reporting Persons.
(2) Option Agreement, dated January 31, 2000, by and between Denis
and the Issuer.
6
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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: May 9, 2000
/s/ Denis Leigh Metherell
-------------------------
Denis L. Metherell
/s/ Eileen L. Metherell
-----------------------
Eileen L. Metherell
7
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EXHIBIT 1
The undersigned agree that the Schedule 13D to which this Agreement is
attached is filed on behalf of each one of them.
Dated: May 9, 2000
/s/ Denis Leigh Metherell
-------------------------
Denis L. Metherell
/s/ Eileen L. Metherell
-----------------------
Eileen L. Metherell
8
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STOCK OPTION AGREEMENT made as of the 31st day of January, 2000 between NAVTECH,
INC., a Delaware corporation (the "Company"), and Denis Metherell (the
"Optionee").
WHEREAS, the Optionee is an advisor to the Company or a subsidiary thereof;
WHEREAS, the Company desires to provide the Optionee an additional incentive to
promote the success of the Company;
Now, therefore, in consideration of the foregoing, the Company hereby grants to
the Optionee the right and option to purchase shares of Common Stock of the
Company under and pursuant to the terms and conditions of the Company's 1995 Key
Employees and Advisors Option Plan (the "Plan") and upon the following terms and
conditions:
I. GRANT OF OPTION
The Company hereby grants to the Optionee the right and option (the
"Option") to purchase up to One Hundred Fifty Thousand (150,000) shares
of the Common Stock of the Company (the "Option Shares") during the
period commencing the date hereof and terminating at 5:00 P.M., EST,
five (5) years following the date hereof.
II. NATURE OF OPTION
The Option is not intended to meet the requirements of Section 422 of
the Internal Revenue Code of 1986, as amended, relating to "incentive
stock options".
III. EXERCISE PRICE
The exercise price of each of the Option Shares shall be five eighths
(5/8) of a dollar (US$0.625) (the "Option Price").
IV. EXERCISE OF OPTIONS
The Option shall be exercised in accordance with the provisions of the
Plan. As soon as practicable afer the receipt of notice of exercise
and payment of the Option Price as provided for in the Plan, the
Company shall tender to the Optionee certificates issued in the
Optionee's name evidencing the number of Option Shares covered thereby.
V. TRANSFERABILITY
The Option shall not be transferable other than by will or the laws of
descent and distribution and, during the Optionee's lifetime, shall not
be exercisable by any person other than the Optionee.
VI. TERMINATION OF EMPLOYMENT
In the event the Option becomes exercisable, it shall remain
exercisable until the Expiration Date notwithstanding any subsequent
termination of the Optionee's employment with the Company or any
subsidiary for any reason whatsoever.
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VII. INCORPORATION BY REFERENCE
The terms and conditions of the Plan are hereby incorporated by
reference and made a part hereof.
VIII. NOTICES
Any notice or other communication given hereunder shall be deemed
sufficient if in writing and hand delivered or sent by registered or
certified mail, return receipt requested, addressed to the Company, c/o
Navtech Systems Support Inc., 175 Columbia Street West, Suite 102,
Waterloo, Ontario, N2L 5Z5, Attention: Chairman of the Board and to the
Optionee at the address indicated below. Notices shall be deemed to
have been given on the date of hand delivery or mailing, except notices
of change of address, which shall be deemed to have been given when
received.
IX. BINDING EFFECT
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, successors
and assigns.
X. ENTIRE AGREEMENT
This Agreement, together with the Plan, contains the entire
understanding of the parties hereto with respect to the subject matter
hereof and may be modified only by an instrument executed by the party
sought to be charged.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
COMPANY:
Navtech, Inc.
By: /s/ Duncan Macdonald By: /s/ David Strucke
-------------------------- -----------------------
Duncan Macdonald David Strucke
Chief Executive Officer Chief Financial Officer
Chairman of the Board of Directors
Optionee:
/s/ Denis Leigh Metherell
- -------------------------------- ----------------------------------
Signature of Optionee
----------------------------------
Denis Leigh Metherell 77 Centre Street, Elmira, Ontario, Canada
- -------------------------------- -----------------------------------------
Name of Optionee Address of Optionee
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