UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
July 15, 1995
(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).
<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)
Dorothy A. English ("English")
Navtech Applied Research Inc. ("NARI")
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
English - Canada
NARI - Ontario, Canada
NUMBER OF SHARES 7 SOLE VOTING POWER
English - 455,000
NARI - 802,766
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
English - 0
NARI - 0
EACH REPORTING 9 SOLE DISPOSITIVE POWER
English - 455,000
NARI - 802,766
PERSON WITH 10 SHARED DISPOSITIVE POWER
English - 0
NARI - 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
English - 1,257,766 (includes amount beneficially owned by NARI)
NARI - 802,766
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
English 43.3% (includes amount beneficially owned by NARI)
NARI - 27.7%
14 TYPE OF REPORTING PERSON*
English - IN
NARI - CO
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., formerly Compuflight, Inc., a Delaware corporation (the "Issuer"). This
statement amends and supplements the Schedule 13D, dated December 10, 1993, as
amended on January 10, 1994 and February 3, 1994, filed by the Reporting Persons
(except that NARI is the successor to Navtech Systems Consulting Inc., a
Reporting Person therein) and Raymond English. This statement is not being made
by Mr. English. 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) Names:
Dorothy A. English
Navtech Applied Research Inc. ("NARI")
(b) Residence or business address:
Dorothy A. English
175 Columbia Street West
Waterloo, Ontario Canada N2L-5Z5
NARI
175 Columbia Street West
Waterloo, Ontario Canada N2L-5Z5
(c) Ms. English serves as Executive Vice President and a director of
the Issuer and as Managing Director of its wholly-owned
subsidiary, Navtech Systems Support Inc. Ms. English is the sole
officer, director and shareholder of NARI. NARI owns certain
assets relating to the provision of weather-related services and
has licensed the use of such assets to the Issuer.
(d) Neither of the Reporting Persons has been convicted in a criminal
proceeding in the last five years.
(e) Neither of the Reporting Persons has, 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) Ms. English is a citizen of Canada. NARI was incorporated in
Ontario, Canada.
4
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
As of July 15, 1995, the 802,766 shares of Common Stock of the Issuer
currently held by NARI were owned by Ray English and Associates Inc. ("RE&A"), a
corporation controlled at such time by Raymond English, the former Chairman of
the Issuer and former spouse of Dorothy English. On such date, RE&A transferred
the 802,766 shares of Common Stock owned by it to Ms. English, as voting trustee
pursuant to a Voting Trust Agreement between them.
On June 29, 1998, Ms. English acquired all of the outstanding capital
stock of RE&A from Mr. English. On the same date, NARI executed a promissory
note to Raymond English in the original principal amount of $600,000 Canadian
(the "NARI Note") evidencing amounts owed to Mr. English by NARI. The NARI Note
provides for 120 equal monthly payments of $5,000 Canadian. On July 2, 1998,
RE&A was merged with and into NARI. Concurrently, the Voting Trust Agreement was
terminated and the 802,766 shares owned by NARI (as a result of the merger) were
returned to it. NARI has placed these shares in escrow as security for the
payment of amounts due pursuant to the NARI Note. See Item 6 hereof.
On July 15, 1998, NARI acquired from Global Weather Dynamics, Inc.
("GWDI") all the assets of GWDI's weather services division ("WSD") for a
consideration consisting of $250,000 in cash, the delivery of 250,000 shares of
Common Stock of the Issuer to GWDI and the delivery of 50,000 shares of Common
Stock of the Issuer to an unrelated third party as a finder's fee.
Contemporaneously, in order to effect NARI's acquisition of WSD, NARI, among
other things, purchased from the Issuer 300,000 shares of Common Stock of the
Issuer for a purchase price of $135,000 ($.45 per share), payable to the extent
of $300 in cash (an amount equal to the par value of the shares acquired) and
the delivery of a promissory note in the principal amount of $134,700, payable
in 36 monthly installments and bearing interest at the rate of 10% per annum.
On January 31, 2000, the Board of Directors of the Issuer granted Ms.
English the right and option to purchase 250,000 shares of Common Stock of the
Issuer (the "Option") pursuant to the terms and conditions of the Issuer's 1999
Stock Option Plan. The exercise price of each share of Common Stock of the
Issuer underlying the Option is $0.625. The Option is immediately exercisable
and such Option is scheduled to expire on January 31, 2005.
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.
The Reporting Persons exercised their controlling voting rights at the
Issuer's annual meeting of shareholders held on January 14, 2000 to, among other
things, increase the number of authorized shares of Common Stock of the Issuer
from 2,500,000 to 10,000,000, ratify the
5
<PAGE>
adoption of the Company's 1999 Stock Option Plan, and approve an amendment to
the Company's Certificate of Incorporation to require unanimous, rather than
majority, written consent of the shareholders in lieu of a meeting under certain
circumstances.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons hold 1,257,766 shares of Common Stock, which
represent 43.3% of the total shares of Common Stock outstanding as of February
29, 2000. The percentage for the Reporting Persons was calculated using as the
denominator the sum of (i) 100,000 shares of Common Stock issued effective March
13, 2000 to Denis L. Metherell, (ii) 50,000 shares of Common Stock issued
effective March 16, 2000 to Denis L. Metherell, (iii) 500,000 shares of Common
Stock issued to Robert N. Snyder effective March 2000, (iv) 250,000 shares of
Common Stock issuable upon the exercise of the Option described in Item 4 hereof
and (v) 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) Ms. English has sole voting and dispositive power with respect to
455,000 of such shares of Common Stock. NARI has sole voting and dispositive
power with respect to 802,766 of such shares of Common Stock. The 802,766 shares
owned by NARI give effect to the voiding of certain transfers previously
reported to have been made by RE&A as of February 3, 1994 of an aggregate of
277,271 shares.
(c) None.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The 802,766 shares of Common Stock of the Issuer owned by NARI have
been pledged to Raymond English as security for the payment of amounts due to
him pursuant to the NARI Note. In the event of a default under the NARI Note,
Mr. English has the right to sell the escrowed shares of the Issuer to recover
the amount due.
Item 7. Material to be Filed as Exhibits.
(1) Agreement among the Reporting Persons.
(2) Agreement, dated June 29, 1998, between Raymond F. English and
RE&A.
(3) Stock Option Agreement, dated January 31, 2000, between Ms.
English and the Issuer.
6
<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: May 10, 2000
/s/ Dorothy English
-------------------
Dorothy A. English
NAVTECH APPLIED RESEARCH INC.
By: /s/ Dorothy English
----------------------------
Dorothy A. English, President
7
<PAGE>
EXHIBIT 1
The undersigned agree that the Amendment to Schedule 13D to
which this Agreement is attached is filed on behalf of each one of them.
Date: May 10, 2000
/s/ Dorothy English
-------------------
Dorothy A. English
NAVTECH APPLIED RESEARCH INC.
By: /s/ Dorothy English
------------------------
Dorothy A. English, President
8
<PAGE>
THIS AGREEMENT made the 29 day of June, 1998
BETWEEN:
RAYMOND F. ENGLISH
(hereinafter called "Raymond")
AND:
RAY ENGLISH AND ASSOCIATES INC.
(hereinafter called the "Corporation").
WHEREAS Raymond was a shareholder of the Corporation;
AND WHEREAS Raymond has transferred all of the issued and outstanding common
shares in the capital stock of the Corporation which were registered in his name
(the "Shares") to Dorothy English;
AND WHEREAS the Corporation and Raymond wish to enter into this Agreement to
evidence the terms for the repayment of a shareholder loan owing to Raymond.
NOW THEREFORE for good and valuable consideration, receipt of which is hereby
acknowledged by each of the parties hereto, the parties agree as follows:
1. The Corporation and Raymond acknowledge and agree that the aggregate amount
due and owing by the Corporation to Raymond on account of principal and interest
is Six Hundred Thousand Dollars ($600,000) (in Canadian funds) (herein called
the "Loan"), less any amounts paid to Raymond by Navtech Systems Support Inc. on
or after the lst day of January, l998, which amount will be credited to the
amounts due by the Corporation. The payments of the Loan will be allocated as
follows:
(a) as to principal Four Hundred Fifty-Three Thousand Dollars Three
Hundred, Thirteen Dollars ($453,313.00) (Cdn); and
(b) as to interest One Hundred Forty-Six Thousand Six Hundred,
Eighty-Seven Dollars ($146,687.00) (Cdn).
2. The Corporation and Raymond covenant and agree that the Loan shall be paid by
the Corporation to Raymond by one hundred and twenty (120) consecutive equal
blended monthly payments, including both principal and interest, each in the
amount of Five Thousand Dollars ($5,000.00) (Cdn.) commencing on the 1st day of
April, 1998 and ending on the lst day of March, 2008. Provided, however, that
any payment by Navtech Systems Support Inc., referred to in paragraph l, above
shall reduce, in order, the payments due under this agreement, commencing with
the payment due on the first payment date. Provided that the Corporation may, at
any time, prepay any or all of the outstanding balance without notice or
penalty.
<PAGE>
3. Raymond acknowledges and agrees with the Corporation that the sum of One
Hundred Forty- Six Thousand Six Hundred Eighty-Seven Dollars ($l46,687.00) (Cdn)
shall constitute his entire entitlement to interest during the whole of the
period that any part of the Loan is outstanding without default. In the event of
default, simple interest shall be added to all amounts in default at the rate of
Ten Percent (10%) per annum until payment is made or Shares are released to
Raymond in accordance with the terms of this Agreement.
4. All payments to be made by the Corporation to Raymond shall be made to Waters
& Hastings in trust, or as Raymond may, from time to time, direct, and shall be
subject to such deductions and withholdings as may be required by applicable
law.
5. Raymond acknowledges that Dorothy has acquired from Raymond all of the issued
and outstanding shares in the capital stock of the Corporation as provided in a
Share Purchase Agreement between Raymond and Dorothy (the "Share Purchase
Agreement") executed contemporaneously with this agreement. Raymond acknowledges
that one of the terms of the said Share Purchase Agreement is that the
Corporation and Raymond enter into this agreement.
6. The parties acknowledge and agree that in the event of any Claim, as defined
in the Share Purchase Agreement, the provisions of Articles IX and X of the
Share Purchase Agreement shall govern.
7. The principal asset of the Corporation, as of the date hereof, is Eight
Hundred and Two Thousand, Seven Hundred and Sixty-six (802,766) Common shares
(the "Shares") in the capital stock of Compuflight, Inc. a Delaware Corporation.
The Corporation covenants and agrees that until all payments are made pursuant
to this Agreement, the Corporation shall not be entitled to encumber or sell the
Shares except as may be provided herein:
(a) The Corporation shall have no right to encumber the Shares
except as may be necessary to provide security to any government
department, including, without limitation, Department of National
Revenue, Ontario Ministry of Revenue and the Internal Revenue Service,
with respect to any liabilities of the Corporation in respect of
transactions occurring prior to the 19th day of April, 1996. The
Corporation shall also be entitled to encumber the Shares as a
requirement of borrowing, provided that all sums borrowed as a result
of such encumbrance are used to pay any such government liabilities.
Provided however, that any such encumbering of the Shares may only be
effected as part of an overall pledge of the assets of the Corporation
and not a specific encumbrance in respect of the Shares alone.
(b) If any or all of the Shares are sold, after payment of any
outstanding liabilities provided for in sub-paragraph (a), above, any
remaining balance of proceeds shall immediately be paid to Raymond on
the closing date of any such sale, and shall be credited against the
Payments still outstanding.
8. During the term of this Agreement, and when not otherwise in default the
Corporation shall be entitled to vote the Shares and shall be entitled to
<PAGE>
receive all benefits and advantages accruing therefrom. In the event that the
Corporation fails to make any payment due under this Agreement and the said
failure continues for a period of twenty (20) clear days after the date that
such payment was due (a "Default"), then the Escrow Agent shall transfer to
Raymond such number of Shares as shall equal in value the amount of the
defaulted payment together with interest as provided in paragraph 3, above,
based upon the market price of the Shares at the date of transfer. In the event
that an aggregate of three (3) Defaults shall occur in any twelve (12) month
period, then the balance owing pursant to this Loan Repayment Agreement shall
immediately become due and payable and the Escrow Agent shall transfer all of
the Shares held by it to Raymond in full satisfaction of the balance owing to
him pursuant to this Agreement.
9. Any condoning, excusing or overlooking of any default at any time or times on
the part of Raymond shall not act as a waiver by Raymond of his rights herein in
respect to any subsequent default.
10. This Agreement shall enure to the benefit of the Corporation and Raymond and
their heirs, executors, administrators, personal legal representative,
successors and assigns, and shall be binding upon the Corporation and Raymond
and their heirs, executors, administrators, personal legal representative,
successors and assigns.
11. The parties to this Agreement shall not assign this Agreement or any
interest, benefit or right hereunder without the prior written approval of the
other party. Any assignment made in contravention of the foregoing shall be null
and void.
12. This Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario.
13. The provisions of Articles IX et seq. of the Share Purchase Agreement are
incorporated into this Agreement by reference.
14. To the extent that the terms of this Agreement and the Share Purchase
Agreement conflict, the terms of the Share Purchase Agreement shall govern.
<PAGE>
IN WITNESS WHEREOF the parties have executed this Agreement.
RAY ENGLISH AND ASSOCIATES INC.
Per: /s/ Raymond F. English
--------------------------
Title: President
/s/ Thomas Vargo /s/ Raymond F. English
- ------------------------- ----------------------------
Witness Raymond F. English
STOCK OPTION AGREEMENT made as of the 31st day of January, 2000 between NAVTECH,
INC., a Delaware corporation (the "Company"), and Dorothy English (the
"Optionee").
WHEREAS, the Optionee is an employee of 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 1999
Stock 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 Two Hundred Fifty Thousand (250,000) shares
of 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 after 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.
VII. INCORPORATION BY REFERENCE
The terms and conditions of the Plan are hereby incorporated by
reference and made a part hereof.
<PAGE>
VIII. NOTICES
Any notice of 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/ Dorothy English
- -------------------
Signature of Optionee #902-140 Lincoln Rd.
--------------------
Waterloo, Ont.
--------------------
Dorothy English Canada
- --------------- --------------------
Name of Optionee Address of Optionee
<PAGE>
