SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 5 )
Firetector Inc.
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(Name of Issuer)
Common Stock, $.001 Par Value
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(Title of Class of Securities)
318319 60 5
(Formerly 318319 40 7)
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(CUSIP NUMBER)
Dennis P. McConnell, Esq.
c/o Dolgenos Newman & Cronin LLP
96 Spring Street
New York, New York 10012
(212) 925-2800
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 17, 1998
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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(b)(3) or (4) check the following box
[ ].
The information required in 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, as amended (the "Act"), or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act.
<PAGE>
SCHEDULE 13D
CUSIP No. 318319 60 5 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MIRTRONICS INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
NA
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,096,545 shares
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,096,545 shares
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PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,096,545 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
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The class of equity securities to which this statement relates are the
shares of common stock, par value $.001 per share (the "Common Stock"), of
Firetector Inc., a Delaware corporation (the "Company"), which has its principal
executive offices at 62 Duffy Avenue, Hicksville, New York 11801.
On September 24, 1998, the Company effected a one for three
(1:3)reverse split of the Common Stock which is reflected in the numbers
reported herein.
ITEM 2. IDENTITY AND BACKGROUND
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This statement is filed on behalf of Mirtronics Inc. ("Mirtronics")an Ontario
corporation which has its principal business address at:
106 Avenue Road
Toronto, Ontario
Canada M5R 2H3
Mirtronics is a holding company with interests in a variety of
operating companies.
Set forth on Schedule A is the information required by Item 2 of
Schedule 13D concerning each executive officer, director and control person of
each of the Reporting Persons.
Neither the Reporting Person nor any of the persons listed on Schedule
A has, during the last five years, been convicted in any criminal proceeding and
has not and is not subject to any judgment, decree or final order as a result of
any civil proceeding, 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.
Sutton Management Ltd., Mark I. Litwin and Risa Litwin, previously
reported as control persons of Mirtronics, are no longer control persons as a
result of Sutton's reduced holdings of Mirtronics common stock.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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On February 17, 1998, Mirtronics entered into a Securities Exchange
Agreement with Firetector whereby Mirtronics exchanged its right to acquire
1,840,000 shares of Common Stock at an exercise price of $.30 per share for
1,190,000 fully paid shares of Common Stock. Mirtronics also agreed to exchange
675,000 shares of Firetector's Class A, Series 1 Preference Shares (the
"Preference Shares") and $170,000 of indebtedness owed by Firetector to
Mirtronics, for two new promissory notes; the first with a face value of
$620,000 ("Note A") and the second with a face value of $225,000. Each note is
payable on demand and bears interest at a rate of 10% per annum. Note A may be
converted into up to 1,240,000 shares of Common Stock, pursuant to the terms of
the Amended Debt/Equity Agreement of the same date. The Preference Shares were
convertible into 1,350,000 shares of Common Stock, pursuant to the terms and
conditions of a Debt/Equity Agreement by and between the parties.
<PAGE>
ITEM 4. PURPOSE OF THE TRANSACTION
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The reported transaction simplifies the Company's capital structure and
reduces the average weighted number of common shares and dilutive common shares
by an aggregate of 1,100,000 shares - approximately 15%, thereby eliminating a
significant overhang on the market for the common stock which diluted and
confused earnings presentations.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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(a) Amount Beneficially Owned:
(i) Mirtronics is the beneficial owner of 1,096,545
shares of Common Stock, which represents 55% of the
Common Stock that would be issued and outstanding.
(b) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote : 1,096,545
(ii) Shared power to vote or to direct the
vote: 0
(iii) Sole power to dispose or to direct disposition 1,096,545
(iv) Shared power to dispose or to direct
disposition: 0
(c) Other than the transactions detailed in ITEM 4.
above, Reporting Person has not effected any
transactions in the Common Stock in the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
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See ITEM 4. above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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1. Securities Exchange Agreement, dated as of February 17, 1998, by
and between Firetector Inc. and Mirtronics Inc.
2. Amended Debt/Equity Agreement, dated as of February 17, 1998,
by and between Firetector Inc. and Mirtronics Inc.
<PAGE>
SIGNATURES
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After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct. Pursuant to Rule 13d-1(k)(1), we agree that this statement is filed on
behalf of each of us.
Dated: October 16, 1998
MIRTRONICS INC.
By: /S/DANIEL S. TAMKIN
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Daniel S. Tamkin, Vice President
<PAGE>
SCHEDULE A
I. Mirtronics
A. Directors
1. Mark I. Litwin
Business Address: 106 Avenue Road
Toronto, Ont., Canada M5R 2H3
Principal Business Occupation: President, Mirtronics Inc.
Citizenship: Canadian
2. Henry Schnurbach
Business Address: 195 Rexdale Blvd
Rexdale, Ont., Canada M5R 2H3
Principal Business Occupation: President, Polyair Inter Pack Inc.
Citizenship: Canadian
3. Alan Kornblum
Business Address: 600 Clayson Road
North York, Ont., Canada M9M 2H2
Principal Business Occupation: President, Distinctive Designs
Furniture Inc.
Citizenship: Canadian
4. Fred A. Litwin
Business Address: 106 Avenue Road
Toronto, Ont.,Canada M5R 2H3
Principal Business Occupation: Executive
Citizenship: Canadian
5. Tony Falbo
Business Address: 8111 Jane Street
Vaughan, Ont., Canada L4K 4L7
Principal Business Occupation: President, Guardia Industries, Inc.
Citizenship: Canadian
6. Irwin Singer
Business Address: 24 Hazelton Avenue
Toronto, Ont., Canada M5R 2E2
Principal Business Occupation: Barrister & Solicitor
Citizenship: Canadian
7. Morton Litwin
Business Address: 1150 Sheppard Ave. West
Downsview, Ont., Canada M3K 2B5
Principal Business Occupation: Sales agent, The Cambridge
Towel Corporation
Citizenship: Canadian
<PAGE>
B. Executive Officers
1. Mark I. Litwin - President See I(A)1
2. Daniel S. Tamkin - Vice President
Business Address: 106 Avenue Road
Toronto, Ont., Canada M5R 2H3
Principal Business Occupation: Executive Vice President, Forum
Financial Corp.
Citizenship: American
3. Stan Abramowitz - Secretary
Business Address: 106 Avenue Road
Toronto, Ont., Canada M5R 2H3
Principal Business Occupation: Chief Financial Officer, Forum
Financial Corp.
Citizenship: Canadian
C. Control Person - none
