UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____________)*
Platronics, Inc.
(Name of Issuer)
Common Stock ($ .10 Par Value)
(Title of Class of Securities)
727652109
(CUSIP Number)
David W. Swartz, Esquire Stevens & Lee, 111 North Sixth Street,
Reading, Pennsylvania 19603 (610-478-2000)
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 7, 1997
(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 [ ].
Check the following box if a fee is being paid with the
statement [x]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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. 910150101
1. Sheridan Printing Company, Inc.
IRS Identification No.: 22-1631052
2. Check the appropriate box is a member of a group* (a) [ ]
(b) [ ]
3. SEC use only
4. Source of Funds*
WC
5. Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or place of organization
New Jersey
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power
540,500
8. Shared Voting Power
0
9. Sole Dispositive Power
540,500
10. Shared Dispositive Power
0
11. Aggregate amount beneficially owned by each reporting person
540,500
12. Check box if the aggregate amount in row (11) excludes
certain shares* [ ]
13. Percent of class represented by amount in row (11)
59.4%
14. Type of reporting person*
CO
<PAGE>
SCHEDULE 13D
ITEM 1. Security and Issuer.
This Schedule 13D relates to shares of common stock,
par value $.10 per share, of Platronics, Inc. ("Platronics"), a
business corporation incorporated under the laws of the State of
New Jersey. The principal executive offices of Platronics are
located at ______________________________, __________, New Jersey
______.
ITEM 2. Identify and Background.
(a), (b) and (c). This Schedule 13D is filed by
Sheridan Printing Company, Inc. ("Sheridan"), a business
corporation incorporated under the laws of State of New Jersey.
Sheridan is a commercial printing company specializing in
technical publications and commercial offset lithography.
Sheridan's principal business and offices are located at
1425 Third Street, Alpha, New Jersey 08865.
The name, business address and present occupation or
employment (including the name, principal business and address of
any corporation or other organization in which such employment is
conducted) of each executive officer, director and controlling
person of Sheridan are as follows:
<TABLE>
<CAPTION>
Present Principal
Name Business Address Occupation or Employment
<S> <C> <C>
James E. Sheridan 1425 Third Avenue Director and
Alpha, New Jersey 08865 Shareholder
Wayne L. Pesaresi 1425 Third Avenue Director and
Alpha, New Jersey 08865 Shareholder
Elizabeth F. Pesaresi 1425 Third Avenue Director and
Alpha, New Jersey 08865 Shareholder
</TABLE>
(d) and (e). Neither Sheridan nor any person
identified in Item 2(a), (b) and (c) hereof has ever been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or has been a party to any civil
proceeding of any judicial or administrative body which resulted
in a judgment, decree or final order against such person
enjoining him against 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). Each Natural person identified in Item 2(a), (b)
and (c) is a citizen of the United States of America.
Item 3. Source and Amount of Fund or Other Consideration.
The source of funds to be used by Sheridan in making a
purchase of shares of common stock of Platronics, to which this
Schedule 13D relates, is from the working capital of Sheridan.
Item 4. Purpose of Transaction.
The purpose of the transactions described in Item 5
hereof is to obtain a controlling interest in Platronics
necessary to control the business operations, management and
direction of Platronics. Sheridan believes that the core
business of Platronics is viable and provides a profitable
business opportunity for Platronics and its shareholders.
Sheridan presently intends to continue to operate the business of
Platronics substantially unchanged from its historical business
operations while providing management expertise, cost controls
and assistance with purchasing inventory and related raw
materials. Sheridan also presently intends to cause Platronics
to become current in connection with its reporting obligations
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Subject to the foregoing:
(a) While Sheridan has no current plans to make
additional purchases of Platronics common stock, Sheridan may,
from time to time, engage in additional purchases of Platronics
common stock in the open market or in privately negotiated
transactions.
(b) Sheridan has no plans at present to engage in any
extraordinary corporate transactions including a merger,
reorganization or liquidation involving Platronics or any of its
subsidiaries.
(c) Sheridan has no plans at present to sell or
transfer a material amount of assets of Platronics or any of its
subsidiaries.
(d) The Board of Directors of Platronics consists of
four members. In connection with the transactions described
herein, three of the four Board members of Platronics resigned,
and Sheridan has caused the election of three nominees proposed
by it to fill such vacancies. Accordingly, Sheridan may be
deemed to control the Board of Directors by virtue of the fact
that its representatives constitute three of the four directors.
Sheridan has no plans to change either the number or term of
directors of Platronics.
(e) Sheridan has no plans at present to affect any
material change in the present capitalization or dividend policy
of Platronics.
(f) Sheridan has no plans at present to affect any
material change of the business or corporate structure of
Platronics.
(g) Sheridan has no plans at present to affect any
changes in the charter, bylaws or instruments corresponding
thereto of Platronics or other action which may impede the
acquisition of control of Platronics by any other person.
(h) Sheridan has no plans at present to cause any of
the securities of Platronics to be delisted from a national
securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national
association.
(i) Sheridan has no plans at present to take any
additional actions to cause a class of equity securities of
Platronics to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Act.
(j) Except as otherwise described above, Sheridan has
no plans at present to take any action similar to those
enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Based on 910,031 shares of Platronics common stock
outstanding on June 30, 1997, Sheridan may be deemed the
beneficial owner, in the aggregate, of 540,500 shares of
Platronics common stock. These 540,500 shares would represent
approximately 59.4% of Platronics shares of common stock
outstanding upon issuance, assuming that no other shares are
issued by Platronics, including shares issuable upon exercise of
any options outstanding for Platronics common stock. No person
identified in Item 2(a), (b) and (c) hereof is the beneficial
owner of any shares of common stock of Platronics.
(b) Sheridan will have sole power to vote or to direct
the vote and sole power to dispose or to direct the disposition
of any shares of Platronics common stock which Sheridan has
acquired.
(c) The following table sets forth transactions by
Sheridan in Platronics common stock over the prior sixty days.
Number Total
of Price
Shares Price Per
Acquired Per Share Purchase
7-1-97 5,000 .05 250
7-1-97 5,000 .05 250
7-1-97 5,000 .05 250
7-1-97 5,000 .05 250
7-1-97 5,000 .07 350
7-1-97 5,000 .07 350
7-2-97 5,000 .11 550
7-2-97 5,000 .11 550
7-2-97 5,000 .20 1,000
7-7-97 5,000 .23 1,150
7-7-97 5,000 .23 1,150
7-7-97 5,000 .23 1,150
7-7-97 5,000 .25 1,250
7-7-97 5,000 .25 1,300
7-8-97 5,000 .4375 2,187.50
7-8-97 5,000 .6875 3,437.50
7-15-97 460,500 .75 345,375
540,500 360,800
There were no other transactions in the common stock of
Platronics by either Sheridan or any person identified in
Item 2(a), (b) and (c) hereof during the sixty days preceding the
date of this Schedule 13D.
(d) No person other than Sheridan has the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any shares of Platronics common
stock that may be deemed beneficially owned by Sheridan.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Neither Sheridan nor any person identified in
Item 2(a), (b) and (c) hereof is a party to any contract,
arrangement, understanding or relationship (legal or otherwise)
with any person with respect to any securities of Platronics
including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees or profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Not applicable.
<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.
July 22, 1997 SHERIDAN PRINTING COMPANY, INC.
By /s/ James E. Sheridan
James E. Sheridan,
Director and Shareholder
