UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
October 12, 1999
(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(e), (f) or (g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all
exhibits. See Rule 13d-7 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).
SCHEDULE 13D
CUSIP NO. 727652109
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
331,000
8. Shared Voting Power
0
9. Sole Dispositive Power
331,000
10. Shared Dispositive Power
0
11. Aggregate amount beneficially owned by each reporting
person
331,000
12. Check box if the aggregate amount in row (11) excludes
certain shares* [ ]
13. Percent of class represented by amount in row (11)
36.2%
14. Type of reporting person*
CO
SCHEDULE 13D
ITEMS 1, 2 and 6.
Reference is made to Items 1, 2 and 6 as set forth in the
Schedule 13D of the Reporting Person dated July 22, 1997, which
Items are incorporated herein by reference.
Item 3. Source and Amount of Fund or Other Consideration.
Not Applicable.
Item 4. Purpose of Transaction.
Sheridan Printing Company, Inc. ("Sheridan") and James E.
Sheridan entered into an Agreement (the "Agreement"), dated
June 18, 1999, with, among others, West Worldwide Venture
Capital, Inc. ("Venture"), Rose Investments Corp.
("Investments") and Platronics Inc. ("Platronics"), pursuant to
which Sheridan agreed to (i) sell 165,500 shares of Platronics
common stock to each of Venture and Investments for $1.25 per
share, and (ii) grant an option to purchase, for $1.25 per
share, up to 40,000 shares of Platronics common stock to each of
Venture and Investments. The Agreement also requires Platronics
to (i) issue 10,000 shares of Platronics common stock to West
Worldwide Industries, Inc. ("West") as additional compensation
for financial consulting services, and (ii) issue a warrant to
purchase 40,000 shares of Platronics common stock to each of
Venture and Investments.
In addition, the Agreement provides that if Platronics does not
meet reasonable levels of profitability by the end of each
fiscal quarter through the fourth quarter of 2000, in the sole
and reasonable judgment of Venture and Investments, Venture and
Investments may require Sheridan to repurchase (i) the shares of
common stock sold under the Agreement, and (ii) common stock and
warrants purchased from Platronics.
West and Platronics have entered into a Consulting Agreement
(the "Consulting Agreement"), dated March 23, 1999, pursuant to
which Platronics retained West as a financial consultant to
assist Platronics in the areas of developing and implementing
business plans, including marketing and acquisition strategies,
arranging for equity financing, and identifying acquisition and
merger candidates and assisting in any such transactions.
Platronics is required to issue 5,000 shares of Platronics
common stock to West as partial compensation for the services to
be provided under the Consulting Agreement.
The Agreement and the Consulting Agreement are incorporated by
reference to Exhibits 1 and 2, respectively, of this Schedule.
The description of the Agreement and the Consulting Agreement
set forth herein does not describe all of the terms and
conditions of such Agreements, and the description of such
Agreements set forth herein is qualified in its entirety by
reference to the Agreements.
Sheridan expects that the business of Platronics will continue
to be operated substantially unchanged from its historical
business operations.
(a) While Sheridan has no current plans to make additional
purchases or dispositions of Platronics common stock, except as
contemplated under the Agreement, Sheridan may, from time to
time, engage in additional purchases or dispositions of
Platronics common stock in the open market or in privately
negotiated transactions.
(b) Sheridan has no plans at present to cause Platronics 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 cause Platronics to
sell or transfer a material amount of its assets or the assets
of any of its subsidiaries.
(d) Under the terms of the Agreement, the parties agreed to
cause James Sheridan, John Rose and Ron Knigge to be elected
directors of Platronics.
(e) Under the Agreement, the parties agreed to create a
class of preferred stock of Platronics to be used for
acquisitions and the securing of venture capital. In addition,
under the terms of the Agreement, West agreed to use its best
efforts to obtain additional equity and debt capital for
Platronics. Sheridan has no other plans at present to cause any
material change in the present capitalization or dividend policy
of Platronics.
(f) Sheridan has no plans at present to effect any material
change of the business or corporate structure of Platronics,
except as contemplated in the Agreement.
(g) Sheridan has no plans at present to effect 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) Sheridan may be deemed the beneficial owner, in the
aggregate, of 331,000 shares of Platronics common stock, without
giving effect to the option to purchase on additional 40,000
shares of Platronics common stock granted by Sheridan to each of
Venture and Investments. Based on 915,140 shares of Platronics
common stock outstanding on August 23, 1999, Sheridan's
ownership of 331,000 shares of Platronic's common stock
represents approximately 36.2% of Platronics shares of common
stock outstanding, assuming that no other shares are issued by
Platronics, including shares issuable under the terms of the
Agreement and the Consulting Agreement or upon exercise of any
other options or warrants outstanding for Platronics common
stock.
(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, subject to the terms of the Agreement and the
Consulting Agreement.
(c) The following table sets forth transactions by Sheridan
in Platronics common stock since the filing of Sheridan's
Amended Schedule 13D dated September 30, 1998.
Number
of Total
Shares Price Sale
Date Sold Per Share Price
October 12, 1999 331,000 $1.25 $413,750
Except for the transactions contemplated under the Agreement,
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.
(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 7. Material to Be Filed as Exhibits
1. Agreement, dated as of June 18, 1999, by and between
James Sheridan, Sheridan Printing Company, Inc., Ron Knigge,
John Rose, Rose Investments Corp., West Worldwide Industries,
Inc., Platronics, Inc. and West Worldwide Venture Capital, Inc.
(Incorporated herein by reference to Exhibit 1 to the
Schedule 13D of Steven West and West Worldwide Venture Capital,
Inc. dated October 22, 1999 (the "West 13D")).
2. Form of Consulting Agreement by and between Platronics,
Inc. and West Worldwide Industries, Inc. (Incorporated herein by
reference to Exhibit A to Exhibit 1 to the West 13D.
3. Form of Agreement among James Sheridan, John Rose and
Steven West (Incorporated herein by reference to Exhibit 2 to
the West 13D).
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.
December 3, 1999 SHERIDAN PRINTING COMPANY, INC.
By /s/ James E. Sheridan
James E. Sheridan,
Chief Executive Officer
Page <7>
