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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ARC Capital, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
002044 10 5
(CUSIP Number)
Alan Steel, 2067 Commerce Drive, Medford, Oregon 97504
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 10, 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 . (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).
Exhibit Index at Page 4
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
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CUSIP No. 002044 10 5
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan Steel
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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*
OO
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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
United States of America
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7 SOLE VOTING POWER
726,000
----------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY EACH
REPORTING
PERSON WITH
----------------------------------------------------
9 SOLE DISPOSITIVE POWER
726,000
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
726,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
Item 1. Security and Issuer.
This report relates to the Class A Common Stock, no par value, of ARC
Capital, Inc., a California corporation (the "Issuer"). The principal executive
officers are:
Name Address Title
William J. Young 2067 Commerce Drive Chairman, President and Chief
Medford, OR 97504 Executive Officer
Alan Steel 2067 Commerce Drive Vice President Finance and
Medford, OR 97504 Chief Financial Officer
Item 2. Identity and Background.
(a) The person filing this statement is Alan Steel.
(b) The principal business address of Mr. Steel is 2067 Commerce Drive,
Medford, OR 97504.
(c) Mr. Steel's principal occupation is Vice President Finance and Chief
Financial Officer of ARC Capital, Inc., which engages in the business of
manufacturing automated visual recognition and defect removal equipment, and the
principal executive offices of which are located at 2067 Commerce Drive,
Medford, Oregon 97504.
(d) Mr. Steel has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Steel was not, during the last five years, a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws.
(f) Mr. Steel is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The Company issued to Mr. Steel, in recognition of his good work and
service in management of the Company, shares of Class A Common Stock ("Common
Stock") and options to purchase shares of Common Stock. No other consideration
has been provided at this time. However, the terms of the options covering
250,000 shares of Common Stock provide for an exercise price of $1.00 per share.
See Section 1 of the Incentive Stock Option Agreement attached hereto as Exhibit
B and incorporated herein by reference. In addition, the lapse of certain
restrictions covering 476,000 shares of Common Stock is conditioned upon the
payment of $1.80 per share. See Sections 2 and 3 of the ARC Capital Restricted
Stock Agreement attached hereto as Exhibit A and incorporated herein by
reference.
Item 4. Purpose of Transaction.
Pursuant to its 1997 Restricted Stock Plan and 1994 Stock Option Plan,
each of which meets the requirements of Rule 16b-3 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), the Issuer has issued shares of
Class A Common Stock ("Common Stock") and options exercisable for shares of
Common Stock to certain employees, including Mr. Steel, in recognition of their
good work and service, and as an incentive to remain in the employ of the
Issuer.
Mr. Steel has acquired such securities for purposes of investment.
Depending upon market conditions and other factors that Mr. Steel deems material
to his investment decision, Mr. Steel may purchase additional shares of Common
Stock or other securities of the Issuer in the open market, in private
transactions or from the Issuer, or may dispose of all or a portion of the
shares of Common Stock or other securities of the Issuer that he now owns or
hereafter may acquire. Other than as set forth above, Mr. Steel has no plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer 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 securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Steel is the beneficial owner of 726,000 shares of the Class A
Common Stock of the Issuer, constituting 5.4% of such class.
(b) Mr. Steel has sole power to vote, direct the vote of, dispose of, and
direct the disposition of the shares described in (a) above.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer.
476,000 shares of Class A Common Stock beneficially owned by Mr. Steel are
subject to the ARC Capital Restricted Stock Agreement dated January 10, 1997
between Mr. Steel and the Issuer, attached hereto as Exhibit A. The relevant
sections affecting such securities are Section 2 "Restrictions; Forfeitability,"
Section 3 "Payment When Restrictions Lapse," Section 5 "Nontransferability;
Legend," and Section 7 "Dissolution of the Company." 250,000 shares of Class A
Common Stock underlying options owned by Mr. Steel and exercisable within the
next 60 days are subject to certain restrictions in the Incentive Stock Option
Agreement dated February 5, 1995 between Alan Steel and the Issuer, attached
hereto as Exhibit B. The relevant sections affecting such securities are Section
6 "Nontransferability," Section 9 "Restrictions on Transfer of Shares," Section
12 "Sale of Other Disposition," and Section 13 "180-Day Holdback." The relevant
sections specified in this Item 6 are incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Two exhibits are filed herewith. Exhibit A is the ARC Capital Restricted
Stock Agreement dated January 10, 1997 between Mr. Steel and ARC Capital, Inc.
Exhibit B is the Incentive Stock Option Agreement dated February 5, 1995 between
Mr. Steel and Applied Laser Systems (predecessor to ARC Capital, Inc.) relating
to the Applied Laser Systems 1994 Stock Option Plan.
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: January 10, 1997 -----------------------------------
Alan Steel
<PAGE>
Exhibit Index
A. ARC Capital Restricted Stock Agreement dated January 10, 1997
between Mr. Steel and ARC Capital, Inc...................... 6
B. Incentive Stock Option Agreement dated February 5, 1995
between Mr. Steel and Applied Laser Systems
(predecessor to ARC Capital, Inc.) relating
to the Applied Laser Systems 1994 Stock Option Plan......... 7
EXHIBIT A
ARC CAPITAL
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT is made as of the 10th day of January, 1997, by and between
ARC Capital (the "Company"), and Alan Steel ("Employee").
R E C I T A L
Pursuant to the ARC Capital 1997 Restricted Stock Plan (the "Plan"), the
Board of Directors of the Company (the "Plan Committee") has authorized the
granting to Employee that number of restricted shares of Class A Common Stock
(the "Common Stock") of the Company specified in Paragraph 1 hereof upon the
terms and conditions hereinafter stated.
A G R E E M E N T
NOW, THEREFORE, in consideration of the promises and of the undertakings of
the parties hereto contained herein, it is hereby agreed:
1. Number of Shares. Pursuant to said action of the Plan Committee, the
Company hereby grants to Employee 476,000 shares of Common Stock of the Company
("Shares") subject to the restrictions and conditions set forth in Paragraphs 2,
3 and 4.
2. Restrictions; Forfeitability. Ten percent (10%) of the Shares shall be
forfeited and returned to the Company for cancellation if the Employee's
employment with the Company or a subsidiary of the Company terminates for any
reason at any time prior to the third anniversary of this award or if the
payments required hereunder are not made. Ninety percent (90%) of the Shares
shall be forfeited and returned to the Company if either the above termination
of employment or failure to pay occurs or if the Common Stock of the Company has
not reached a closing price on the Nasdaq Stock Market, Nasdaq National Market,
or any stock exchange of at least $20 per share and maintained a price of at
least $20 per share for a period of 30 consecutive days at any time prior to the
third anniversary of this award.
3. Payment When Restrictions Lapse. The lapse of any restrictions hereunder
shall be conditioned upon the payment by the Employee to the Company of the
amount of $1.80 per Share (the fair market value of the Share on the date of
this award) plus the amount of applicable federal, state and local withholding
taxes as required by Paragraph 4.
4. Tax Withholding. As a condition to lapse of the restrictions on the
Shares, the Company may require Employee to pay over to the Company all
applicable federal, state and local taxes which the Company is required to
withhold with respect to the Shares upon their becoming nonforfeitable. At the
discretion of the Plan Committee and upon the request of the Employee, the
withholding tax requirements may be satisfied by the Employee's returning to the
Company Shares with a fair market value equal to the aggregate amount of such
taxes.
5. Nontransferability; Legend. Shares may not be assigned or transferred
while the restrictions are in effect. The certificates for Shares shall carry
the following legend:
THESE SHARES MAY NOT BE TRANSFERRED AND ARE SUBJECT TO
FORFEITURE UNDER THE TERMS OF A RESTRICTED STOCK AGREEMENT.
6. No Right to Employment. Nothing in this Award shall confer upon Employee
any right to continue in the employ of the Company or to continue to perform
services for the Company or any subsidiary, or shall interfere with or restrict
in any way the rights of the Company to discharge or terminate Employee at any
time for any reason whatsoever, with or without good cause.
7. Dissolution of the Company. Any Shares subject to restrictions which are
not waived by the Plan Committee shall be forfeited and returned to the Company
for cancellation upon the dissolution of the Company.
8. Plan Governs. This Agreement is in all respects limited by and subject
to the express terms and provisions of that Plan, as it may be construed by the
Plan Committee. Employee hereby acknowledges receipt of a copy of the Plan.
9. Notices. All notices to the Company shall be addressed to the Chairman
of the Plan Committee of the Board of Directors of the Company at the principal
office of the Company at 2067 Commerce Drive, Medford, OR 97504 and all notices
to Employee shall be addressed to Employee at the address of Employee on file
with the Company or a subsidiary, or to such other address as either may
designate to the other in writing. A notice shall be deemed to be duly given if
and when enclosed in a properly addressed sealed envelope deposited, postage
prepaid, with the United States Postal Service. In lieu of giving notice by mail
as aforesaid, written notice under this Agreement may be given by personal
delivery to Employee or to the Chairman of the Plan Committee of the Board of
Directors of the Company (as the case may be).
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
ARC Capital
By__________________________
William Young,
Chief Executive Officer
EMPLOYEE
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(Signature)
Address:
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EXHIBIT B
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 5th day of February, 1995 by and between
Applied Laser Systems (the "Company"), and Alan R. Steel ("Optionee").
W I T N E S S E T H
WHEREAS, pursuant to the Applied Laser Systems 1994 Stock Option Plan (the
"Stock Option Plan"), the Plan Committee of the Board of Directors of the
Company (the "Plan Committee") has authorized the granting to Optionee of an
incentive stock option to purchase the number of shares of Class A common stock
(the "Common Stock") of the Company specified in Paragraph 1 hereof, at the
price specified therein, such option to be for the term and upon the terms and
conditions hereinafter stated;
NOW, THEREFORE, in consideration of the promises and of the undertakings of
the parties hereto contained herein, it is hereby agreed:
1. Number of Shares; Option Price. Pursuant to said action of the Plan
Committee, the Company hereby grants to Optionee the option ("Option") to
purchase, upon and subject to the terms and conditions of said Stock Option
Plan, all or any part of 250,000 shares of Common Stock of the Company for cash
at the price of $1.00 per share.
2. Terms. This Option shall expire on February 4, 2005, unless such Option
shall have been terminated prior to that date in accordance with the provisions
of the Stock Option Plan or this Agreement (the "Termination Date). The terms
"Parent" and "Subsidiary" herein mean a parent corporation or a subsidiary
corporation, as such terms are defined in the Stock Option Plan. If Optionee
owns more than 10% of the voting stock of the Company, a Parent or a Subsidiary
on the date of this Agreement, the Termination Date shall be no later than the
day before the fifth anniversary of the date of this Agreement.
3. Vesting. This Option shall vest and be exercisable immediately as to
83,333 shares; 166,667 shares on and after February 5, 1996; and 250,000 shares
on and after February 5, 1997. The Option shall thereafter remain wholly
exercisable for the term specified in Paragraph 2 hereof, provided that Optionee
is then and has continuously been in the employ of the Company, a Parent or a
Subsidiary; subject, however, to the provisions of Paragraph 5 hereof.
4. Exercise. The Option may be exercised by written notice delivered to the
Company stating the number of shares with respect to which the Option is being
exercised, together with a check made payable to the Company in the amount of
the purchase price of such shares and the written statement provided for in
Paragraph 9 hereof, if required by said Paragraph 9. Not less than 100 shares
may be purchased at any one time unless the number purchased is the total number
purchasable under such Option at the time. Only whole shares may be purchased.
5. Exercise on Termination of Employment. In the event Optionee's
employment is terminated Optionee's right to exercise his options, if any, shall
be governed by Section 7 of the Stock Option Plan.
6. Nontransferability. This Option may not be assigned or transferred
except by will or by the laws of descent and distribution, and may be exercised
only by Optionee during his lifetime and after his death, by his representative
or by the person entitled thereto under his will or the laws of intestate
succession.
7. Optionee Not a Shareholder. Optionee shall have no rights as a
shareholder with respect to the Common Stock of the Company covered by the
Option until the date of issuance of a stock certificate or stock certificates
to him upon exercise of the Option. No adjustment will be made for dividends or
other rights for which the record date is prior to the date such stock
certificate or certificates are issued, except as provided in Section 10 of the
Stock Option Plan.
8. Modification and Termination. The rights of Optionee are subject to
modification and termination in certain events as provided in Sections 7 and 10
of the Stock Option Plan.
9. Restrictions on Transfer of Shares.
a. Securities Law Restrictions. Optionee represents and agrees that, upon
his exercise of the Option in whole or in part, unless there is in effect at
that time under the Securities Act of 1933 a registration statement relating to
the shares issued to him, he will acquire the shares issuable upon exercise of
this Option for the purpose of investment and not with a view to their resale or
further distribution, and that upon each exercise thereof he will furnish to the
Company a written statement to such effect, satisfactory to the Company in form
and substance. Optionee agrees that any certificates issued upon exercise of
this Option may bear a legend indicating that their transferability is
restricted in accordance with applicable state or federal securities law. Any
person or persons entitled to exercise this Option under the provisions of
Paragraphs 5 and 6 hereof shall, upon each exercise of the Option under
circumstances in which Optionee would be required to furnish such a written
statement, also furnish to the Company a written statement to the same effect,
satisfactory to the Company in form and substance.
10. Plan Governs. This Agreement and the Option evidenced hereby are made
and granted pursuant to the Stock Option Plan and are in all respects limited by
and subject to the express terms and provisions of that Plan, as it may be
amended from time to time and construed by the Plan Committee of the Board of
Directors of the Company. It is intended that this Option shall qualify as an
incentive stock option as defined by Section 422 of the Code, and this Agreement
shall be construed in a manner which will enable this Option to be so qualified.
Optionee hereby acknowledges receipt of a copy of the Stock Option Plan.
11. Notices. All notices to the Company shall be addressed to the President
of the Company at the principal office of the Company at 2076 Commerce Drive,
Medford, OR 97504, and all notices to Optionee shall be addressed to Optionee at
the address of Optionee on file with the Company or its Subsidiaries, or to such
other address as either may designate to the other in writing. A notice shall be
deemed to be duly given if and when enclosed in a properly addressed sealed
envelope deposited, postage prepaid, with the United States Postal Service. In
lieu of giving notice by mail as aforesaid, written notices under this Agreement
may be given by personal delivery to Optionee or to the President of the Company
(as the case may be).
12. Sale or Other Disposition. Optionee understands that, under current
law, beneficial tax treatment resulting from the exercise of this Option will be
available only if certain requirements of the Code are satisfied, including
without limitation, the requirement that no disposition of shares of Common
Stock of the Company acquired pursuant to exercise of this Option be made within
two years from the grant date or within one year after the transfer of such
shares to him or her. If Optionee at any time contemplates the disposition
(whether by sale, gift, exchange, or other form of transfer) of any shares
acquired by exercise of this Option, he or she will first notify the Company in
writing of such proposed disposition and cooperate with the Company in complying
with all applicable requirements of law, which, in the judgment of the Company,
must be satisfied prior to such disposition. In addition to the foregoing,
Optionee hereby agrees that if Optionee disposes (whether by sale, exchange,
gift, or otherwise) of any of the shares acquired by exercise of this Option
within two years of the grant date or within one year after the transfer of such
shares to Optionee upon exercise of this Option, then Optionee shall notify the
Company of such disposition in writing within 30 days from the date of such
disposition. Said written notice shall state the date of such disposition, and
the type and amount of the consideration received for such share or shares by
Optionee in connection therewith. In the event of any such disposition, the
Company shall have the right to require Optionee to immediately pay the Company
the amount of taxes (if any) which the Company is required to withhold under
federal and/or state law as a result of the granting or exercise of the subject
Option in the disposition of the subject shares.
13. 180-Day Holdback. In accepting the grant of this Option, Optionee
hereby agrees that, in the event of an underwritten public offering of the
Company's securities pursuant to which any of its securities are registered
pursuant to the Securities Act of 1933, as amended, and to the extent the
underwriter of such offering requests that the shareholders of the Company agree
to do so, the Optionee will agree not to sell any of the Common Stock issued or
issuable upon exercise of this Option for a period of at least 180 days after
the closing of such public offering, and to sign a 180- day holdback agreement
to that effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
APPLIED LASER SYSTEMS
By__________________________
Title:______________________
OPTIONEE:
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(Signature)
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(Typed or Printed Name)
Address:
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