SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
STRATEGIA CORPORATION
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
23803N 10 0
(CUSIP Number)
Alan K. MacDonald
Brown, Todd & Heyburn PLLC
3200 Providian Center
Louisville, Kentucky 40202
(502) 589-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 14, 1996
(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. /__/
CUSIP No. 23803N 10 0 13D Page 2 of 5 Pages
1 NAME OF REPORTING PERSON Richard W. Smith
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS* SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
7 SOLE VOTING POWER 215,925
NUMBER OF
SHARE 8 SHARED VOTING POWER 500
BENEFICIALLY
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 215,925
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
216,425
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%
14 TYPE OF REPORTING PERSON* IN
* SEE INSTRUCTIONS BEFORE FILLING OUT
Item 1. Security and Issuer.
This statement relates to the common stock, no par value (the
"Shares"), of Strategia Corporation, a Kentucky corporation (the
"Company"). The Company's principal executive offices are located
at 10301 Linn Station Road, P.O. Box 37144, Louisville, Kentucky
40233-7144.
Item 2. Identity and Background.
As set forth below, this filing relates to Richard W. Smith.
Mr. Smith holds approximately 6.9% of the Shares of the Company.
(a)-(c) Name, Residence or Business Address, Principal
Occupation
Richard W. Smith
10301 Linn Station Road
P.O. Box 37144
Louisville, Kentucky 40233-7144
President of Strategia Corporation
(d) During the last five years, Mr. Smith has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Smith was not a party to
a civil proceeding of a judicial or administrative body
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) Mr. Smith is a citizen of the United States.
Item 3. Source And Amount Of Funds Or Other Consideration
On October 14, 1996, the Company granted to Mr. Smith
exercisable employee stock options to purchase 75,664 Shares at an
exercise price of $7.00 per share under the Company's 1988 Stock
Option Plan. The Company also accelerated vesting of outstanding
employee stock options to purchase 16,667 Shares to become
exercisable immediately.
Item 4. Purpose of Transaction.
On October 14, 1996, the Company issued employee stock options
to purchase a total of 75,664 Shares under the Company's 1988 Stock
Option Plan (the "Options") to Mr. Smith, its President and Chief
Executive Officer. The Options are exercisable immediately at a
price of $7.00 per share, the fair market value on the date of
grant. In addition, the Company modified certain outstanding
employee stock options issued to Mr. Smith on October 1, 1995 under
the Company's 1988 Stock Option Plan to make options to purchase
16,667 Shares to become exercisable immediately. The grant of
stock-based compensation in the form of options was intended to
provide an incentive for Mr. Smith by providing an economic reward
based on the Company's long-term performance and the value of its
Shares.
Mr. Smith currently is one of the Company's directors and
serves as the Company's President and Chief Executive Officer. At
the present time, but subject to his continuing evaluation of the
factors noted below, Mr. Smith intends to retain his Shares of the
Company's capital stock. Whether Mr. Smith purchases additional Shares
of the Company's stock from time to time, and the amount and timing of any
such purchases, will depend on Mr. Smith's continuing assessment of pertinent
factors, including without limitation, the following: (i) the Company's
financial condition and prospects, (ii) the market price of Shares, (iii)
Mr. Smith's personal financial condition, (iv) other business and investment
opportunities available to Mr. Smith, (v) general economic and industry
conditions, (vi) stock market and money market conditions, (vii) the
availability and nature of opportunities to dispose of his investment in
Shares, and (viii) Mr. Smith's other plans and commitments.
Except in connection with his duties as President and a
director of the Company, Mr. Smith has no plans or proposals which
will relate to or would result in: (i) the acquisition by any
person of additional securities of the Company other than in
connection with the proposed public offering of Shares and warrants
to purchase Shares and certain other related transactions described
in the registration statement relating to the present public
offering of the Company's securities (Reg. No. 33-14055), or the
disposition of securities of the Company, (ii) any extraordinary
corporate transaction, such as a merger, reorganization or
liquidation involving the Company, (iii) a sale or transfer of a
material amount of the assets of the Company, (iv) any change in
the present board of directors or management of the Company,
including any plans or proposals to change the number or terms of
directors or to fill any existing vacancies on the board other than
the possible addition of one or more independent directors, (v) any
material change in the present capitalization or dividend policy of
the Company, (vi) any other material change in the Company's
business or corporate structure, (vii) changes in the Company's
articles of incorporation, bylaws or other actions that may impede
the acquisition of control of the Company by any person, (viii)
causing a class of securities of the Company to be delisted from a
national securities exchange or cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association, (ix) a class of equity securities of the
Company becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934, or (x)
any action similar to any of those enumerated above. Mr. Smith may
formulate plans or proposals with respect to one or more of the
foregoing in the future.
Item 5. Interest In Securities Of The Issuer.
(a) Richard W. Smith beneficially owns 216,425 Shares,
representing 6.9% of the Company's outstanding Shares, which
total includes 87,375 Shares held of record by him, 14,840
Shares issuable upon the conversion of Series AA Preferred,
3,710 Shares issuable upon the exercise of warrants, and
110,000 Shares issuable upon the exercise of options. In
addition, Mr. Smith's wife owns 500 Shares individually. Mr.
Smith disclaims beneficial ownership of the Shares owned by
his wife.
(b) Mr. Smith has sole voting and sole dispositive power with
respect to 215,925 Shares, consisting of 87,375 Shares held of
record by him, 14,840 Shares issuable upon the conversion of
Series AA Preferred, 3,710 Shares issuable upon the conversion
of warrants, and 110,000 Shares issuable upon the exercise of
options. Mr. Smith has no voting or dispositive power with
respect to 500 Shares owned by his wife.
(c) On October 14, 1996, the Company granted to Mr. Smith
exercisable employee stock options to purchase 75,664 Shares
at an exercise price of $7.00 per share under the Company's
1988 Stock Option Plan. The Company also accelerated vesting
of outstanding employee stock options to purchase 16,667
Shares to become exercisable immediately.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationship between Mr. Smith and any other person with respect to
any securities of the Company, including but not limited to the
transfer or voting of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees or
profits, division of profits or losses, giving or withholding
proxies.
Item 7. Material to be Filed as Exhibits.
None
SIGNATURES
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.
RICHARD W. SMITH
/s/ Richard W. Smith
Richard W. Smith
Date: 12/5/96
