<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Eltrax Systems, Inc.
--------------------
(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
290475 10 4
-----------
(CUSIP Number)
Walter C. Lovett
Douglas L. Roberson
B. Taylor Koonce
c/o Atlantic Network Systems, Inc.
8205 Brownleigh Drive
Raleigh, North Carolina 27612
(919) 786-4388
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 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: [ ]
Check the following box if a fee is being paid with this statement: [ ]
Page 1 of 13 Pages
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SCHEDULE 13D
CUSIP No. 290475 10 4
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Walter C. Lovett
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ x ]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
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 of America
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
403,750 (includes 21,250 shares deposited
in a six-month escrow account in
NUMBER OF connection with the Merger. See Item 4).
SHARES ---------------------------------------------------------------
BENEFICIALLY
OWNED BY EACH 8) SHARED VOTING POWER
REPORTING -0-
PERSON ---------------------------------------------------------------
WITH
9) SOLE DISPOSITIVE POWER
403,750 (includes 21,250 shares deposited
in a six-month escrow account in
connection with the Merger. See Item 4).
---------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
412,603 (Includes (i) 21,250 shares deposited in a six-
month escrow account in connection with the Merger and
(ii) 8,853 shares issuable pursuant to an outstanding
warrant. See Items 4 and 5).
- --------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 2 of 13 Pages
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SCHEDULE 13D
CUSIP No. 290475 10 4
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Douglas L. Roberson
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ x ]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
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 of America
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
403,750 (includes 21,250 shares deposited
in a six-month escrow account in
NUMBER OF connection with the Merger. See Item 4).
SHARES ----------------------------------------------------------------
BENEFICIALLY
OWNED BY EACH 8) SHARED VOTING POWER
REPORTING -0-
PERSON ----------------------------------------------------------------
WITH
9) SOLE DISPOSITIVE POWER
403,750 (includes 21,250 shares deposited
in a six-month escrow account in
connection with the Merger. See Item 4).
----------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
412,603 (Includes (i) 21,250 shares deposited in a six-
month escrow account in connection with the Merger and
(ii) 8,853 shares issuable pursuant to an outstanding
warrant. See Items 4 and 5).
- --------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
Page 3 of 13 Pages
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SCHEDULE 13D
CUSIP No. 290475 10 4
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
B. Taylor Koonce
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ x ]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
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 of America
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
142,500 (includes 7,500 shares deposited
in a six-month escrow account in
NUMBER OF connection with the Merger. See Item 4).
SHARES ---------------------------------------------------------------
BENEFICIALLY
OWNED BY EACH 8) SHARED VOTING POWER
REPORTING -0-
PERSON ---------------------------------------------------------------
WITH
9) SOLE DISPOSITIVE POWER
142,500 (includes 7,500 shares deposited
in a six-month escrow account in
connection with the Merger. See Item 4).
---------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,623 (Includes (i) 7,500 shares deposited in a six-
month escrow account in connection with the Merger and
(ii) 3,123 shares issuable pursuant to an outstanding
warrant. See Items 4 and 5).
- --------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 4 of 13 Pages
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to the Common
Stock, $.01 par value (the "Common Stock"), of Eltrax Systems, Inc., a Minnesota
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at Rush Lake Business Park, 1775 Old Highway 8, St. Paul, Minnesota
55112.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This Statement is being filed on behalf of Walter C. Lovett,
Douglas L. Roberson and B. Taylor Koonce (the "Reporting Persons" or
individually the "Reporting Person") with respect to their acquisition of an
aggregate of Nine Hundred and Fifty Thousand (950,000) shares (the "Acquired
Shares") of Common Stock from the Issuer in connection with the acquisition by
the Issuer from the Reporting Persons on October 31, 1996 of all of the issued
and outstanding shares of common stock of Atlantic Network Systems, Inc., a
North Carolina corporation ("ANS"). The acquisition was accomplished pursuant to
an Agreement and Plan of Merger dated as of October 31, 1996, by and among the
Issuer, ANS Acquisition Corporation, a North Carolina corporation and a wholly
owned subsidiary of the Issuer ("Acquisition Corp."), ANS and the Reporting
Persons (the "Merger Agreement"). The names, addresses, and present principal
occupation of each Reporting Person are:
1. NAME: Walter C. Lovett
ADDRESS: c/o Atlantic Network Systems, Inc.
8205 Brownleigh Drive
Raleigh, North Carolina 27612
PRINCIPAL OCCUPATION: Vice President and Treasurer
Atlantic Network Systems, Inc.
8205 Brownleigh Drive
Raleigh, North Carolina 27612
2. NAME: Douglas L. Roberson
ADDRESS: c/o Atlantic Network Systems, Inc.
8205 Brownleigh Drive
Raleigh, North Carolina 27612
PRINCIPAL OCCUPATION: President
Atlantic Network Systems, Inc.
8205 Brownleigh Drive
Raleigh, North Carolina 27612
3. NAME: B. Taylor Koonce
ADDRESS: c/o Atlantic Network Systems, Inc.
8205 Brownleigh Drive
Raleigh, North Carolina 27612
Page 5 of 13 Pages
<PAGE>
PRINCIPAL OCCUPATION: Vice President
Atlantic Network Systems, Inc.
8205 Brownleigh Drive
Raleigh, North Carolina 27612
(d)-(e) During the last five years, none of the Reporting Persons have
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) nor have any been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to 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) Each of the Reporting Persons is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and the amount of funds for the acquisition of shares of Eltrax
Common Stock is hereafter described. All of the Acquired Shares acquired by the
Reporting Persons were issued on October 31, 1996, by the Issuer in connection
with the merger of Acquisition Corp. with and into ANS (the "Merger"), pursuant
to the terms of the Merger Agreement. Under the terms of the Merger Agreement,
all of the previously issued and outstanding shares of ANS were canceled in
exchange for the issuance of the Acquired Shares to the Reporting Persons. All
of the Acquired Shares are held as personal assets of the Reporting Persons.
ITEM 4. PURPOSE OF TRANSACTION.
On September 3, 1996, the Issuer, Walter C. Lovett, Douglas L. Roberson, B.
Taylor Koonce and ANS signed a letter agreement that contemplated the
acquisition of all of the issued and outstanding common stock of ANS in exchange
for the issuance of 950,000 shares of Common Stock of the Issuer, subject to
definitive documentation and closing. The Merger Agreement was executed on
October 31, 1996 and the closing (the "Closing") of the transaction took place
on October 31, 1996. Pursuant to the terms of the Merger Agreement, an
aggregate of 950,000 shares of Common Stock of the Issuer were issued to Walter
C. Lovett, Douglas L. Roberson and B. Taylor Koonce at the Closing in
connection with the Merger. The 950,000 shares of Common Stock of the Issuer
issued in connection with the Merger represented approximately 12.6% of the
issued and outstanding shares of Common Stock of the Issuer after the Closing,
without giving effect to outstanding options and warrants, and 13% after giving
effect to all outstanding options and warrants. Of the 950,000 shares of Common
Stock of the Issuer issued to the Reporting Persons, 50,000 shares (the
"Escrowed Shares") were deposited into an escrow account at Norwest Bank
Minnesota, National Association pursuant to the terms of that certain Escrow
Agreement dated as of October 31, 1996 by and among the Issuer, the Reporting
Persons, and Norwest Bank Minnesota, National Association, the terms of which
provide for the release of the Escrowed Shares to the Reporting Persons on April
30, 1997, subject to the terms and conditions of the Escrow Agreement. All of
the Acquired Shares issued to the Reporting Persons in connection with the
Merger are "restricted stock," as defined in the rules promulgated under the
Securities Act of 1933, as amended, and have certain demand registration rights
and "piggyback" registration rights. All expenses of such registration will be
borne by the Issuer.
Page 6 of 13 Pages
<PAGE>
In connection with the Merger, the Issuer agreed to elect Walter C. Lovett
to the Issuer's Board of Directors effective on the day following the closing of
the Merger and conditioned thereon.
Pursuant to the terms of that certain Agreement dated as of October 31,
1996 by and among the Issuer, the Reporting Persons and William P. O'Reilly,
Clunet R. Lewis, and Mack V. Traynor, III (collectively, the "Eltrax
Principals"): (a) the Reporting Persons have the right at any time after 90 days
following the closing of the Merger and continuing until October 31, 1998, to
request the assistance of the Issuer to use its good faith reasonable efforts in
a private sale of a portion (the "Assistance Portion") of the Acquired Shares
(the Assistance Portion of the Acquired Shares is equal to the lesser of 300,000
shares of the Issuer's Common Stock or shares of the Issuer's Common Stock with
$1,000,000 in market value); provided, however, that in any event a private sale
may not be consummated before the Issuer's first public disclosure of the
earnings of the Issuer and ANS prepared on a combined basis which includes at
least a 30 day period, based on the audited financial statements of the Issuer
and ANS (the "First Available Date"); (b) prior to the sale of the Assistance
Portion of the Acquired Shares, the Reporting Persons have the right, prior to
any other director, executive officer or other affiliate, to include and sell
the Assistance Portion of the Acquired Shares in any underwritten registered
public offering (the "Public Offering") undertaken by the Issuer, other than in
connection with an acquisition of another business or pursuant to a registration
statement on Form S-8, and subject to the determination by such underwriter to
exclude all shares of the Issuer's Common Stock held by officers, directors and
others who are holders of registration rights, on the basis that including such
restricted Common Stock of the Issuer in the proposed offering would jeopardize
the success of the Public Offering; provided, however, that no sales shall be
consummated by the Reporting Persons in such Public Offering before the First
Available Date, and (c) during the time of any pending request made by the
Reporting Persons pursuant to either (a) or (b) above, the Eltrax Principals are
restricted from selling any of their shares of the Issuer's Common Stock (the
"Standstill Agreement") until the Reporting Persons have completed sales of
their Common Stock of the Issuer which result in net aggregate proceeds of at
least $1,000,000, after deduction of all commissions, expenses and all other
costs of sale, including the combined individual capital gains tax of the
Reporting Persons (the "Minimum Dollar Amount"); provided, however, that the
Standstill Agreement will automatically be satisfied and will automatically
terminate on the date on which the Reporting Persons have sold shares of the
Issuer's Common Stock through any means which result in net proceeds of at least
the Minimum Dollar Amount on an aggregate basis. Notwithstanding the foregoing,
if the Reporting Persons make a request for assistance under (a) or (b) above
and a private sale (or any other sale which results in net proceeds of at least
the Minimum Dollar Amount) has not occurred by June 30, 1997, and provided that
the Reporting Persons have exercised their demand registration rights pursuant
to the Merger Agreement by April 1, 1997, then the Eltrax Principals will
continue to be bound by the Standstill Agreement for a period of 120 days
following the effectiveness of such demand registration statement, and at the
end of such 120-day period, the Standstill Agreement will terminate.
In addition to the foregoing, ANS entered into an Employment and Non-
Competition Agreement with each of the Reporting Persons, the terms of which
generally provide for the employment by ANS of each of the Reporting Persons for
a period of five years from October 31, 1996. The Employment and Non-
Competition Agreements of each of Walter C. Lovett and Douglas L. Roberson
provide for a two-year non-compete period and the Employment and Non-Competition
Agreement of B. Taylor Koonce provides for an up to two-year non-compete period,
depending upon the manner in which Mr. Koonce's employment is terminated. In
addition, pursuant to the Employment and Non-Competition Agreements of each of
Walter C. Lovett and Douglas L. Roberson, the Issuer granted a five year warrant
to purchase up to 106,250 shares of Eltrax Common Stock, at an exercise price of
$6.00 per share. Pursuant to the Employment and Non-Competition Agreement of B.
Taylor Koonce, the Issuer granted a five year
Page 7 of 13 Pages
<PAGE>
warrant to purchase up to 37,500 shares of Eltrax Common Stock, at an exercise
price of $6.00 per share. The rights represented by each of these warrants
issued to the Reporting Persons become exercisable in 36 equal installments;
provided, however, that the Reporting Persons must remain employed by ANS.
Finally, the Employment and Non-Competition Agreements of each of Walter C.
Lovett and Douglas L. Roberson provide for the payment of certain incentive
bonus payments to each of these individuals based upon the financial performance
of ANS.
Except as disclosed in this Item 4, no Reporting Person has any current
plans or proposals which relate to or would result in any of the events
described in Items (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The following table sets forth information regarding the
beneficial ownership of the Common Stock and Common Stock Equivalents of the
Issuer as of October 31, 1996, unless otherwise noted, by each Reporting Person.
Shares of Common Stock (or Common
Name Stock Equivalents) Beneficially Owned(1)(2)
---- -------------------------------------------
Amount Percent of
------ Class(3)
--------
Walter C. Lovett(2) 412,603(4) 5.5%
Douglas L. Roberson(2) 412,603(4) 5.5%
B. Taylor Koonce(2) 145,623(5) 1.9%
- --------------------
(1) Shares not outstanding but deemed beneficially owned by virtue of the right
of a person to acquire them within 60 days, whether by the exercise of
options or warrants, are deemed outstanding in determining the amount and
person owned by such person or group.
(2) The Reporting Persons possess sole voting and dispositive power with
respect to such shares.
(3) For purposes of calculating the percent of class for each person or group,
all rights to acquire Common Stock within 60 days, whether by the exercise
of options or warrants, are deemed outstanding for such person or group.
Such rights to acquire Common Stock are not, however, deemed to be
outstanding for the purpose of computing the percentage of the class by any
other person or group.
(4) Includes (i) 21,250 shares deposited in a six month escrow account in
connection with the Merger and (ii) 8,853 shares issuable pursuant to an
outstanding warrant.
Page 8 of 13 Pages
<PAGE>
(5) Includes (i) 7,500 shares deposited in a six month escrow account in
connection with the Merger and (ii) 3,123 shares issuable pursuant to an
outstanding warrant.
(c) Other than as described in Item 4 above, during the past 60 days, the
Reporting Persons have not effected any other transactions in any shares of the
Issuer's Common Stock.
(d)-(e) Items 5(d) and (e) are inapplicable to the Reporting Persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Besides the Merger Agreement and the other agreements entered into by the
Reporting Persons in connection therewith, as described in Item 4 above,
pursuant to which the Reporting Persons acquired the securities of the
Issuer described herein, there are no other contracts, arrangements,
understandings or relationships with respect to securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement and Plan of Merger by and among Eltrax Systems,
Inc., ANS Acquisition Corporation, Atlantic Network Systems,
Inc., and Walter C. Lovett, Douglas L. Roberson and B.
Taylor Koonce dated as of October 31, 1996. Omitted from
such exhibit, as filed, are the remaining exhibits
referenced in such agreement. The Reporting Persons will
furnish supplementally a copy of any such exhibits to the
Commission upon request.
Exhibit 2 Escrow Agreement between Eltrax Systems, Inc., Walter C.
Lovett, Douglas L. Roberson and B. Taylor Koonce, and
Norwest Bank Minnesota, National Association dated as of
October 31,1996.
Exhibit 3 Agreement between Eltrax Systems, Inc., Clunet R. Lewis,
William P. O'Reilly, and Mack V. Traynor, III, and Walter C.
Lovett, Douglas L. Roberson and B. Taylor Koonce dated as of
October 31, 1996.
Exhibit 4 Employment and Non-Competition Agreement between Atlantic
Network Systems, Inc. and Walter C. Lovett dated as of
October 31, 1996.
Exhibit 5 Employment and Non-Competition Agreement between Atlantic
Network Systems, Inc. and Douglas L. Roberson dated as of
October 31, 1996.
Exhibit 6 Employment and Non-Competition Agreement between Atlantic
Network Systems, Inc. and B. Taylor Koonce dated as of
October 31, 1996.
Exhibit 7 Warrant granted to Walter C. Lovett to purchase 106,250
shares of Common Stock of Eltrax Systems, Inc., dated as of
October 31, 1996.
Exhibit 8 Warrant granted to Douglas L. Roberson to purchase 106,250
shares of Common Stock of Eltrax Systems, Inc., dated as of
October 31, 1996.
Page 9 of 13 Pages
<PAGE>
Exhibit 9 Warrant granted to B. Taylor Koonce to purchase 37,500
shares of Common Stock of Eltrax Systems, Inc., dated as of
October 31, 1996.
Exhibit 10 Letter from Walter C. Lovett, Douglas L. Roberson and B.
Taylor Koonce to Eltrax Systems, Inc. dated November 8,
1996.
Page 10 of 13 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
/s/ Walter C. Lovett
-----------------------------------
November 7, 1996 Walter C. Lovett
/s/ Douglas L. Roberson
-----------------------------------
Douglas L. Roberson
/s/ B. Taylor Koonce
-----------------------------------
B. Taylor Koonce
Page 11 of 13 Pages
<PAGE>
EXHIBIT INDEX
Exhibit Description Method of Filing
------- ----------- ----------------
1 Agreement and Plan of Merger by and among Incorporated by
Eltrax Systems, Inc., ANS Acquisition reference to Exhibit
Corporation, Atlantic Network Systems, Inc., 2.1 contained in the
and Walter C. Lovett, Douglas L. Roberson and Current Report on Form
B. Taylor Koonce dated as of October 31, 1996. 8-K filed November 12,
Omitted from such exhibit, as filed, are the 1996 (File No.
remaining exhibits referenced in such 0-22190).
agreement. The Reporting Persons will furnish
supplementally a copy of any such exhibits to
the Commission upon request.
2 Escrow Agreement between Eltrax Systems, Inc., Incorporated by
Walter C. Lovett, Douglas L. Roberson and B. reference to Exhibit
Taylor Koonce, and Norwest Bank Minnesota, 2.2 contained in the
National Association dated as of October Current Report on Form
31, 1996. 8-K filed November 12,
1996 (File No.
0-22190).
3 Agreement between Eltrax Systems, Inc., Clunet Incorporated by
R. Lewis, William P. O'Reilly, and Mack V. reference to Exhibit
Traynor, III, and Walter C. Lovett, Douglas L. 10.7 contained in the
Roberson and B. Taylor Koonce dated as of Current Report on Form
October 31, 1996. 8-K filed November 12,
1996 (File No.
0-22190).
4 Employment and Non-Competition Agreement Incorporated by
between Atlantic Network Systems, Inc. and reference to Exhibit
Walter C. Lovett dated as of October 31, 1996. 10.1 contained in the
Current Report on Form
8-K filed November 12,
1996 (File No.
0-22190).
5 Employment and Non-Competition Agreement Incorporated by
between Atlantic Network Systems, Inc. and reference to Exhibit
Douglas L. Roberson dated as of October 31, 10.2 contained in the
1996. Current Report on Form
8-K filed November 12,
1996 (File No.
0-22190).
6 Employment and Non-Competition Agreement Incorporated by
between Atlantic Network Systems, Inc. and B. reference to Exhibit
Taylor Koonce dated as of October 31, 1996. 10.3 contained in the
Current Report on Form
8-K filed November 12,
1996 (File No.
0-22190).
7 Warrant granted to Walter C. Lovett to Incorporated by
purchase 106,250 shares of Common reference to
Stock of Eltrax Systems, Inc., dated Exhibit 10.4
as of October 31, 1996. contained in the
Current Report on
Form 8-K filed
November 12, 1996
(File No.
0-22190).
Page 12 of 13 Pages
<PAGE>
8 Warrant granted to Douglas L. Roberson to Incorporated by
purchase 106,250 shares of Common Stock of reference to Exhibit
Eltrax Systems, Inc., dated as of October 31, 10.5 contained in the
1996. Current Report on Form
8-K filed November 12,
1996 (File No.
0-22190).
9 Warrant granted to B. Taylor Koonce to Incorporated by
purchase 37,500 shares of Common Stock of reference to Exhibit
Eltrax Systems, Inc., dated as of October 31, 10.6 contained in the
1996. Current Report on Form
8-K filed November 12,
1996 (File No.
0-22190).
10 Letter from Walter C. Lovett, Douglas L. Filed herewith.
Roberson and B. Taylor Koonce to Eltrax
Systems, Inc. dated November 8, 1996.
Page 13 of 13 Pages
<PAGE>
[ANS Letterhead]
November 8, 1996
Eltrax Systems, Inc.
Rush Lake Office Park
1775 Old Highway 8
St. Paul, Minnesota 55112
RE: ELTRAX SYSTEMS, INC.
SCHEDULE 13D
Dear Ladies and Gentlemen:
Enclosed please find one Schedule 13D prepared and filed on behalf of each of
the undersigned, Walter C. Lovett, Douglas L. Roberson and B. Taylor Koonce.
Very truly yours,
/s/ Walter C. Lovett
- -----------------------------------
Walter C. Lovett
/s/ Douglas L. Roberson
- -----------------------------------
Douglas L. Roberson
/s/ B. Taylor Koonce
- -----------------------------------
B. Taylor Koonce
