SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
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)
Howard B. Norton
c/o DATATECH
27126 Paseo Espada, Suite 1602
San Juan Capistrano, California 92675
(714) 493-2028
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 24, 1996
(Date of Event which Required 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/A, 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 ___ pages
Exhibit Index appears on page 5
SCHEDULE 13D/A
CUSIP No. 290475 10 4
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Howard B. Norton Norton Charitable Remainder Unitrust
Ruby L. Norton
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF 7. SOLE VOTING POWER
SHARES 983,000
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 983,000
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 983,000
PERSON WITH 10. SHARED DISPOSITIVE POWER
983,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
983,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9% (See Item 5)
14. TYPE OF REPORTING PERSON
OO
Schedule 13D/A
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D/A (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 Howard B. and Ruby
Lee Norton, Trustees of the Norton Charitable Remainder Unitrust dated June 18,
1996 (the "Reporting Persons") with respect to their disposition of one million
(1,000,000) shares (the "Shares") of Common Stock of the Issuer in connection
with the sale acquisition by those certain individuals identified on Schedule A
to the Stock Purchase Agreement dated June 24, 1996 (the "Agreement") from the
Reporting Persons on June 24, 1996. The names, addresses, principal occupation
and/or nature of business of each Reporting Persons are:
1. Name: Howard B. Norton
Address: c/o DATATECH
27126 Paseo Espada, Suite 1602
San Juan Capistrano, California 92675
Principal Occupation: President
DATATECH, (a subsidiary of the
Issuer) 27126 Paseo Espada, Suite
1602 San Juan Capistrano, California
92675
2. Name: Ruby Lee Norton
c/o DATATECH
27126 Paseo Espada, Suite 1602
San Juan Capistrano, California 92675
Principal Occupation: Secretary
DATATECH, (a subsidiary of the
Issuer) 27126 Paseo Espada, Suite
1602 San Juan Capistrano, California
92675
(b) During the last five years none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) nor have any of the Reporting Persons 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.
(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.
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons are selling the Shares in order to diversify
their investment portfolio and to take the opportunity of selling to individuals
interested in acquiring the Shares at this time.
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 July 1, 1996, unless otherwise noted, by each Reporting Person:
Shares of Common Stock (or Common Stock
Stock Equivalents) Beneficially Owned (1)(2)
--------------------------------------------
Name Amount Percent of
Class
Howard B. Norton 983,000 14.9%
and Ruby Lee Norton
as Community Property
- -----------------------------
(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 percent owned
by such person or group.
(2) All of the shares shown are held by Howard B. and
Ruby Lee Norton, as Community Property.
(c) During the past 60 days, the Reporting Persons have not effected
any other transactions in any shares of Eltrax stock, other than as described in
Item 4 above and the original 13D filed with the Securities and Exchange
Commission on May 29, 1996 for the acquisition of 1,983,000 shares pursuant to
the Merger Agreement described therein and other than a transfer of 1,000,000
shares of Common Stock to the Norton Charitable Remainder Unitrust for which the
Nortons are the beneficiaries on June 20, 1996.
(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
For additional information on contracts, arrangements, understandings
or relationship with respect to securities of the Issuer, see Item 2 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 Stock Purchase Agreement, dated June 24, 1996, between Norton
Charitable Remainder Unitrust, Howard Bruce Norton and Ruby Lee
Norton, Trustees of the Norton Charitable Remainder Unitrust,
Howard Bruce Norton and Ruby Lee Norton as beneficiaries of the
Norton Charitable Remainder Unitrust and each of those certain
individuals identified on Schedule A to the Stock Purchase
Agreement.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: July 30, 1996
/s/ Howard B. Norton
---------------------------------
Howard B. Norton
/s/ Ruby L. Norton
---------------------------------
Ruby L. Norton
NORTON CHARITABLE REMAINDER UNITRUST
By: /s/ Howard B. Norton
---------------------------------
Howard B. Norton
/s/ Ruby L. Norton
---------------------------------
Ruby L. Norton
Its: Trustees
EXHIBIT 1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of this 24th day of June, 1996, by and among Norton Charitable Remainder
Unitrust dated June 18, 1996 (the "Seller"), Howard Bruce Norton and Ruby Lee
Norton, Trustees of the Norton Charitable Remainder Unitrust dated June 18, 1996
(the "Trustee"), Howard Bruce and Ruby Lee Norton, as beneficiaries of the
Norton Charitable Remainder Unitrust dated June 18, 1996 (the "Beneficiaries")
and each of those certain individuals identified on Schedule A to this Agreement
(the "Buyers").
RECITALS
A. Pursuant to that certain Agreement and Plan of Merger dated as of
May 14, 1996, as amended on May 17, 1996, (the "Merger Agreement") among Eltrax
Systems, Inc., a Minnesota corporation (the "Company"), Datatech Acquisition
Corporation, Rudata Acquisition Corporation, Nordata, Inc., Rudata, Inc. and the
Beneficiaries, the Company issued 1,983,000 shares of its Common Stock, $.01 par
value ("Common Stock"), to the Beneficiaries as community property.
B. Subsequent to the Merger Agreement, the Beneficiaries transferred
1,000,000 shares of such Common Stock to the Seller subject to the terms of that
certain Norton Charitable Remainder Unitrust dated June 18, 1996.
C. The Seller wishes to sell to the Buyers, and the Buyers wish to
purchase, an aggregate of 1,000,000 shares of Common Stock from the Seller (the
"Shares"), with each individual Buyer purchasing that portion of the Shares set
forth in the table contained in Schedule A to this Agreement.
D. Certain of the Buyers are executive officers and directors of the
Company, and are identified as such on Schedule A (the "Affiliates").
AGREEMENT
In consideration of the foregoing recitals and of the agreements and
undertakings set forth below, the parties agree as follows:
1.0 PURCHASE AND SALE OF SHARES. The Seller agrees to sell the Shares to
the Buyers, and the Buyers agree to purchase the Shares from the Seller
in the quantities set forth in Schedule A, on the date hereof, at a
total purchase price of Three Dollars and Two Cents ($3.02) per share
of Common Stock, of which Three Dollars ($3.00) per share shall be paid
to the Seller and Two Cents ($0.02) shall be paid to the Company to
cover the direct expenses of this transaction incurred by the Company,
including without limitation, legal, accounting, bank and transfer
fees. On or before Monday, June 24, 1996, Seller will deliver to the
Company at its corporate headquarters located at Rush Lake Business
Park, 1775 Old Highway 8, St. Paul, MN 55112, as custodian (the
"Custodian"), certificate(s) representing the Shares, together with
properly executed stock power(s) transferring the Shares to the Buyers
according to the quantities set forth in Schedule A. The Custodian will
hold such Shares against payment therefor by the Buyers, which shall be
made by each Buyer on or before Monday, June 24, 1996, by cashier's or
certified check delivered to the Custodian at the above address. Upon
receipt of payment for the Shares and any such information as the
Custodian may reasonably require from each Buyer, the Custodian will
instruct the Company's transfer agent to issue certificates
representing the Shares to the Buyers in such names, amounts and
deliver the certificates to such addresses as indicated on Schedule A,
and will remit payment therefor to the Seller.
2.0 ASSIGNMENT OF REGISTRATION RIGHTS. In consideration of the sale of the
Shares to the Buyers, the Beneficiaries hereby irrevocably assign to
the Buyers all of their rights, benefits and obligations with respect
to registration rights regarding the Shares under Exhibit 4.12 to the
Merger Agreement. As required by Exhibit 4.12, in connection with such
assignment, each of the Buyers hereby covenants and agrees to be bound
by all the terms thereof. This assignment shall in no way affect or
diminish the registration rights provided in such Exhibit 4.12 as it
applies to all other shares of Common Stock owned by the Beneficiaries.
3.0 REPRESENTATIONS AND WARRANTIES OF THE SELLER, THE TRUSTEE AND THE
BENEFICIARIES. The Seller, the Trustee, and the Beneficiaries, jointly
and severally, represent and warrant to the Buyers as follows:
3.1. TITLE TO SHARES. The Seller is the beneficial owner of the
Shares, free and clear of all liens, encumbrances and claims
of every kind, and the delivery of the Shares by the Seller to
the Buyers under this Agreement will transfer valid title in
the shares to the Buyers, free and clear of all liens,
charges, encumbrances and claims of every kind. There are no
actions, suits or proceedings against the Seller affecting the
title of the Seller to the Shares or the right of the Trustee
to execute, deliver and perform this Agreement.
3.2. AUTHORITY. The Trustee has the full legal right, power and
authority to execute, deliver and perform this Agreement on
behalf of the Seller and to consummate the transactions
contemplated hereby. This Agreement has been duly and validly
executed and delivered by, and constitutes the valid and
binding agreement of, the Seller, enforceable against the
Seller in accordance with its terms.
4.0 REPRESENTATIONS AND WARRANTIES OF THE BENEFICIARIES. Each of the
Beneficiaries, having been parties to the Merger Agreement, jointly and
severally represent and warrant, to the best of their knowledge, to
each of the Buyers as of the date hereof, that there have been no
material adverse changes in the business and financial condition of
Datatech since May 17, 1996.
5.0 REPRESENTATIONS AND WARRANTIES OF THE BUYERS. Each of the Buyers
represents and warrants to the Seller as follows:
5.1. AUTHORITY. The Buyer has the full legal right, power and
authority to execute, deliver and perform this Agreement and
consummate the transactions contemplated hereby. This
Agreement has been duly and validly executed and delivered by,
and constitutes the valid and binding agreement of the Buyer,
enforceable against the Buyer in accordance with its terms.
5.2. INVESTMENT INTENT. The Shares are being acquired by the Buyer
for his own account and not with a view to, or for resale in
connection with, any distribution or public offering within
the meaning of the Securities Act of 1933, as amended (the
"Act"). The Buyer understands that the Shares have not been
registered under the Act or any applicable state securities
laws by reason of their transfer or contemplated transfer in a
transaction exempt from registration and prospectus delivery
requirements of the Act and such state securities laws. The
Buyer further understands that the Shares must be held
indefinitely unless they are registered under the Act and any
applicable state securities laws or are transferred in a
transaction exempt from such registration, that the reliance
of the Seller upon this exemption from registration is
presently not available to the Buyer pursuant to Rule 144
promulgated under the Act and that, in any event, the Shares
may not be sold pursuant to Rule 144 prior to the expiration
of a two-year period after they have been acquired by the
Buyer. The Buyer understands that the certificates
representing the Shares will bear an appropriate legend
restricting transfer. The Buyer is in a financial position to
own the Shares purchased by him and is able to bear the
economic risk and withstand a complete loss of his investment
in the Shares so purchased for as long as necessary under
applicable securities laws.
5.3. INFORMATION. The Buyer acknowledges that he has had full
access to the Company and its senior management and has had
the opportunity to ask all such questions and obtain all such
information material to the Buyer's determination to invest in
the Shares. The Buyer confirms the Seller's understanding that
the Buyer is fully aware of and has been advised concerning
the present financial condition of the Company, the
administration of its business affairs and its prospects for
future business.
The Buyer believes he has such knowledge and experience in
financial and business matters that he is capable of
evaluating the merits and risks of the proposed investment in
the Shares so purchased and has an appropriate net worth to
undertake such risks. The Buyer believes that the investment
in the Shares so purchased is suitable for him based upon his
investment objectives and financial needs, and the Buyer has
adequate means for providing for his current financial needs
and personal contingencies, and has no need for liquidity of
investment with respect to the Shares so purchased. The Buyer
has no agreements (written or oral), arrangements,
understandings or commitments with any other investor
subscribing for Shares. The undersigned is an accredited
investor as defined under the rules promulgated by the
Securities and Exchange Commission under Regulation D. The
Buyer has completed an investor questionnaire attached hereto
as Schedule B.
6.0 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations,
warranties, covenants and agreements of the Seller, Trustee, Buyers and
Affiliates shall survive the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby regardless
of any investigation that may have been made at any time by or on
behalf of the party to which such representations, warranties,
covenants and agreements are made.
7.0 MISCELLANEOUS PROVISIONS.
7.1. TERMINATION. This Agreement may be terminated only by the
mutual written agreement of the parties hereto.
7.2. SPECIFIC PERFORMANCE. The parties to this Agreement agree that
the Shares constitute unique property and that it may be
impossible to measure in money the damages which will accrue
by reason of a failure to perform any of the obligations under
this Agreement. The parties further agree that an order of
specific performance or for injunctive relief against a party
or parties in default under the terms of this Agreement would
be equitable and would not work a hardship on the defaulting
party or parties. The plaintiff's remedies will be cumulative
and the plaintiff will be entitled to exercise any and all
rights and remedies available to the plaintiff in law or in
equity.
7.3. VALIDITY OF PROVISIONS; SEVERABILITY. Provisions of this
Agreement will be interpreted to be valid and enforceable
under applicable law to the extent that such interpretation
does not materially alter this Agreement. If any such
provision becomes invalid or unenforceable under applicable
law, such provision will be stricken to the extent necessary
and the remainder of such provisions and the remainder of this
Agreement will continue in full force and effect.
7.4. ENTIRE AGREEMENT; AMENDMENT. This Agreement contains the
entire agreement between the parties with respect to the
subject matter hereof. All prior and contemporaneous
agreements, discussions or understandings, whether oral or
written, are expressly superseded by this Agreement and are
null and void. This Agreement may not be modified or amended
except in writing signed by all of the parties. All references
in this Agreement to "he," "him and "his" shall be interpreted
to also apply to the feminine or neuter genders.
7.5. FURTHER ASSURANCES. Each party agrees to perform, or cause to
be performed, such further acts and deeds and agrees to
execute and deliver, or cause to be executed and delivered,
such additional or supplemental documents and instruments as
may be reasonably required to effect the transactions
contemplated by this Agreement.
7.6. GOVERNING LAW. This Agreement and the legal relations created
by it will in all respects, including, without limitation,
construction, interpretation, performance, effect and
remedies, be governed by and construed in accordance with the
internal laws of the State of Minnesota without regard to the
laws of conflict of any jurisdiction.
7.7. HEADINGS. The headings of sections of this Agreement are
inserted for convenience only and do not constitute a
substantive part of this Agreement.
7.8. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all
of which together constitute one and the same instrument.
7.9. NO BROKERAGE FEE. Buyers and Seller mutually represent that no
brokers or finders have been retained or engaged in order to
facilitate the transaction contemplated by this Agreement.
IN WITNESS WHEREOF, the parties duly executed this Stock Purchase Agreement
effective as of the date first written above.
<TABLE>
<CAPTION>
SELLER BENEFICIARIES
<S> <C>
Norton Charitable Remainder Unitrust
dated June 18, 1996
/s/ Howard Bruce Norton
Howard Bruce Norton
By /s/ Howard Bruce Norton
Howard Bruce Norton, Trustee
/s/ Ruby Lee Norton
By /s/ Ruby Lee Norton Ruby Lee Norton
Ruby Lee Norton, Trustee
BUYERS
/s/ James Barnard, Sr. /s/ William P. O'Reilly
James Barnard, Sr. William P. O'Reilly
Broadland Capital Partners L.P.
/s/ Steven A. Odom
By /s/ Broadland Capital Partners L. P. Steven A. Odom
/s/ Patrick J. Dirk /s/ Peter Sugar
Patrick J. Dirk Peter Sugar
/s/ Arthur R. Geiger /s/ Morgan Q. & Cynthia Webb Payne
Arthur R. Geiger Morgan Q. & Cynthia Webb Payne, JTWROS
/s/ Henry Kraus /s/ Gerald Phillips
Henry Kraus Gerald Phillips
/s/ Jeff Kukes /s/ Stephen E. Raville
Jeff Kukes Stephen E. Raville
/s/ Clunet R. Lewis /s/ Thomas G. Scavone
Clunet R. Lewis Thomas G. Scavone
/s/ Jerry McAndrews /s/ Paul R. Swanson
Jerry McAndrews Paul R. Swanson
/s/ Thomas F. Madison /s/ Jack Traynor
Thomas F. Madison Jack Traynor
Aurum Group L.P. /s/ Mack V. Traynor III
Mack V. Traynor III
By /s/ Aurum Group L.P.
/s/ Robert D. O'Reilly
Robert D. O'Reilly
/s/ Richard Gagon
Richard Gagnon /s/ Ethel Ware Carter
Ethel Ware Carter
</TABLE>
