<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
ELTRAX SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
290375 10 4
(CUSIP Number of Class of Securities)
LAURA D. NEMETH, ESQ.
BERICK, PEARLMAN & MILLS CO., L.P.A.
1350 EATON CENTER
CLEVELAND, OHIO 44114
(216) 861-4900
(Name, address and telephone number of person
authorized to receive notices and communications
on behalf of person(s) filing statement)
OCTOBER 31, 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.)
Page 1 of 5 Pages
<PAGE>
- --------------------------------------------------------------------------------
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 290375 10 4
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON JOHN M. GOOD
S.S. or I.R.S. Identification No. of Above Person S.S. No. ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS* 00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 525,000
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
-------------------------------------------------
8 SHARED VOTING POWER
-------------------------------------------------
9 SOLE DISPOSITIVE POWER 525,000
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.26%
- --------------------------------------------------------------------------------
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>
CUSIP No. 290375 10 4 SCHEDULE 13D Page 3 of 5 Pages
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to 497,000 shares (the "Shares") of common
stock, par value $.01 per share (the "Common Stock") of Eltrax Systems, Inc.,
a Minnesota corporation (the "Issuer"), and options to acquire an additional
28,000 shares of Common Stock of the Issuer (the "Option Shares") pursuant to
the Issuer's 1997 Stock Incentive Plan (the "Plan"). The address of the
principal executive office of the Issuer is 2000 Town Center, Suite 690,
Southfield, Michigan 48075.
Item 2. IDENTITY AND BACKGROUND
(a) This Schedule is being filed by John M. Good (the "Shareholder").
(b) The Shareholder's business address is 30701 Lorain Road, North
Olmsted, Ohio 44070.
(c) The Shareholder's principal occupations or employment and the name,
principal business and address of any corporation or other organization in
which such employment is conducted is President of DataComm Associates, Inc.
("DataComm") and Midwest Telecom Associates, Inc. ("Midwest"), 30701 Lorain
Road, North Olmsted, Ohio 44070.
(d) The Shareholder has not been convicted of any criminal offense
during the last five years.
(e) The Shareholder has not been a party during the last five years to
any judicial or administrative proceeding resulting in a judgment, decree or
order enjoining future violation of or prohibiting or mandating activities
subject to, federal or state security laws, or finding any violation with
respect to such laws.
(f) The Shareholder is a United States citizen.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Shareholder acquired the Shares and the Option Shares on October 31,
1997 pursuant to concurrent subsidiary merger transactions (the "Mergers"),
in which each of DataComm and Midwest was merged with and into a separate
wholly-owned subsidiary of the Issuer, with DataComm and Midwest respectively
being the surviving corporation of each such merger, as consideration for the
Shareholder's capital stock of DataComm and Midwest.
<PAGE>
CUSIP No. 290375 10 4 SCHEDULE 13D Page 4 of 5 Pages
Item 4. PURPOSE OF TRANSACTION
The purpose of the acquisition reported in this Schedule was to acquire
an interest in the Issuer for investment purposes only in connection with the
consummation of the Mergers. The Shareholder reserves the right to change
his plans and intentions at any time, as he deems appropriate.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Shareholder beneficially owns 497,000 Shares and 28,000 Option
Shares, constituting in the aggregate 5.26% of the outstanding Common Stock
of the Issuer.
(b) The Shareholder has the sole power to vote and dispose of all of the
Shares reported in Item 5(a) as beneficially owned by him. Of the Option
Shares, 14,000 vested and exerciseable on October 31, 1997 and 14,000 will
vest and become exerciseable on January 1, 1998. All of such Option Shares
have an exercise price equal to $5.9375.
(c) The only transaction in the Common Stock of the Issuer effected by
the Shareholder within the last sixty days is the acquisition pursuant to the
Mergers of the 497,000 Shares and 28,000 Option Shares reported herein.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATION-
SHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
In addition to the Shares and the Option Shares, in connection with the
Mergers the Shareholder received from the Issuer an option to purchase an
additional 22,000 shares of Common Stock of the Issuer, at an exercise price
equal to $5.9375. The options to acquire such additional shares of Common
Stock become exerciseable pursuant to the terms of the Plan as follows:
Options to acquire
14,000 shares of Common Stock - January 1, 1999
Options to acquire
8,000 shares of Common Stock - January 1, 2000
Item 7. MATERIALS TO BE FILED AS EXHIBITS
None.
<PAGE>
CUSIP No. 290375 10 4 SCHEDULE 13D Page 5 of 5 Pages
Item 8. 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.
Dated: October 31, 1997
/s/ JOHN M. GOOD
- ------------------------------------
Signature
JOHN M. GOOD
