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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )(1)
INDUSTRIAL TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
456360106
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(CUSIP Number)
Thomas A. Klee, Esq.
Shipman & Goodwin
One American Row
Hartford, CT 06103
(860) 251-5942
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 1995
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(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 [ ].
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 information required on the remainder of this cover page shall not be deemed
to be "filed" for purposes 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).
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(1) 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
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
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(1) Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons:
John E. McConnaughy, Jr.
(2) Check the Appropriate Box if a member of a Group (See Instructions):
(a)
(b)
(3) SEC Use Only:
(4) Source of Funds (See Instructions): PF
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): [ ]
(6) Citizenship or Place of Organization: USA
Number of Shares (7) Sole Voting Power: 500,000
Beneficially Owned (8) Shared Voting Power:
By Each Reporting (9) Sole Dispositive Power: 500,000
Person With (10) Shared Dispositive Power:
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 500,000
(12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions): [ ]
(13) Percent of Class Represented by Amount in Row (11): 9.1%
(14) Type of Reporting Person (See Instructions): IN
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Item 1. Security and Issuer.
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This Statement relates to the Common Stock, par value $.01 per share (the
"Common Stock") of Industrial Technologies, Inc., a Delaware corporation (the
"Issuer"), whose principal executive offices are located at One Trefoil Drive,
Trefoil Park, Trumbull, CT 06611.
Item 2. Identity and Background.
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(a) John E. McConnaughy, Jr. ("Reporting Person")
(b) 1011 High Ridge Road, Stamford, CT 06905
(c) Investor
(d), (e) During the past five years, the Reporting Person has not been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors); has not been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which such
Reporting Person was or is subject to any 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) United States of America
Item 3. Source and Amount of Funds or Other Consideration.
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Securities reported in Item 5 were acquired for $200,000 through the use
of personal funds.
Item 4. Purpose of Transaction.
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The securities reported in Item 5 were acquired for investment purposes.
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The undersigned has no present plans or proposals which relate to or would
result in: (i) the acquisition of additional securities of the Issuer, or the
disposition of securities of the Issuer; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (iv) 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 Issuer's board of directors; (v) any material change in the
present capitalization or dividend policy of the Issuer; (vi) any other material
change in the business or corporate structure of the Issuer; (vii) any material
change in the Issuer's charter or by-laws or other actions which may impede the
acquisition of control of the Issuer by any person; (viii) 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; (ix) 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 (x) any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer.
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(a), (b) On October 1, 1995, the Reporting Person beneficially owned
250,000 shares of Common Stock of the Issuer and beneficially owned 250,000
Class C Warrants to purchase Common Stock and 250,000 Class D Warrants to
purchase Common Stock (the "Warrants"). Each Warrant entitles the Reporting
Person to purchase 1/2 share of the Common Stock of the Issuer. The Class C
Warrants are exercisable for $.36 per Common Share. The Class D Warrants are
exercisable for $1.81 per Common Share. The exercise price of the Warrants is
subject to downward adjustment upon occurrence of certain events not in the
control of the Reporting Person. The Warrants first became exercisable on
December 1, 1995 and expire on December 1, 1998. The shares of Common Stock of
the Issuer held by the Reporting Person represent approximately 9.1% of the
total number of shares of Common Stock of the Issuer reported outstanding in its
Form 10-KSB for the fiscal year ended September 30, 1995, assuming exercise of
all Warrants held by the Reporting Person.
(c) There were no transactions in the Common Stock of the Issuer by the
Reporting Person in the 60 days prior to October 1, 1995.
(d), (e) Not applicable
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer.
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The Reporting Person has not entered into any contract, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to any securities of the Issuer, including, but not limited to, transfer or
voting of any securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving of holding of proxies.
Item 7. Material to be Filed as Exhibits.
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None
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SIGNATURE
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: March 25, 1997 By: /s/ John E. McConnaughy, Jr.
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John E. McConnaughy, Jr.
