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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. 4)*
Astrex, Inc.
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(Name of Issuer)
Astrex, Inc. Common Stock
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(Title of Class of Securities)
046357-20-8
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(CUSIP Number)
John C. Loring, 700 Irving Park, Chicago, IL 60613
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 15, 1998
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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. |_|
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.)
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 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 of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose 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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Schedule 13D
Amendment No. 4
CUSIP 046357-20-8 Page 2 of 4
John C. Loring
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John C. Loring SS# ###-##-####
Elizabeth J.S. Loring SS# ###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS* 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
United States, Illinois
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NUMBER OF | 7 | SOLE VOTING POWER John C. Loring 1,849,310 Shares
SHARES | | Elizabeth Loring 271,970 Shares
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER John & Elizabeth Loring 58,983
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER Same as 7
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER Same as 8
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See 7 & 8 2,180,263 Shares
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.53%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN (EP)
- ------------------------------------------------------------------------------
* 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
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Schedule 13D
Amendment No. 4
CUSIP 046357-20-8 Page 3 of 4
John C. Loring
Item 1. Security and Issuer:
New Common Stock issued by Astrex, Inc. pursuant to Astrex, Inc.'s
Second Amended Joint Plan of Reorganization. The principal offices of
Astrex, Inc. are located at 205 Express Street, Plainview, New York
11803.
Item 2. Identity and Background:
(a) John C. Loring and Elizabeth J. Loring.
(b) Mr. and Mrs. Loring's address is 700 Irving Park Road, Chicago,
Illinois 60613.
(c) Mr. Loring's principal occupation is attorney and private
investor, in addition he is the Chairman of the Board of Astrex,
Inc. and a director of Geauga Savings Bank. Mr. Loring's
principal place of business and address is John C. Loring Esq.,
700 Irving Park Road, Chicago, Illinois 60613. Astrex, Inc.'s
address is given in response to Item 1. Geauga Savings Bank's
address is 10800 Kinsman Road, Newbury, Ohio 44065. Mrs. Loring
is not employed. (Mr. Loring is no longer a director of Fleet
Aerospace, Inc.)
(d) Neither Mr. Loring nor Mrs. Loring have ever been convicted in a
criminal proceeding.
(e) In the last five years neither Mr. Loring nor Mrs. Loring have
been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction.
(f) Mr. and Mrs. Loring are citizens of the United States and State
of Illinois.
Item 3. Source and Amount of Funds or Other Consideration:
The purchase of one million two hundred thousand (1,200,000)
unregistered and accordingly restricted shares of Astrex, Inc. common
stock (the "Newly reported Shares") issued by the Company. These Newly
Reported Shares were acquired with personal funds on hand.
The remainder of the shares owned were acquired as follows:
480,263 shares acquired with personal funds
500,000 shares acquired for services rendered
Item 4. Purpose of Transaction:
The Newly Reported Shares and all previously acquired shares of the
Company are being held for long term investment.
Item 5. Interest in Securities of the Issuer:
(a) In aggregate Mr. and Mrs. Loring own or control 2,180,263 shares
of Astrex, Inc. common stock representing approximately 38.53% of
the approximately 5,659,277 outstanding.
(b) Of the Newly Reported Shares, (i) Mr. Loring has sole ownership,
voting and disposition power over 959,200 shares, (ii) Mr. Loring
has sole voting and dispositive power over 41,200 shares, (iii)
Mr. and Mrs. Loring share the ownership, voting and dispositive
power over 4,800 shares, and (iv) Mrs. Loring has sole ownership,
voting and dispositive power over 194,800 shares.
With respect to all shares covered by registration 13D,(i) Mr.
Loring has voting and dispositive power over 1,849,310 shares,
(ii) Mrs. Loring has voting and dispositive power over 271,970
shares amd (iii) Mr. Loring and Mrs. Loring share voting and
dispositive power over 58,983 shares.
(c) On July 15, 1998 Mr. Loring and Mrs. Loring entered into a
private placement agreement with the Company for the purchase of
the Newly Reported Shares at the price of $0.25 a share. Pursuant
to that agreement the Company has an option to reacquire the
shares in February 1999 for $318,000 in the event that either,
the Company does not make available common stock to the Company's
other shareholders through a rights offering on substantially
similar terms by November 1998, or if it does that Mr. Loring and
Mrs. Loring subscribe as a matter of right (and not including any
oversubscription shares) for more then $31,000 of shares in that
offering.
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Schedule 13D
Amendment No. 4
CUSIP 046357-20-8 Page 4 of 4
John C. Loring
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer:
(a) See Item 5 (c). The Newly reported Shares may not be sold or
transferred except upon receipt by the Company of an opinion of counsel
that registration is not required or alternatively the Company's
written waiver of such an opinion.
(b) Mr. and Mrs. Loring are husband and wife.
Item 7. Exhibit
Subscription and Stock Purchase Agreement between Astrex, Inc. and
John C. and Elizabeth S.J. Loring dated July 15, 1998.
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.
July 25, 1998
/s/ John C. Loring /s/ Elizabeth J.S. Loring
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John C. Loring Elizabeth J.S. Loring
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Exhibit
SUBSCRIPTION AND STOCK PURCHASE AGREEMENT
AGREEMENT dated July 15, 1998 by and between Astrex, Inc., a Delaware
corporation (the "Company) with principal offices located at 205 Express Steet,
Plainview, New York 11803, and John C. Loring and Elizabeth S. Loring,
individuals residing at 700 Irving Park Road, Chicago, Illinois (the
"Purchasers").
W I T N E S S E T H
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WHEREAS, the Company desires to sell and the Purchasers desire
to purchase 1,200,000 (one million two hundred thousand) shares of Common Stock,
par value $.01 per share, of the Company (collectively, the "Purchased Shares")
pursuant to the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and
conditions set forth herein, and intending to be legally bound hereby, the
parties agree as follows:
1. PURCHASE. The Purchasers hereby purchase from the Company,
and the Company hereby sells to the Purchasers, the Purchased Shares for a per
share purchase price of $.25 (twenty-five cents), or a total of $300,000, as
follows:
(a) John C. Loring as beneficiary of a SEP IRA in his name
at McDonald & Company: $239,800;
(b) Elizabeth S. Loring as beneficiary of an IRA in her name at
McDonald & Company: $48,700;
(c) John C. Loring as Custodian for Michael Loring under
the Illinois UNIF Transfers to Minors Act at
Everen Securities: $10,300; and
(d) John C. Loring & Elizabeth S. Loring as JTWRS
at Everen Securities: $1,200.
Astrex/Enigma Agreement Page 1
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Simultaneously herewith, and in full consideration for the Purchased Shares, the
Purchasers hereby tender to the Company a certified check or wire transfer in
the amount of $300,000. The Company shall deliver to the Purchasers as promptly
as practical one or more certificates as reasonably requested by the Purchasers
representing the Purchased Shares.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to, and covenants and agrees with, the Purchasers as
follows:
(a) The Company is duly organized, validly existing
and in good standing under the laws of the State of Delaware with full power and
authority to own, lease, license and use its properties and assets and to carry
out the business in which it is engaged.
(b) Each Purchased Share, upon issuance and sale
herewith, is and will be validly authorized, validly issued, fully paid and
nonassessable, and has not and will not have been issued and is not and will not
be owned or held in violation of any rights of first refusal, preemptive rights
or the like of stockholders.
(c) The Company has all requisite power and authority
to (i) execute, deliver and perform its obligations under this Agreement and
(ii) to issue and sell the Purchased Shares. All necessary corporate proceedings
of the Company have been duly taken to authorize the execution, delivery, and
performance of this Agreement. This Agreement has been duly authorized by the
Company and, when executed and delivered by the Company, will constitute legal,
valid and binding obligations of the Company, enforceable against the Company in
accordance with their respective terms.
(d) No consent, authorization, approval, order,
license, certificate or permit of or from, or declaration or filing with, any
federal, state, local, foreign or other governmental authority, or any court or
any other tribunal, and no consent of any party to any contract, agreement,
instrument, lease, license, arrangement or understanding to which the Company is
a party or to which any of its properties or assets are subject, is required by
the Company for the execution, delivery or performance by the Company of this
Agreement the issuance and sale of the Purchased Shares.
Astrex/Enigma Agreement Page 2
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3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. The
Purchasers hereby jointly and severally represent and warrant to, and covenant
and agree with, the Company as follows:
(a) The Purchasers are "Accredited Investors" as that
term is defined in Rule 501 (a) of Regulation D promulgated under the Securities
Act of 1933, as amended (the "Act").
(b) The Purchasers are duly authorized to execute
this Agreement and this Agreement constitutes the legal, valid and binding
obligation of the Purchasers enforceable against the Purchasers in accordance
with its terms.
(c) The Purchasers have been advised by the Company
that none of the Purchased Shares have been registered
under the Act, that the Purchased Shares will be issued on the basis of the
statutory exemption provided by Section 4(2) of the Act or Regulation D
promulgated thereunder, or both, relating to transactions by an issuer not
involving any public offering and under similar exemptions under certain state
securities laws, that this transaction has not been reviewed by, passed on or
submitted to any federal or state agency or self-regulatory organization where
an exemption is being relied upon, and that the Company's reliance thereon is
based in part upon the representations made by the Purchasers in this Agreement.
The Purchasers acknowledge that the Purchasers have been informed by the Company
of, or are otherwise familiar with, the nature of the limitations imposed by the
Act and the rules and regulations thereunder on the transfer of securities. The
Purchasers acknowledges that the certificate or certificates evidencing the
Purchased Shares shall bear the following or a substantially similar legend and
other legends as may be required by state blue sky laws:
"The securities represented by this Certificate have not been
registered under the Securities Act of 1933, as amended, or
any state securities laws and may not be sold, transferred,
offered for sale, pledged, hypothecated or otherwise disposed
of without registration under the Securities Act of 1933, as
amended, and under applicable state securities laws, unless
the Issuer shall have received an opinion of counsel
reasonably satisfactory to the Issuer that the securities
represented by this certificate may be legally sold or
distributed pursuant to exemptions from registration under the
Securities Act of 1933, as amended, and without registration
under then applicable state and Federal laws."
Astrex/Enigma Agreement Page 3
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(d) The Purchasers are acquiring the Purchased Shares
for the Purchasers' own accounts for investment and not with a view to the
distribution thereof and have no present intention of publicly distributing the
Purchased Shares. The Purchasers' financial conditions are such that the
Purchasers are able to bear the risk of holding the Purchased Shares for an
indefinite period of time and to suffer the risk of loss of their entire
investment.
(e) The Purchasers are familiar with the business and
affairs of the Company. The Purchasers have been given the opportunity to
investigate and ask questions regarding the Company, the Company's business,
operations, strategy and financial results and have formed their own opinion
regarding its investment in the Purchased Shares.
4. Company Option.
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The Company shall have the right and option to
repurchase from the Purchasers all (and not less than all) of the
Purchased Shares during the Option Term for the Option Price if and only if
either:
(a) The Company shall not grant rights to all or
substantially all of its stockholders pursuant to
a Qualified Rights Offering prior to November 1;
1998 or
(b) The Company does grant rights to all or
substantially all of its stockholders pursuant to
a Qualified Rights Offering prior to November 1,
1998 and the Purchasers, in the aggregate,
acquire more than $31,000 worth of Common Stock
in such offering by right (i.e., pursuant to the
terms of such offering) if such offering provides
for the purchase by right of approximately 1.35
shares for each share held which limit shall be
adjusted pro rata to the extent the offering
provides for the purchase by right of more than
approximately 1.35 shares for each share held;
provided, however, that any shares of Common
Stock acquired by the Purchaser in such offering
that are available for purchase because they are
not subscribed for by other rights holders (i.e.,
an unsubscribed allotment) shall be exempt from
and not count towards this limit.
Astrex/Enigma Agreement Page 4
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"Option Term" means February 1, 1999 through the end of
business on February 28 1999.
"Option Price" means $318,000.
"Qualified Rights Offering" means a rights offering to be made
by the Company to all or substantially all of its stockholders whereby the
stockholders will be granted rights to purchase shares of Common Stock on
substantially the same terms as Purchaser is purchasing the Purchased Shares
hereunder, namely, (i) the purchase price for each new share of Common Stock in
the rights offering will be approximately $.25, and (ii) each stockholder will
be granted the right to purchase approximately 1.35 or more new shares of Common
Stock for every one share of Common Stock that the stockholder shall own as of
the offering's record date; (provided, however, that while the shares of Common
Stock to be sold in a rights offering will probably be covered by an effective
registration statement under the Act, it is acknowledged that the Purchased
Shares are being sold hereunder on an unregistered basis).
5. Piggyback Registration Right.
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If the Company shall from time to time file one or
more registration statements under the Act with the Securities and Exchange,
then the Company shall grant the Purchaser the right and opportunity to include
any or all of his Purchased Shares in any such registration statement for public
sale, unless the Company in its reasonable discretion determines (i) that the
inclusion of the Purchased Shares in the registration statement will
substantially increase the costs of the registration and offering, (ii) that the
inclusion of the Purchased Shares in the registration statement will interfere
with the securities offering contemplated by the registration statement or (iii)
the registration statement is not an appropriate form to register the Purchased
Shares (e.g., an S-8 would generally not be deemed an appropriate form insofar
as it applies to employee compensation plans).
6. Miscellaneous.
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(a) This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof,
supersedes all existing agreements among them concerning such subject matter,
and may be modified or terminated only by a written instrument duly executed by
the parties hereto.
Astrex/Enigma Agreement Page 5
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(b) Except as otherwise specifically provided herein,
any notice or other communication required or permitted to be given hereunder
shall be in writing and shall be mailed by certified mail, return receipt
requested, or by Federal Express, Express Mail or similar overnight delivery or
courier service or delivered (in person or by telecopy, telex or similar
telecommunications equipment) against receipt to the party to whom it is to be
given to the addresses set forth above.
(c) This Agreement shall be binding upon and inure to
the benefit of the parties hereto, their personal representatives, heirs,
successors and assigns.
(d) The headings in this Agreement are solely for
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.
(e) This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(f) This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without giving effect to
principles governing conflicts of law. Any action arising out of, resulting from
or in any way relating to this Agreement or any alleged breach hereof or default
hereunder shall be brought in the state courts in the State of New York in
Nassau County or the United States District Court for the Eastern District of
New York, and the parties hereto agree that such courts shall have the sole and
exclusive jurisdiction over any dispute or controversy related to this
Agreement.
ASTREX, INC.
By: /s/ Michael McGuire
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Michael McGuire, President
PURCHASERS
/s/ John C. Loring
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John C. Loring
/s/ Elizabeth S. Loring
-------------------------------
Elizabeth S. Loring
Astrex/Enigma Agreement Page 6
