COLONIAL DATA TECHNOLOGIES CORP
SC 13D/A, 1995-07-20
TELEPHONE & TELEGRAPH APPARATUS
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                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                     SCHEDULE 13D

                      Under the Securities Exchange Act of 1934 
                                  (Amendment No. 4)*

                           COLONIAL DATA TECHNOLOGIES CORP.
          .................................................................
                                   (Name of Issuer)

                        Common Stock par value $.01 per share
          .................................................................
                            (Title of Class of Securities)

                                     195642 10 3
          .................................................................
                                    (CUSIP Number)

          Frederick P. Masotta, Jr.                      105 Sanford Street
          (203) 288-4135                          Hamden, Connecticut 06515
          .................................................................
             (Name, Address and Telephone Number of Person Authorized to
                         Receive Notices and Communications)

                                    July 18, 1995
          .................................................................
               (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 [  ]. (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 less than five percent 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 on 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).


                                         13D
           CUSIP No.195642 10 3



            1   Name of Reporting Persons S.S. or I.R.S. Identification
                Nos. of Above Persons

                Frederick P. Masotta, Jr.

            2   Check the Appropriate Box if a Member of a Group  a)[ ]
                (See Instructions)                                b)[X]


            3   SEC Use Only



            4   Source of Funds (See Instructions)

                N/A

            5   Check Box if Disclosure of Legal Proceedings is Required
                Pursuant to Items 2(d) or 2(e)                         
                                                                       [ ]

            6   Citizenship or Place or Organization
                U.S.

               Number of       7   Sole Voting Power
                 Shares            669,284
              Beneficially
                Owned by       8   Shared Voting Power
                  Each             -0-
               Reporting
                 Person
                  With         9   Sole Dispositive Power
                                   669,284


                              10   Shared Dispositive Power
                                   -0-

            11  Aggregate Amount Beneficially Owned by Each Reporting
                Person
                669,284

            12  Check if the Aggregate Amount in Row (11) Excludes Certain
                Shares (See Instructions)                              [ ]


            13  Percent of Class Represented by Amount in Row (11)
                4.34%

            14  Type of Reporting Person (See Instructions)
                IN


          Item 1 -  SECURITY AND ISSUER

                    This statement relates to shares of common stock, par
          value $0.01 per share ("Common Stock") of Colonial Data
          Technologies Corp., a Delaware corporation (formerly a
          Massachusetts corporation) with its principal executive offices
          located at 80 Pickett District Road, New Milford, Connecticut
          06776.

          Item 2 -  IDENTITY AND BACKGROUND

          1)   (a)  Name:  Frederick A. Masotta, Jr.

               (b)  Business Address:   105 Sanford Street
                                        Hamden, Connecticut 06515

               (c)  Principal employment and name, principal business and
                    address of employer:
                         President of
                         Craftsmen, Inc.
                         105 Sanford Street
                         Hamden, Connecticut  06515
                         Construction Company

               (d)  and (e) Legal Proceedings:

                    During the last five years, Mr. Masotta has not been
                    (i) convicted in a criminal proceeding (excluding
                    traffic violations and similar misdemeanors) or (ii) 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)  Citizenship:  United States

          Item 3 -  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

                    The shares covered by this Schedule 13D were acquired
          through the exchange of previously owned shares of Colonial Data
          Technologies Corp., which was a privately held Delaware
          corporation ("CDT"), which were exchanged for the shares of
          Colonial Data Technologies Corp. (formerly Rise Technology,
          Inc.), a Massachusetts corporation which changed its state of
          incorporation to Delaware in May of 1995 (the issuer covered by
          this Schedule 13D), pursuant to an Agreement and Plan of
          Reorganization dated as of May 31, 1989, by and among Rise
          Technology, Inc., CDT, and the stockholders and option holders of
          CDT.  The shares of CDT had previously been acquired with
          personal funds of Mr. Masotta.

          Item 4 -  PURPOSE OF TRANSACTION

                    The purpose of the transaction was to permit Colonial
          Data Technologies Corp. (formerly Rise Technology, Inc. and
          hereafter referred to as "Colonial Data") to acquire all of the
          issued and outstanding shares of CDT and to permit the former
          stockholders of CDT to acquire control of Colonial Data.  As a
          result of the transaction, all of the former officers and
          directors of Colonial Data resigned and the officers and
          directors of CDT assumed such positions in Colonial Data.  Upon
          such assumption, Colonial Data, which had previously discontinued
          any business operations other than reducing its assets to cash
          and effectuating the transaction with CDT stockholders, continued
          the operations of CDT as a wholly-owned subsidiary.  Mr. Masotta
          does not have any current intention to acquire or dispose of any
          shares of Common Stock, provided that he may acquire or dispose
          of shares in accordance with his investment requirements, and
          except for the previously effected change disclosed in the
          foregoing sentences of the reply to this item, Mr. Masotta does
          not have any plans or proposals relating to any matter covered by
          sub-items (a) through (j) of this item.

          Item 5 -  INTEREST IN SECURITIES OF ISSUER

               (a)  Mr. Masotta beneficially owns 669,284 shares of Common
                    Stock constituting 4.34% of the issued and outstanding
                    shares of Common Stock of Colonial Data based upon the
                    number of shares of Common Stock issued and outstanding
                    on July 18, 1995.

               (b)  Sole power to vote or direct the vote:  669,284
                    Shared power to vote or direct the vote: -0-
                    Sole power to dispose or direct the
                      disposition: 669,284
                    Shared power to dispose or direct the
                      disposition:  -0-

               (c)  On July 18, 1995, Mr. Masotta completed the sale of
                    75,242 shares of Common Stock in an underwritten
                    registered public offering at a price of $22.625 per
                    share, before underwriting discount of $1.244 per
                    share.  Of these shares, 6,522 were acquired from
                    Colonial Data on July 13, 1995 pursuant to the exercise
                    of outstanding stock options at an exercise price of
                    $.2088 per share.

               (d)  Not applicable.

               (e)  July 18, 1995.

          Item 6 -  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
                    RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

                    Each of the directors, executive officers, selling
          stockholders and certain other stockholders, including Mr.
          Masotta has entered into a lock-up agreement with the
          underwriters of the public offering described in Item 5 above,
          whereby such individual will not dispose of the shares of Common
          Stock of Colonial Data owned directly by such person or with
          respect to which such person has the power of disposition for a
          period of 180 days after June 13, 1995, without the prior written
          consent of First Albany Corporation on behalf of itself and the
          other underwriters.

          Item 7 -  MATERIAL TO BE FILED AS EXHIBITS

                    None


          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 20, 1995
          .................................................................
          Date
               /s/ Frederick P. Masotta, Jr.
          .................................................................
          Signature

          Frederick P. Masotta, Jr.
          .................................................................
          Name



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