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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
Sudbury, Inc.
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(Name of Issuer)
Common Stock, par value $.01
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(Title of Class of Securities)
86-4635-206
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(CUSIP Number)
30100 Chagrin Blvd., St. 203, Cleveland, OH 44124
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 17, 1996
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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 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).
(Continued on following page(s))
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SCHEDULE 13D
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CUSIP NO. 86-4635-206 PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JACQUES R. SARDAS - S.S. # ###-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) |_|
(B) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR
2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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| 7 Sole Voting Power
|
Number of Shares Beneficially |
Owned by each Reporting | 2,445,406 (see Item 5)
Person With |------------------------------------------
| 8 Shared Voting Power
|
| N/A
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| 9 Sole dispositive Power
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| 2,445,381 (see Item 5)
|------------------------------------------
| 10 Shared Dispositive Power
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| N/A
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11 Aggregate amount beneficially owned by each reporting person
2,445,381 (see Item 5)
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12 Check box if the aggregate amount in row (11) excludes certain shares*
|_|
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13 Percent of class represented by amount in row (11)
18.0%
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14 Type of reporting person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer Page 3 of 4
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This Amendment No. 5 amends the Statement on Schedule 13D as filed by
Jacques R. Sardas on April 1, 1993, Amendment No. 1 as filed by Jacques R.
Sardas on April 6, 1993, Amendment No. 2 as filed by Jacques R. Sardas on April
21, 1994, Amendment No. 3 as filed by Jacques R. Sardas on October 19, 1994 and
Amendment No. 4 as filed by Jacques R. Sardas on October 30, 1995 and relates to
options to purchase shares 109,270 (One Hundred Nine Thousand Two Hundred
Seventy) of common stock, $.01 par value (the "Common Stock") of Sudbury, Inc.,
a Delaware corporation ("Sudbury") which were exercised by Mr. Sardas on July
17, 1996 pursuant to the terms of a Stock Option Agreement between Sudbury and
Jacques R. Sardas dated July 29, 1994, previously filed.
The principal executive offices of Sudbury are located at 30100 Chagrin
Blvd., Suite 203, Cleveland, Ohio 44124.
Item 2. Identity and Background
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Jacques R. Sardas, whose business address is Sudbury, Inc., 30100
Chagrin Blvd., Suite 203, Cleveland, Ohio 44124, is Chairman, President and
Chief Executive Officer of Sudbury.
During the past five years, Mr. Sardas has not been convicted of any
criminal offenses (excluding traffic violations or similar misdemeanors).
During the past five years Mr. Sardas has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding been or is subject to a judgment, decree or final
order enjoining further violations of, or prohibiting or mandating activities
subject to, federal or state securities laws.
Mr. Sardas is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
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Mr. Sardas exercised his options to purchase shares of the Common Stock
at an exercise price of $3.27 per share using his personal funds. Shares of
Common Stock purchased pursuant to the terms of the Sudbury Savings and Profit
Sharing Plan have been purchased on a periodic basis at an average price of
$8.22.
Item 4. Purpose of Transaction
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See Item 1 above.
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Item 5. Interest in Securities of the Issuer Page 4 of 4
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The aggregate number of shares of Common Stock is 2,445,406. These
include 2,335,329 shares reserved for issuance to Mr. Sardas under stock option
agreements previously filed; 109,270 held directly by Mr. Sardas as a result of
the exercise of the options and 807 shares being held for Mr. Sardas by the
Trustee of the Sudbury Savings and Profit Sharing Plan. These shares of Common
Stock represent approximately 18.0% of the outstanding shares of Common Stock as
of May 31, 1996.
See Item 1 on page 3 and numbers 7 and 9 on page 2 above.
Item 6. Contracts, Arrangements, Understandings or Relationship to Securities
of the Issuer
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See Item 1 above.
Item 7. Material to be Filed as Exhibits
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Sudbury, Inc. Non-Qualified Stock Option Agreement between Sudbury,
Inc. and Jacques R. Sardas, dated July 28, 1995 (previously filed).
Amended Employment Agreement between Jacques R. Sardas and Sudbury,
Inc., dated January 13, 1992, as amended April 16, 1992 (previously filed).
Employment Agreement between Sudbury, Inc. and Jacques R. Sardas dated
July 28, 1995 (previously filed).
Stock Option Agreement between Sudbury, Inc. and Jacques R. Sardas,
dated July 29, 1994 (previously filed).
Sudbury, Inc. Non-Statutory Stock Option Agreement with Jacques R.
Sardas dated September 1, 1992 (previously filed).
Signature
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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.
August 16, 1996 /s/ Jacques R. Sardas
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Jacques R. Sardas
Chairman and Chief Executive Officer
