UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.________)*
METRISA, INC.
(Name of Issuer)
Common Stock, $.50 par value
(Title of Class of Securities)
59159V 10 6
(CUSIP Number)
Edward J. Stewart, III, c/o Metrisa, Inc. ,
25 Wiggins Avenue, Bedford, MA 01730
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 28, 1998
(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).
SCHEDULE 13D
CUSIP No. 59159V 10 6 Page 2 of 6 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Edward J. Stewart, III
Corning Partners II, LP
Corning Partners III, LP
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
Edward J. Stewart, III: USA
Corning Partners II, LP: Massachusetts
Corning Partners III, LP: Massachusetts
Number of 7 Sole Voting Power Edward J. Stewart, III: 122,645
Shares Corning Partners II, LP: 64,793
Beneficially Corning Partners III, LP: 41,653
Owned by
Each 8 Shared Voting Power Edward J. Stewart, III: 0
Reporting Corning Partners II, LP: 0
Person Corning Partners III, LP: 0
With
9 Sole Dispositive Edward J. Stewart, III: 122,645
Power Corning Partners II, LP: 64,793
Corning Partners III, LP: 41,653
10 Shared Dispositive Edward J. Stewart, III: 122,645
Power Corning Partners II, LP: 0
Corning Partners III, LP: 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
Edward J. Stewart, III: 122,645
Corning Partners II, LP: 64,793
Corning Partners III, LP: 41,653
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* ?
13 Percent of Class Represented by Amount in Row (11)
Edward J. Stewart, III: 12%
Corning Partners II, LP: 6%
Corning Partners III, LP: 4%
14 Type of Reporting Person
Edward J. Stewart, III: IN
Corning Partners II, LP: PN
Corning Partners III, LP: PN
Item 1. Security and Issuer.
Common Stock, $.50 par value ("Common Stock"), of Metrisa,
Inc., a Delaware corporation (the "Company"). The address of the Company's
principal executive office is 25 Wiggins Avenue, Bedford, Massachusetts
01730-2323.
Item 2. Identity and Background.
(a) Name of Person filing this Schedule: Edward J. Stewart, III
Residence or Business Address: 31 Milk Street
Boston, MA 02110
Present Principal Occupation or Employment: Partner, Kestrel Venture
Management
Mr. Stewart has not been convicted in a criminal proceeding during the last 5
years. Mr. Stewart has not been a party to a civil proceeding during the
last 5 years and is not subject to any judgment, decree or final order
relating to federal or state securities laws.
Mr. Stewart is a United States citizen.
(b) Name of Person filing this schedule: Corning Partners II, LP
State of Organization: Massachusetts
Principal Business: Management Consulting and Investment
Services
Address of Principal Business: 31 Milk Street
Boston, MA 02110
Address of Principal Office: 31 Milk Street
Boston, MA 02110
Mr. Stewart is the Managing General Partner of the general partner of Corning
Partners II, LP.
Neither Corning Partners II, LP nor any of its partners has, during the last
five years, been convicted in a criminal proceeding.
Neither Corning Partners II, LP nor any of its partners has, during the last
five years, been a party to a civil proceeding of a judicial or administra-
tive 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.
(c) Name of Person filing this schedule: Corning Partners III, LP
State of Organization: Massachusetts
Principal Business: Management Consulting and Investment
Services
Address of Principal Business: 31 Milk Street
Boston, MA 02110
Address of Principal Office: 31 Milk Street
Boston, MA 02110
Mr. Stewart is the Managing General Partner of the general partner of Corning
Partners III, LP.
Neither Corning Partners III, LP nor any of its partners has, during the last
five years, been convicted in a criminal proceeding.
Neither Corning Partners III, LP nor any of its partners has, during the last
five years, been a party to a civil proceeding of a judicial or administra-
tive 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.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Stewart, Corning Partners II, LP and Corning Partners III, LP acquired the
securities upon the exchange of similar securities of Tytronics Incorporated,
the Company's former majority shareholder, pursuant to a reorganization
(the "Reorganization") in which Tytronics Incorporated and a subsidiary of the
Company were ultimately merged into the Company.
Item 4. Purpose of Transaction.
The acquisition of the securities occurred as part of the Reorganization.
Except as described above, none of Mr. Stewart, Corning Partners II, LP nor
Corning Partners III, LP has any plans or proposals which relate to or would
result in:
(a) the acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger, re-
organization or liquidation, involving the Company or any of its subsidiaries;
(c) the sale or transfer of the material amount of assets of the Company
or any of its subsidiaries;
(d) any change in the present Board of Directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(e) any material change in the present capitalization or dividend policy
of the Company;
(f) any other material change of the Company's business or corporate
structure;
(g) changes in the Company's charter, By-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any persons;
(h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
interdealer quotation system of a national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
Aggregate number of outstanding shares of the Company's Common Stock
beneficially owned by Mr. Stewart:
122,645, of which 6,942 represent shares of Common Stock which may be
acquired upon the exercise of options and warrants.
Aggregate number of outstanding shares of the Company's Common Stock
beneficially owned by Corning Partners II, LP:
64,793
Aggregate number of outstanding shares of the Company's Common Stock
beneficially owned by Corning Partners III, LP:
41,653
Percentage of Common Stock beneficially owned by Mr. Stewart:
12%
Percentage of Common Stock beneficially owned by Corning Partners
II, LP:
6%
Percentage of Common Stock beneficially owned by Corning Partners III, LP:
4%
(b) The number of shares of the Company's Common Stock with respect to
which Mr. Stewart has:
Sole voting power: 122,645
Shared voting power: 0
Sole dispositive power: 122,645
Shared dispositive power: 0
Number of shares of the Company's Common Stock with respect to which
Corning Partners II, LP has:
Sole voting power: 64,793
Shared voting power: 0
Sole dispositive power: 64,793
Shared dispositive power: 0
Number of shares of the Company's Common Stock with respect to which
Corning Partners III, LP has:
Sole voting power: 41,653
Shared voting power: 0
Sole dispositive power: 41,653
Shared dispositive power: 0
(c) There have been no transactions in the Company's common stock by
Mr. Stewart, Corning Partners II, LP or Corning Partners III, LP that were
effected during the past sixty days or since the most recent filing on
Schedule 13D by Mr. Stewart, Corning Partners II, LP or Corning Partners
III, LP.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the securities
listed above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Plan and Agreement of Merger.
SIGNATURE
After reasonable inquiry and to the best of the undersigneds' knowledge
and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Date: December 17, 1998 /s/Edward J. Stewart, III
Edward J. Stewart, III
CORNING PARTNERS II, LP
By: CORNING VENTURE MANAGEMENT,
GENERAL PARTNER
By: /s/Edward J. Stewart, III
Its Managing General Partner
CORNING PARTNERS III, LP
By: CORNING VENTURE MANAGEMENT,
GENERAL PARTNER
By: /s/Edward J. Stewart, III
Its Managing General Partner
- - 3 -
{J:\clients\bus\h2148\0100\00049781.TXT;1}
PLAN AND AGREEMENT OF MERGER
This Plan and Agreement of Merger (hereinafter called the "Plan and
Agreement") entered into this 1st day of April, 1998, between Holometrix
Acquisition Corp., a Delaware corporation (hereinafter sometimes referred to as
the "Delaware corporation"), Tytronics Incorporated, a Massachusetts
corporation (hereinafter sometimes referred to as the "Massachusetts
corporation"), National Metal Refining Company, a New Jersey corporation
(hereinafter sometimes referred to as the "New Jersey corporation") and
Holometrix, Inc., a Delaware corporation (hereinafter sometimes referred to as
"Holometrix"), with the Delaware corporation, the Massachusetts corporation
and the New Jersey corporation hereinafter sometimes referred to as the
"Constituent Corporations".
W I T N E S S E T H:
WHEREAS, Holometrix has an authorized capital stock consisting of
Ten Million (10,000,000) shares of Preferred Stock, $.01 par value and Thirty
Million (30,000,000) shares of Common Stock, $1.00 par value, of which
22,296,878 shares of Common Stock are now issued and outstanding;
WHEREAS, Holometrix has agreed to submit an amendment to its
Certificate of Incorporation to its stockholders for approval to be effective
prior to the Effective Time to increase the number of authorized shares of its
Common Stock to 100,000,000 shares;
WHEREAS, the Massachusetts corporation has an authorized capital
stock consisting of Seventy-Five Thousand (75,000) shares of Preferred Stock,
$1.00 par value, of which Sixteen Thousand Eight Hundred Twenty-Seven
(16,827) shares are issued and outstanding and Four Hundred Twenty Thousand
(420,000) shares of Common Stock, $.01 par value, of which One Hundred
Fifty Thousand Two Hundred Seventy-One (150,271) are issued and
outstanding;
WHEREAS, the New Jersey corporation has an authorized capital stock
consisting of 770,000 shares of Common Stock, $.01-1/3 par value, of which
Seventy-Three Thousand Six Hundred Sixty-Four (73,664) shares, excluding
One Hundred Twenty Thousand (120,000) shares of Common Stock owned by
Holometrix, are issued and outstanding;
WHEREAS, the Board of Directors of the New Jersey corporation has agreed to
submit an amendment of its Certificate of Incorporation to its stockholders for
approval to be effective prior to the Effective Time to reduce the authorized
shares of Common Stock of the New Jersey corporation to 770 shares and to
affect a One (1) for One Thousand (1,000) reverse stock split, such that prior
to the Effective Time, approximately 185 shares of Common Stock of the New
Jersey corporation will be issued and outstanding;
WHEREAS, the Delaware corporation is a wholly-owned subsidiary of
Holometrix, Inc.; and
WHEREAS, the Board of Directors of the Massachusetts corporation,
the New Jersey corporation and of the Delaware corporation deem it advisable
to merge the Massachusetts corporation and the New Jersey corporation with
and into the Delaware corporation, pursuant to the corporation laws of the
Commonwealth of Massachusetts, and the States of New Jersey and Delaware.
NOW, THEREFORE, the parties to this Plan and Agreement, in
consideration of the mutual covenants and agreements hereinafter contained, do
hereby prescribe the terms and conditions of said merger and the mode of
carrying the same into effect, as follows:
FIRST: The Massachusetts corporation and the New Jersey corporation
shall be merged into the Delaware corporation on the Effective Date as
hereinafter defined. The Delaware corporation shall thereafter continue as the
Surviving Corporation and as such is hereinafter sometimes called the
"Surviving Corporation".
SECOND: From and after the Effective Date, the Certificate of
Incorporation of the Delaware corporation shall remain and be the Certificate of
Incorporation after the merger until the same shall be altered or amended as
provided by law. From and after the Effective Date and until amended in
accordance with law, the Certificate of Incorporation of the Delaware
corporation, shall be, and may be certified as, the Certificate of Incorporation
of the Surviving Corporation. The By-Laws of the Delaware corporation in
effect on the Effective Date shall be the By-Laws of the Surviving Corporation.
THIRD: The shares of the Massachusetts corporation and the New
Jersey corporation shall be exchanged for shares of Holometrix.
FOURTH: The manner of converting the outstanding shares of the
Massachusetts corporation into shares of Holometrix shall be as follows:
(a) Each issued and outstanding share of Preferred Stock of the
Massachusetts corporation shall be exchanged and converted into 254.542
shares of Common Stock of Holometrix (rounded up to the nearest whole
share), which shares shall be deemed fully paid and nonassessable.
(b) Each issued and outstanding share Common Stock of the
Massachusetts corporation shall be exchanged and converted into 231.402
shares of Common Stock of Holometrix (rounded up to the nearest whole
share), which shares shall be deemed fully paid and nonassessable.
(c) After the Effective Date, each holder of an outstanding certi-
ficate or certificates representing shares of the Massachusetts corporation
shall surrender the same to Holometrix, and each holder shall be entitled upon
such surrender to receive the number of shares of capital stock of Holometrix
on the basis provided herein. Until so surrendered, the outstanding shares of
capital stock of the Massachusetts corporation to be converted into the stock
of Holometrix, as provided herein, may be treated by Holometrix for all
corporate purposes as evidencing the ownership of shares of Holometrix as
though said surrender and exchange had taken place.
(d) After the Effective Date, the outstanding options and warrants
to purch capital stock of the Massachusetts corporation, and all rights in
respect thereof, shall be converted to options and warrants to purchase shares
of Holometrix Common Stock that each holder of such option and warrant would
have become entitled to receive on the conversion, as set forth in subparagraph
(b) above, had each such option and warrant been exercised immediately prior
to the Effective Date, and each substitute option and warrant shall contain,
as nearly as practical, the same terms and conditions as each such original
option and warrant to purchase capital stock of the Massachusetts corporation.
FIFTH: The manner of converting the outstanding shares of the New
Jersey corporation into shares of Holometrix shall be as follows:
(a) Each share of Common Stock of the New Jersey corporation
shall be exchanged and converted into 79,807 shares of Holometrix Common
Stock (rounded up to the nearest whole share and after giving effect to the
reverse stock split), which shares shall be deemed fully paid and non-
assessable.
(b) After the Effective Date, each holder of an outstanding
certificate or certificates representing shares of the New Jersey corporation
shall surrender the same to Holometrix, and each holder shall be entitled upon
such surrender to receive the number of shares of capital stock of Holometrix
on the basis provided herein. Until so surrendered, the outstanding shares of
capital stock of the New Jersey corporation to be converted into the stock of
Holometrix, as provided herein, may be treated by Holometrix for all corporate
purposes as evidencing the ownership of shares of Holometrix as though said
surrender and exchange had taken place.
(c) After the Effective Date, the outstanding options and warrants
to capital stock of the New Jersey corporation, and all rights in respect
thereof, shall be converted to options and warrants to purchase shares of
Holometrix Common Stock that each holder of such option and warrant would
have become entitled to receive on the conversion, as set forth in subparagraph
(b) above, had each such option and warrant been exercised immediately prior
to the Effective Date, and each substitute option and warrant shall contain, as
nearly as practical, the same terms and conditions as each such original option
and warrant to purchase capital stock of the New Jersey corporation.
SIXTH: On the Effective Date:
(1) The Constituent Corporations shall become a single corpora-
tion, shall be the Delaware corporation, the Surviving Corporation, and the
separate existence of the Massachusetts corporation and the New Jersey
corporation shall cease.
(2) The Surviving Corporation shall be entitled to all the rights
and assets and be subject to all the duties and liabilities of the
Massachusetts corporation, the New Jersey corporation and the Delaware
Corporation, to the full extent provided in Section 259 of the General
Corporation Law of the State of Delaware, Section 80 of the Business
Corporation Law of the Commonwealth of Massachusetts and Chapter 10, Section
14A: 10-6 of the Business Corporation Act of the State of New Jersey. The
officers and directors of the Massachusetts corporation, the officers and
directors of the New Jersey corporation and the officers and
directors of the Surviving Corporation are fully
authorized in the name of the Massachusetts corporation and the New
Jersey corporation or otherwise to execute and deliver all instruments
and do anything else which the Surviving Corporation may request in order
to perfect the transfer to it of all of the Massachusetts corporation's
and the New Jersey corporation's rights and assets, or otherwise to carry
out the purposes of this Agreement.
(3) The directors and officers of the Surviving Corporation
in office on the Effective Date shall include the following persons in the
following positions:
John E. Wolfe President, Treasurer and
Director
David J. Brown Secretary
and such directors and officers shall constitute the directors and officers
of the Delaware corporation until the next annual meeting of stockholders
and until their successors shall have been elected and qualified.
SEVENTH: This Plan and Agreement shall be submitted to the
shareholders of each of the Constituent Corporations at meetings
separately called for the purpose, and the merger shall become effective
upon the approval of this Plan and Agreement by the requisite vote or
consent of the shareholders of each of said corporations and the execution,
acknowledgment, filing,issuance, and recording of such documents as may be
required by the applicable Secretaries of State. The term "Effective Date",
as used in this Plan and Agreement, means the latest point of time at which
the Secretaries of State of Massachusetts, New Jersey and Delaware accept
the Plan and Agreement for filing.
EIGHTH: Anything herein or elsewhere to the contrary
notwithstanding, this Plan and Agreement may be terminated and
abandoned by the Board of Directors of any of the Constituent
Corporations or Holometrix at anytime before the merger shall
have otherwise become effective under the respective laws of
such Constituent Corporation's state of incorporation.
IN WITNESS WHEREOF, the parties to this Plan and Agreement,
pursuant to the approval and authority duly given by resolutions
adopted by their respective Board of Directors, have caused these
presents to be executed by the President and attested by the
Secretary of each party hereto.
(Corporate Seal) HOLOMETRIX ACQUISITION
CORP.
(a Delaware corporation)
ATTEST:
By:_____________________
_________________________ John E. Wolfe
David J. Brown President
Secretary
(Corporate Seal) TYTRONICS INCORPORATED
(a Massachusetts corporation)
ATTEST:
By: _____________________
_________________________ John E. Wolfe
Clerk President
(Corporate Seal) NATIONAL
METAL REFINING COMPANY
(a New Jersey corporation)
ATTEST:
By: _____________________
_________________________ Linda E. Dousis
Secretary President
(Corporate Seal) HOLOMETRIX, INC.
(a Delaware corporation)
ATTEST:
By: _____________________
_________________________ John E. Wolfe
Secretary President
THE ABOVE PLAN AND AGREEMENT OF MERGER having been executed on behalf of
each corporate party thereto, and having been adopted separately by each
corporate party thereto, in accordance with the provisions of the General
Corporation Law of the State of Delaware, the Business Corporation Law of
the Commonwealth of Massachusetts and the Business Corporation Act of the
State of New Jersey, the President of each corporate party thereto does
now hereby execute the said Plan and Agreement of Merger,and the Secretary
of each corporate party thereto does now hereby attest the said Plan and
Agreement of Merger under the corporate seals of the respective corporations,
by authority of the directors and stockholders thereof, as the respective
act, deed and agreement of each of said corporations on this 28th day
of April, 1998.
(Corporate Seal) HOLOMETRIX ACQUISITION CORP.
(a Delaware corporation)
ATTEST:
By:_____________________
_________________________ John E. Wolfe
David J. Brown President
Secretary
(Corporate Seal) TYTRONICS INCORPORATED
(a Massachusetts corporation)
ATTEST:
By _____________________
_________________________ John E. Wolfe
Clerk President
(Corporate Seal) NATIONAL METAL REFINING
COMPANY
(a New Jersey corporation)
ATTEST:
By: _____________________
_________________________ Linda E. Dousis
Secretary President
(Corporate Seal) HOLOMETRIX, INC.
(a Delaware corporation)
ATTEST:
By: _____________________
_________________________ John E. Wolfe
Secretary President
{J:\clients\bus\h2148\0100\00050040.TXT;1}
{J:\clients\bus\h2148\0100\00050040.TXT;1}
