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SECURITIES AND EXCHANGE COMMISSION Expires: December 31, 1997
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
GKN Holding Corp.
(Name of Issuer)
Common Stock, .0001 par value
(Title Class of Securities)
361753 10 6
(CUSIP Number)
David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue, New York, New York 10016-2097
(212) 818-8800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 1, 1996
(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).
Page 1 of 6 Pages
The Exhibit Index Begins on Page 6
<PAGE>
<TABLE>
SCHEDULE 13D
<S> <C>
- ------------------------------------------------------- --------------------------------------------------
CUSIP No. 361753 10 6 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roger N. Gladstone
###-##-####
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2 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*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_|
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
1,232,777
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------------------------------------------------
8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
1,232,777
--------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,232,777
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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)
14.6%
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
*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.
<PAGE>
Item 1. Security and Issuer
The class of equity securities to which this Schedule relates is
the common stock, $.0001 par value ("Common Stock"), of GKN Holding Corp.
("Issuer"), a Delaware corporation, whose principal executive offices are
located at 61 Broadway, New York, New York 10006.
The percentage of beneficial ownership reflected in this Schedule
is based upon 8,434,125 shares of Common Stock outstanding on November 11, 1996,
which number has been obtained from Issuer's Quarterly Report on Form 10-Q for
the fiscal quarter ended July 31, 1996.
Item 2. Identity and Background
(a) Name: This Schedule is being filed on behalf of Roger N. Gladstone
("Gladstone").
(b) Business Address: Gladstone has a business address of c/o GKN Securities
Corp., 61 Broadway, New York, New York 10006.
(c) Principal Business: Gladstone is the President and Director of the Issuer
and its wholly owned subsidiary, GKN Securities Corp. The Issuer is primarily
engaged in securities brokerage, securities trading and investment banking
through GKN Securities Corp., its principal operating subsidiary.
(d) During the last five years, Gladstone has not been convicted in any criminal
proceeding.
(e) During the last five years, Gladstone has not been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in any judgment, decree or final order against him enjoining him from
engaging in 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 Amounts of Funds or Other Consideration
No funds or other consideration have been expended in connection
with the acquisition of beneficial ownership of the additional shares of Common
Stock which causes this Schedule to be filed.
Item 4. Purpose of Transactions
On February 1, 1995, the Issuer distributed options to Gladstone to
purchase 20,000 shares at $4.95 per share, which become exercisable within 60
days from November 1, 1996, in three equal annual installments, commencing
December 31, 1996. Gladstone may acquire or dispose of additional shares of the
Issuer, but does not presently intend to do so, although this intention may
change depending upon market conditions. Gladstone has no present plans which
relate to or would result in: an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries; a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries; 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
Page 3 of 6 Pages
<PAGE>
board; any material change in the present capitalization or dividend policy of
the Issuer; any other material change in the Issuer's business or corporate
structure; changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person; 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; causing a class of equity securities of the Issuer to become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities and Exchange Act of 1934; or any action similar to the above.
Item 5. Interest in Securities of the Issuer
(a) Gladstone beneficially owns 1,226,111 shares of Common Stock of the Issuer.
Gladstone also holds options to purchase 20,000 shares of Common Stock, of which
6,666 become exercisable on December 31, 1996. Accordingly, Gladstone
beneficially owns 1,232,777 shares of shares of Common Stock, or approximately
14.6% of the outstanding shares of Common Stock of the Issuer.
(b) Gladstone has sole voting and dispositive power with respect to the
1,226,111 shares of Common Stock owned by him. Upon his exercise of the options,
Gladstone will have sole voting and dispositive power over the shares of Common
Stock issuable upon exercise of the option.
(c) Gladstone received options from the Issuer to purchase 20,000 shares of
Common Stock, exercisable at $4.95 per share, one-third (or 6,666 shares) of
which become exercisable commencing December 31, 1996.
(d) No one other than Gladstone has the right to receive and the power to direct
the receipt of dividends from, or the proceeds from the sale of, the 1,232,777
shares beneficially owned by Gladstone.
(e) Not applicable.
Item 6. Contracts, Agreements, Understandings or Relationships with Respect
to Securities of Issuer
Pursuant to a stock option agreement dated February 1, 1995,
between the Issuer and Gladstone, the Issuer granted to Gladstone options to
purchase 20,000 shares at $4.95 per share. The options become exercisable in
three annual installments, commencing December 31, 1996.
Item 7. Materials to be Filed as Exhibits
Exhibit 4.1 Stock Option Agreement, dated February 1, 1995, between GKN Holding
Corp. and Roger N. Gladstone with respect to 20,000 shares of Common Stock at an
exercise price of $4.95 per share.
Page 4 of 6 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of knowledge and belief,
it is certified that the information set forth in this statement is true,
complete and correct.
Dated: November 11, 1996 /s/ Roger N. Gladstone
----------------------
Roger N. Gladstone
Page 5 of 6 Pages
<PAGE>
EXHIBIT INDEX
Exhibit No. Document Page No.
4.1 Stock Option Agreement, dated February 1, 1995 between 7 GKN Holding Corp.
and Roger N. Gladstone with respect to 20,000 shares of Common Stock at an
exercise price of $4.95 per share.
Page 6 of 6 Pages
Roger Gladstone
Employee Name
GKN HOLDING CORP.
STOCK OPTION AGREEMENT
AGREEMENT, made as of the 1st day of February, 1995 between GKN
HOLDING CORP., a Delaware corporation (the "Company"), and ROGER GLADSTONE (the
"Employee" or "Grantee").
WHEREAS, on February 1, 1995 the Board of Directors of the Company
or a committee thereof (in either event, the "Company") authorized the grant to
the Employee of an option to purchase an aggregate of 20,000 of the authorized
but unissued or treasury shares of the Common Stock of the Company (the "Common
Stock"), pursuant to the 1991 Employee Incentive Plan of GKN Holding Corp. (the
"Plan"), on the terms and conditions set forth in this Agreement and subject to
provisions of the Plan; and
WHEREAS, the Employee desires to acquire said option on the terms
and conditions set forth in this Agreement;
IT IS AGREED:
1. The Company hereby grants to the Employee the right and option
to purchase all or any part of an aggregate of 20,000 shares of the Common Stock
on the terms and conditions set forth herein and subject to the provisions of
the Plan (the "Option"). The Option is designed to qualify as an "incentive
stock option" under Section 422 of the Internal Revenue Code of 1986, as amended
("Code").
<PAGE>
2. The purchase price of each share of Common Stock subject to the Option (the
"Option Shares') shall be 110% of the price at which the Company shall issue
Common Stock to the public.
3. (a) The Option shall be exercisable as follows: (i) options to purchase 6,666
Option Shares shall become exercisable on December 31, 1996 (ii) options to
purchase an additional 6,667 Option Shares shall become exercisable on December
31, 1997; and (iii) the remaining options to purchase 6,667 Option Shares shall
become exercisable on December 31, 1998.
After the Option or any portion thereof becomes exercisable, it shall remain
exercisable, except as otherwise provided herein, until the close of business on
January 31, 2000 (the "Exercise Period"). The Option may be exercised, except as
provided in subparagraph (b) below, only if the Employee at the time of exercise
is employed by the Company or any Subsidiary (as defined in Section 424 of the
Code) and shall have been so employed continuously since the date of this
Agreement.
(b) If the Employee's employment with the Company or any Subsidiary terminates
for any reason prior to the time that the Option has been fully exercised, the
portion of the Option not yet exercisable on the date of termination of
employment shall immediately expire. Any portion of the Option which is
exercisable on the date of termination of employment and which has not yet been
exercised ("Exercisable Portion") shall also expire unless exercised within
three months after such termination, but in no event after expiration of the
Exercise Period; provided, however, that (I) in
<PAGE>
the event of the death of the Grantee during this three month period, the person
or persons to whom the Grantee's rights are transferred by will or laws or
descent and distribution ("Heir") shall have a period of three months from the
date of the Grantee's death to exercise any Exercisable Portion, but in no event
after the expiration of the Exercisable Period; (ii) if the Board of Directors
determines that the Grantee's employment was terminated for cause, the
Exercisable Portion will immediately expire; (iii) if the Grantee's employment
is terminated by reason of the Grantee's permanent disability (as determined by
the Board of Directors), the Exercisable Portion may be exercised by the grantee
within twelve months after such termination, but in no event after expiration of
the Exercise Period; and (iv) in the event of the death of the Grantee while in
the employment of the Company or any Subsidiary or during the twelve (12) month
period referred to in (iii) above, the Heir shall have a period of twelve months
from the date of Grantee's death to exercise the Exercisable Portion, but in no
event after expiration of the Exercise Period.
(c) The Option shall not be assignable or transferable except in the event of
the death of the Employee, by will or by the laws of descent and distribution.
No transfer of the Option by the Employee by will or by the laws of descent and
distribution shall be effective to bind the Company unless the Company shall
have been furnished with written notice thereof and a copy of the will and such
other evidence as the Company may deem necessary to establish the validity of
the transfer and the acceptance by the transferee or transferees of the terms
and conditions of the Option.
4. The Employee shall not have any of the rights of a stockholder with respect
to the Option Shares until such shares have been issued after the due exercise
of the Option.
5. In the event of a reorganization, recapitalization, reclassification, stock
split or exchange, stock dividend, combination of shares, or any other similar
change in the Common Stock of the Company, the Board of Directors of the Company
shall, in its sole discretion, make such equitable, proportionate adjustments,
if any, as it deems appropriate in the number and kind of shares covered
<PAGE>
by the Option and in the option price thereunder, in order to preserve the
Employee's proportionate interest in the Company and to maintain the aggregate
option price; provided, however, that upon the dissolution or liquidation of the
Company, or upon any merger, consolidation or other form or reorganization, or
upon the sale of all or substantially all of the Company's assets, the Option
may be terminated by the Company or its successor and be of no further effect.
6. The Company hereby represents and warrants to the Employee that the Option
Shares, when issued and delivered by the Company to the Employee in accordance
with the terms and conditions hereof, will be duly and validly issued and fully
paid and non-assessable.
7. The Employee hereby represents and warrants to the Company that s/he is
acquiring the Option and shall acquire the Option Shares for his/her own account
and not with a view to the distribution thereof.
8. Anything in this Agreement to the contrary notwithstanding, the Employee
hereby agrees that s/he shall not sell, transfer by any means or otherwise
dispose of the Option Shares acquired by him/her without registration under the
Securities Act of 1933 (the "Act"), or in the event that they are not so
registered, unless (a) an exemption from the Act is available thereunder, and
(b) the Employee has furnished the Company with notice of such proposed transfer
and the Company's legal counsel, in its reasonable opinion, shall deem such
proposed transfer to be so exempt.
9. The Employee hereby acknowledges that:
(a) All reports and documents required to be filed by the Company with the
National Association of Securities Dealers, Inc. and Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 and other applicable
laws within the last twelve months have been made available to the Employee for
his/her inspection.
<PAGE>
(b) If s/he exercises the Option, s/he must bear the economic risk of the
investment in the Option Shares for an indefinite period of time because the
Option Shares will not have been registered under the Act and cannot be sold by
him/her unless they are registered under the Act or an exemption therefrom is
available thereunder.
(c) In his/her position with the Company, s/he has had both the opportunity to
ask questions of and receive answers from the officers and directors of the
Company and all persons acting on its behalf concerning the terms and conditions
of the offer made hereunder and to obtain any additional information to the
extent to the Company possesses or may possess such information or can acquire
it without unreasonable effort or expense necessary to verify the accuracy of
the information obtained pursuant to subparagraph (a) above.
(d) The Company shall place stop transfer orders with its transfer agent against
the transfer of the Option Shares in the absence of registration under the Act
or an exemption therefrom.
(e) The certificates evidencing the Option Shares shall bear the following
legends:
"The shares represented by this certificate have been acquired for investment
and have not been registered under the Securities Act of 1933. The shares may
not be sold or transferred in the absence of such registration or an exemption
therefrom under said Act."
"The shares represented by this certificate have been acquired pursuant to a
Stock Option Agreement, dated as of June 3, 1991, a copy of which
<PAGE>
is on file with the Company, and may not be transferred pledged or
disposed of except in accordance with the terms and conditions thereof."
10. Subject to the terms and conditions of the Agreement, the Option may be
exercised by written notice to the Company at its principal place of business.
Such notice shall state the election to exercise the Option and the number of
Option Shares in respect to which it is being exercised, shall contain a
representation and agreement by the person or persons so exercising the Option
that the Option Shares are being purchased for investment and not with a view to
the distribution or resale thereof, and shall be signed by the person or persons
so exercising the Option. Such notice shall be accompanied by payment of the
full purchase price of the Option Shares in cash or by bank or certified check,
unless otherwise agreed to by the Company. The Company shall issue a certificate
or certificates evidencing the Option Shares as soon as practicable after the
notice and payment is received. The certificate or certificates evidencing the
Option Shares shall be registered in the name of the person or persons so
exercising the Option.
11. In the event of a conflict between the provisions of the Plan and the
provisions of this Agreement, the provisions of the Plan shall in all respects
be controlling.
12. All notices, requests, deliveries, payments, demands and other
communications which are required or permitted to be given under this Agreement
shall be in writing and shall either be delivered personally or sent by
certified mail, return receipt requested, postage prepaid, to the parties at
their respective addresses set forth below, or to such other address as either
shall have specified by notice in the writing to the other, and shall be deemed
duly given hereunder when so delivered or mailed, as the case may be.
13. The waiver by any party hereto of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any other or
subsequent breach.
<PAGE>
14. This Agreement constitutes the entire agreement between the parties with
respect to the subject matter thereof.
15. This Agreement shall inure to the benefit of and be binding upon the parties
hereto and to the extent not prohibited herein, their respective heirs,
successors, assigns and representatives. Nothing in this Agreement, expressed or
implied, in intended to confer on any person other than the parties hereto and
as provided above, their respective heirs, successors, assigns and
representatives any rights, remedies, obligations or liabilities.
16. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement
as of the 1st February, 1995.
GKN HOLDING CORP. Address:
61 Broadway, 12th Floor
New York, New York 10006
By: _______________________________
David Nussbaum
Chairman
EMPLOYEE: Address:
8563 HORSESHOE LANE
Boca Raton, FL 33496
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Roger Gladstone
<PAGE>
