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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
CalComp Technology, Inc. (formerly, Summagraphics Corporation)
2411 W. LaPalma Avenue, Anaheim, California 92801
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
128701109
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(CUSIP Number)
Frank H. Menaker, Jr., Vice President and General Counsel,
Lockheed Martin Corporation, 6801 Rockledge Drive,
Bethesda, Maryland 20817 (301) 897-6125
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 23, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person previously filed a statement of 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).
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SCHEDULE 13D
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CUSIP No. 128701109 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
Lockheed Martin Corporation
I.R.S. Employer Identification No. 52-1893632
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
NOT APPLICABLE
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
EXCHANGE OF STOCK
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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
Maryland
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NUMBER OF 7 SOLE VOTING POWER
SHARES 40,742,957
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 40,742,957
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,742,957
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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)
Approximately 89.7
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14 TYPE OF REPORTING PERSON*
CO
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Amendment No. 1 to Schedule 13D
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Reference is made to the statement on Schedule 13D filed with the
Securities and Exchange Commission on March 29, 1996. Capitalized terms which
are not otherwise defined herein shall have the definitions given them in the
Schedule 13D. The Schedule 13D is hereby amended as follows:
Item 1. Security and Issuer.
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Common Stock, $.01 par value ("Common Stock")
CalComp Technology, Inc. (formerly, Summagraphics Corporation)
2411 W. LaPalma Avenue
Anaheim, California 92801
Item 2. Identity and Background.
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Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
Incorporated in Maryland.
Lockheed Martin Corporation ("Lockheed Martin") is a diversified enterprise
principally engaged in the conception, design, manufacture and integration of
advanced technology products and services for the United States government and
private industry. Lockheed Martin also manages significant facilities for the
Department of Energy and produces construction aggregates and specialty chemical
products. Prior to the closing of the Exchange on July 23, 1996, CalComp Inc.,
a supplier of input and output computer graphics peripheral products, was a
wholly-owned subsidiary of Lockheed Martin.
Lockheed Martin has not, during the last five years, been convicted in a
criminal proceeding. On January 27, 1995, Lockheed Corporation, one of the
corporations that combined to form Lockheed Martin, entered into a plea
agreement pursuant to which Lockheed Corporation agreed to plead guilty to one
count of conspiring to violate the bribery provisions of the Foreign Corrupt
Practices Act and conspiracy to falsify its books, records and accounts.
Lockheed Martin has not, during the last five years, been 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.
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Item 3. Source and Amount of Funds or other Consideration.
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Pursuant to the terms of the Plan of Reorganization and Agreement for the
Exchange of Stock of CalComp Inc. for Stock of Summagraphics Corporation dated
March 19, 1996, as amended on April 30, 1996 and June 5, 1996 (the "Exchange
Agreement"), CalComp Technology, Inc. (formerly Summagraphics Corporation)
issued to Lockheed Martin 40,742,957 shares of Common Stock of CalComp
Technology, Inc. in exchange for 100% of the issued and outstanding capital
stock of CalComp Inc., which, prior to the Exchange, was a wholly-owned
subsidiary of Lockheed Martin. As a result of the Exchange, Lockheed Martin
became the owner of approximately 89.7% of the issued and outstanding Common
Stock of CalComp Technology, Inc. and CalComp Inc. became a wholly-owned
subsidiary of CalComp Technology, Inc. In addition, the 9.25% Secured
Convertible Debenture of Summagraphics Corporation issued to Lockheed Martin on
March 19, 1996 was paid in full and discharged in connection with the
consummation of the transactions contemplated by the Exchange Agreement.
Item 4. Purpose of Transaction.
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This Amendment No. 1 to Schedule 13D is being filed as a result of the
increase in the percentage of beneficial ownership of the filing person from 21%
to approximately 89.7% of the issued and outstanding Common Stock of CalComp
Technology, Inc., which increase is a result of the consummation of the
transactions contemplated by the Exchange Agreement.
At a special meeting of the stockholders of CalComp Technology, Inc.
(formerly, Summagraphics Corporation), the Exchange Agreement and the
transactions contemplated thereby were approved. Among the proposals approved
by the stockholders was the Fourth Amended and Restated Certificate of
Incorporation of Summagraphics Corporation, which, among other things, changed
the name of Summagraphics Corporation to CalComp Technology, Inc., increased the
number of shares of Common Stock authorized for issuance from 20,000,000 to
60,000,000, and increased the number of directors to 7.
Pursuant to the Exchange Agreement, Lockheed Martin obtained a controlling
interest in CalComp Technology, Inc. Following the closing of the Exchange,
Lockheed Martin accepted the resignations of the former directors and officers
of CalComp Technology, Inc. and elected new directors and officers by written
consent.
Lockheed Martin presently has no plans or proposals that relate to or would
result in (i) the acquisition or disposition of securities of the Issuer by any
person; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or
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liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (iv) 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 board; (v) any material
change in the present capitalization or dividend policy of the Issuer; (vi) any
other material change in the Issuer's business or corporate structure; (vii)
changes in the Issuer's articles of incorporation or bylaws or other actions
which may impede the acquisition of control of the Issuer by any person; (viii)
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; (ix) causing a
class of equity securities to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Act, as amended; or (x) any action similar
to any of those enumerated in clauses (i) through (ix) of this sentence.
Item 5. Interest in Securities of the Issuer.
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Lockheed Martin is the record and beneficial owner of 40,742,957
shares (approximately 89.7%) of the issued and outstanding Common Stock of
CalComp Technology, Inc.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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Not Applicable.
Item 7. Material to be Filed as Exhibits.
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Not Applicable.
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
LOCKHEED MARTIN CORPORATION
By: /s/ Stephen M. Piper
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Stephen M. Piper
Assistant General Counsel and
Assistant Secretary
Dated: July 29, 1996
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