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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. )*
Computer Integration Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
205171-10-1
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(CUSIP Number)
Marc C. Krantz, Kohrman Jackson & Krantz P.L.L.,
1375 East 9th Street, Cleveland, Ohio 44114, 216-736-7204
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 24, 1997
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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 [ ].
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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<TABLE>
SCHEDULE 13D
CUSIP NO. 205171-10-1
<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert W. Johnson IV
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
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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
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,000,000
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,000,000
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
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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)
7.1%
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
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CUSIP No. 205171-10-1
This original Schedule 13D Statement is filed on behalf of Robert W.
Johnson IV for the purpose of reporting an acquisition of shares of Common
Stock, $.001 par value per share, of Computer Integration Corp.
Item 1. Security and Issuer.
This Schedule 13D Statement relates to the shares of Common Stock, $.001
par value per share (the "Shares"), of Computer Integration Corp., a Delaware
corporation ("CIC"), which has its principal executive offices at 165
University Avenue, Westwood, Massachusetts, 02090.
Item 2. Identity and Background.
(a) The person filing this Schedule 13D is Robert W. Johnson IV.
(b) Mr. Johnson's business address is 630 Fifth Avenue, Suite 1510 New
York, New York 10111.
(c) Mr. Johnson's principal occupation is private investor.
(d) Negative with respect to Mr. Johnson.
(e) Negative with respect to Mr. Johnson.
(f) Mr. Johnson is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares reported herein as having been acquired by Mr. Johnson were
acquired for $1,070,000. The source of the funds was Mr. Johnson's personal
funds.
Item 4. Purpose of Transaction.
Mr. Johnson acquired the Shares pursuant to the Stock Purchase Agreement
(the "Agreement"), dated May 15, 1997, between CIC and Chartwell Group, Inc.
("Chartwell"), which assigned to Mr. Johnson, together with six other investors
(collectively, the "Assignees"), the right to purchase in the aggregate
2,277,103 Shares. Under the terms of the Agreement, CIC agreed to use its best
efforts to cause and maintain the election, to its Board of Directors, of up to
four nominees of Chartwell or its assigns for a one year period commencing July
24, 1997. CIC also agreed that its Board of Directors would consist of no more
than eight Directors.
Pursuant to its assignments rights under the Agreement, Chartwell agreed,
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CUSIP No. 205171-10-1
in a letter from Chartwell to the Assignees, dated July 24, 1997 (the "Letter
Agreement"), that for the one year period commencing July 24, 1997 it would use
its best efforts to cause and maintain the election, to CIC's Board of
Directors, of one nominee named by the Assignees. Pursuant to the terms of the
Letter Agreement, if necessary to create a vacancy for the Director to be
designated by the Assignees, one of the Directors designated by Chartwell or
its assigns will resign from the Board. Mr. Johnson expects that the Assignees
will designate Donald Russell, Chairman of CEA Management Corp., 101 East
Kennedy Blvd., Suite 3300, Tampa, Florida 33602, as the Assignees' designee to
the Board. There is no agreement between Mr. Johnson and Mr. Russell with
respect to actions to be taken by Mr. Russell as a Director of CIC. The Letter
Agreement is attached hereto as Exhibit 7.1 and is incorporated herein by
reference.
Depending on market conditions, developments with respect to CIC's
business and other factors, Mr. Johnson reserves the right to dispose of or
acquire additional Shares.
Pursuant to the instructions for items (a) through (j) of Item 4 of
Schedule 13D and except as set forth above in this Item 4, Mr. Johnson
presently has no plans or proposals that relate to or would result in any of
the following:
(i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving CIC or its subsidiary;
(ii) the sale or transfer of a material amount of assets of CIC or its
subsidiary;
(iii) a material change in the present capitalization or dividend policy
of CIC;
(iv) a material change in the business or corporate structure of CIC;
(v) a change to the Articles of Incorporation or Bylaws of CIC or an
impediment to the acquisition of control of CIC by any person;
(vi) the delisting from any national securities exchange or the National
Association of Securities Dealer's Automated Quotation System of the Shares;
(vii) a class of equity securities of CIC becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(viii)any action similar to any of those enumerated in (i) through (vii)
above.
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CUSIP No. 205171-10-1
Mr. Johnson reserves the right to modify his plans and proposals described
in this Item 4. Further, subject to applicable laws and regulations, he may
formulate plans and proposals that may result in the occurrence of an event set
forth in (i) through (viii) above or in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) According to information provided by CIC to Mr. Johnson, there are
13,947,120 Shares outstanding.
Mr. Johnson beneficially owns 1,000,000 Shares, or approximately 7.1% of
the outstanding Shares. Under Rule 13d-5(b) promulgated by the Securities and
Exchange Commission, Mr. Johnson may be deemed a member of a group with the
Assignees. Mr. Johnson disclaims that there is such a group.
(b) Mr. Johnson has sole power to vote, or to direct the voting of, and
the sole power to dispose or to direct the disposition of, the Shares owned by
the him.
(c) Mr. Johnson acquired 1,000,000 Shares on July 24, 1997 for a price of
$1.07 per Share. Mr. Johnson did not engage in any other transaction in the
Shares during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Agreement provides that promptly following the closing of the
transaction contemplated thereby, CIC will, at its expense, prepare and file a
Registration Statement on the appropriate form then available to CIC, and use
its best efforts to effect the registration for resale by certain holders of
registrable securities, including Mr. Johnson (the "Registrable Securities").
CIC will use its best efforts to keep such Registration Statement effective
under Rule 415 under the Securities Act of 1933, as amended, until none of the
holders of Registrable Securities hold such Registrable Securities any longer.
The holders of Registrable Securities will also be entitled to "piggyback" on
the registrations of Shares. In connection with the registrations, CIC and
the Assignees will mutually indemnify each other against certain liabilities,
including liabilities under the federal securities laws.
Item 7. Material to be Filed as Exhibits.
Exhibit 7.1 Letter Agreement between Chartwell and the Assignees,
dated July 24, 1997
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CUSIP No. 205171-10-1
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.
Dated: August 4, 1997 /s/ Robert W. Johnson IV
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Robert W. Johnson IV
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CUSIP No. 205171-10-1
Exhibit Index
Exhibit 7.1 Letter Agreement Between Chartwell and the Assignees, dated
July 24, 1997
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EXHIBIT 7.1
July 24, 1997
Mr. Donald Russell Robert W. Johnson IV
Chairman, CEA Management Corp. The Johnson Company, Inc.
Communications Equity Associates 630 Fifth Avenue, Suite 1510
101 East Kennedy Blvd., Suite 3300 New York, New York 10111
Tampa, Florida 33602
Mr. Donald Searles Neil J. Burmeister
CRT Trust Advisors, Inc. P.O. Box 5415
400 Embassy Row, Suite 500 New York, New York 10185-0044
Atlanta, Georgia 30328
Mr. John Perry, III Arthur DelVesco
564 Toro Canyon Road 12 South Wynstone Drive
Santa Barbara, California 93108 North Barrington, Illinois 60010
Mr. Thomas D. McCloskey, Jr.,
President
McCloskey Enterprises, Inc.
730 E. Durant, Sutie 202
Aspen, Colorado 81611
Gentlemen:
Chartwell Group, Inc. ("Chartwell") and Computer Integration Corp. ("CIC")
are parties to a Stock Purchase Agreement dated as of May 15, 1997 (the
"Agreement"). Under the Agreement, Chartwell has the right to assign any or
all of its rights under the Agreement, including its rights to purchase CIC
common stock, to one or more assignees. Collectively, the addressees of this
letter ("Assignees") have agreed to purchase 2,277,103 shares of CIC common
stock for the aggregate purchase price of $2,436,500, and Chartwell has
assigned its rights to buy these shares to Assignees as permitted by the
Agreement. Assignees have wire transferred funds into CIC's attorney's trust
account to accomplish this closing.
This letter will constitute Chartwell's agreement that, for one year after
the Closing (the same time period set forth in Section 4.2 of the Agreement),
it will use its best efforts to cause and maintain the election to the Board of
Directors of one nominee of Assignees' group (as designated by Neil J.
Burmeister or a replacement representative appointed by a majority-in-interest
of Assignees). If necessary to create a vacancy for the election of such
nominee, Chartwell will cause one of the other directors it is entitled under
the Agreement to elect to resign from the Board.
Very truly yours,
CHARTWELL GROUP, INC.
/s/ Michael G. Santry
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By: Michael G. Santry
Its: Chairman
