SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Corcap, Inc.
(Name of Issuer)
Common Stock (Par Value $.01 Per Share)
(Title of Class of Securities)
21835010 6
(CUSIP Number)
Martin A. Roenigk
c/o MicroAssembly Systems, Inc.
120 Union Street
Willimantic, Connecticut 06226
(203) 456-0200
with a copy to:
Robert J. Metzler II, Esq.
Tyler Cooper & Alcorn
CityPlace - 35th Floor
Hartford, Connecticut 06103
(203) 725-6200
(Name, address and telephone number of person authorized
to receive notices and communications)
August 21, 1995
(Dates of events which require
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 this statement [X].
CUSIP No. 21835010 6
____________________
_____________________________________________________________________________
(1) Name of Reporting Person:
Martin A. Roenigk
_____________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group:
(a) ___ (b) ___
_____________________________________________________________________________
(3) SEC USE ONLY:
_____________________________________________________________________________
(4) Source of Funds: (PF)
_____________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(3): [ ]
_____________________________________________________________________________
(6) Citizenship: United States
_____________________________________________________________________________
Number of Shares Beneficially Owned by Reporting Person With:
(7) Sole Voting Power: 520,000
_____________________________________________________________________________
(8) Shared Voting Power: 0
_____________________________________________________________________________
(9) Sole Dispositive Power: 520,000
_____________________________________________________________________________
(10) Shared Dispositive Power: 0
_____________________________________________________________________________
(11) Aggregate Amount Beneficially Owned By Reporting Person: 520,000
_____________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
_____________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11): 15.4%
_____________________________________________________________________________
(14) Type of Reporting Person: IN
Item 1. Security and Issuer.
This Schedule relates to the Common Stock, Par Value $0.01 Per Share
("Common Stock") of Corcap, Inc. (the "Company"), a Nevada corporation. The
address of the Company's principal executive offices is 90 State House
Square, Hartford, Connecticut 06103-3720.
Item 2. Identity and Background.
This Schedule is filed by Martin A. Roenigk. The business address of
Mr. Roenigk is c/o MicroAssembly Systems, Inc., 120 Union Street,
Willimantic, Connecticut 06226 ("MicroAssembly Systems").
Mr. Roenigk's present principal occupation is as Chairman and President
of MicroAssembly Systems, a manufacturing company, located at the above-
mentioned address. As of August 21, 1995, Mr. Roenigk became a director of
the Issuer and a director and the Chairman, President and Chief Executive
Officer of CompuDyne Corporation ("CompuDyne"), an affiliate of the Issuer,
with principal executive offices also located at 90 State House Square,
Hartford, Connecticut 06103-3720. Mr. Roenigk has not, during the past five
years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which he 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.
Mr. Roenigk is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The 520,000 aggregate number shares of the Company's Common Stock
reported in this Schedule by Mr. Roenigk represent (a) the number of shares
of Common Stock previously purchased with personal funds from time to time,
and (b) the number of shares of Common Stock for which Mr. Roenigk was
granted non-qualified purchase options on August 21, 1995 in connection with
his election to the Company's Board of Directors and in order to facilitate
the acquisition by CompuDyne of all of the shares of capital stock of
MicroAssembly, three-quarters of which shares were owned by Mr. Roenigk.
The exercise price under the options is $.15 per share of Common Stock,
and the options expire on August 20, 2005.
Item 4. Purpose of Transaction.
Mr. Roenigk was granted the options to acquire 450,000 shares of the
Company's Common Stock in connection with his election to the Company's Board
of Directors and in order to facilitate the acquisition by CompuDyne of all
of the shares of capital stock of MicroAssembly, three-quarters of which
shares were owned by Mr. Roenigk.
Mr. Roenigk does not have any present plans or proposals to purchase
additional shares of Common Stock or to dispose of the rights to acquire
shares of Common Stock currently held. However, additional shares may be
purchased from time to time as investment circumstances warrant.
There are no present plans or proposals which relate to, or would result
in, an extraordinary corporate transaction, such as a merger, reorganization
or liquidation of the Company, the sale or transfer of a material amount of
the assets of the Company, any change in the present management of the
Company, any material change in the present capitalization or dividend policy
of the Company, any other material change in the Company's business or
corporate structure, any changes in the Company's charter or by-laws which
may impede the acquisition of control of the Company by any person, causing
any class of securities of the Company to cease to be authorized or to be
quoted in an inter-dealer quotation system of a registered national
securities association, causing any class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended, or any action
similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Roenigk has beneficial ownership of 70,000 shares of and rights
to acquire 450,000 shares of the Company's Common Stock, which rights are
derived from options to be exercised at any time (within 10 years from August
21, 1995) at a purchase price of $.15 per share, which options were acquired
on August 21, 1995 as described in Item 3 and Item 4 hereof.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Mr. Roenigk has no contracts, arrangements, understandings or
relationships (legal or otherwise) with respect to any securities of the
Company which relate to such matters as transfer or voting of any such
securities, finder's fees, joint ventures, loan or option agreements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, and no such contract, arrangement, understanding or
relationship exists between him and the Company except the Option Agreement,
dated August 21, 1995 by and between Martin Roenigk and the Company with
respect to the purchase by Mr. Roenigk of 450,000 shares of the Company's
Common Stock for a purchase price of $.15 per share as described in Item 3
and Item 4 hereof.
Item 7. Material to be filed as Exhibits.
(1) Option Agreement dated August 21, 1995 by and between Martin
Roenigk and the Company.
SIGNATURES
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.
Date: August 30, 1995
/s/ Martin A. Roenigk
Martin A. Roenigk
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF
FACT CONSTITUTE CRIMINAL VIOLATIONS (18 U.S.C. 1001).
EXHIBIT 1
CORCAP, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
Option Granted To
Martin Roenigk
Grantee
OPTION ONE:
300,000 $.15
Number of Option Shares Purchase Price per Share
GRANT DATE: August 21, 1995
EXPIRATION DATE: August 21, 1996
OPTION TWO:
150,000 $.15
Number of Option Shares Purchase Price per Share
Grant Date: August 21, 1995
Expiration Date: August 21, 2005
I accept the Options, subject to their
terms set forth above and in the
attachment.
/s/ Martin Roenigk
Signature
August 21, 1995
Date
NON-QUALIFIED STOCK OPTION TERMS
Corcap, Inc. ("Corcap") hereby grants to the Grantee the following Option
One and Option Two (the "Options") to purchase on or before the respective
Expiration Dates at the Purchase Price per Share for the Option Shares, which
shall be fully paid and non-assessable shares of the Common Stock of Corcap,
par value $.01 per share (the "Common Stock").
The Options are granted subject to the following terms and conditions:
1. Option One shall be immediately exercisable and shall expire on
August 21, 1996 (the "Option One Expiration Date").
2. Option Two shall be exercisable upon the exercise in full of Option
One and, assuming the exercise of Option One, shall terminate on August 21,
2005. In the event the Grantee does not exercise Option One on or before the
Option One Expiration Date, Grantee's rights to both Option One and Option Two
shall expire.
3. The Options may be exercised according to these terms, in whole or in
part, by written notification delivered in person or by mail to Corcap's
Corporate Secretary at Corcap's executive offices in Hartford, Connecticut or
at such other location of its executive offices. Such notification shall be
effective upon its receipt by the Corporate Secretary of Corcap on or before
the respective Expiration Date of each of Option One and Option Two, and
shall be in substantially the form attached as Exhibit A and Exhibit B,
respectively, specifying the number of shares with respect to which the
appropriate Option is then being exercised and accompanied by payment for
such shares. Neither Option may be exercised with respect to a fractional
share or with respect to fewer than 100 shares. In the event the Expiration
Date falls on a day which is not a regular business day at Corcap's
executive offices, then such written notification must be received at such
office on or before the last regular business day prior to the Expiration
Date. Payment is to be made by check payable to the order of Corcap. No
shares shall be issued on exercise of either Option until full payment for
such shares has been made and all checks delivered in payment therefor have
been collected. The Grantee shall not have any rights of a shareholder upon
exercise of either Option, including but not limited to, the right to vote
or to receive dividends, until stock certificates have been issued to the
Grantee.
2. Corcap shall not be required to issue any certificate or certificates
for shares purchased upon the exercise of any part of the Options prior to
(i) the admission of such shares to listing on any stock exchange on which
the stock may then be listed, (ii) the completion of any registration or
other qualification of such shares under any state or federal law or rulings
or regulations of any governmental regulatory body if required prior to such
exercise unless an exemption from registration is available, as determined by
Corcap in its sole discretion, (iii) the obtaining of any consent or approval
or other clearance from any governmental agency which Corcap shall, in its
sole discretion, determine to be necessary or advisable, and (v) the payment
to Corcap, upon its demand, of any amount requested by Corcap for withholding,
federal, state or local income or earnings taxes or any other applicable tax
or assessment (plus interest or penalties thereon, if any, caused by a delay
in making such payment) incurred by reason of the exercise of the Options or
the transfer of such shares. The Options shall be exercised and shares
issued only upon compliance with the Securities Act of 1933, as amended (the
"Act"), and any other applicable securities laws, and the Grantee shall
comply with any requirements imposed by the Securities and Exchange
Commission or any state securities commission under such laws.
If the Grantee qualifies as an "affiliate" (as that term is defined in
Rule 144 ("Rule 144" promulgated under the Act), upon demand by Corcap, the
Grantee (or any person acting on his behalf) shall deliver to the Corporate
Secretary of Corcap at the time of any exercise of the Options a written
representation that upon exercising the Options he will acquire shares for
his own account, that he is not taking the shares with a view to
distribution and that he or she will dispose of the shares only in
compliance with Rule 144.
3. The Options are not transferrable by the Grantee otherwise than by
will or by the laws of descent and distribution, and is exercisable, during
the life of the Grantee, only by him or by his guardian or legal
representative. More particularly (but without limiting the generality of
the foregoing), the Options may not be assigned, transferred (except as
provided above), pledged or hypothecated in any way, shall not be assignable
by operation of law and shall not be subject to execution, attachment or
similar process.
4. Notwithstanding any other provisions:
(a) If the Grantee should die during the term of the Options, the Options
may be exercised by the person designated in the Grantee's last will and
testament or, in the absence of such designation, by the Grantee's estate, to
the full extent that the Options could have been exercised by the Grantee
immediately prior to the Grantee's death, but not later than the second
anniversary of the Grantee's death until the expiration of its original term.
In the event the Options are exercised by the executors, administrators,
legatees or distributees of the estate of the Optionee, Corcap shall be under
no obligation to issue shares unless Corcap is satisfied that the person or
persons exercising the Options are the duly appointed legal representatives of
the Optionee's estate or the proper legatees or distributees thereof.
(b) In the event of a merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other changes in corporate
structure or capitalization affecting the Common Stock, the number of shares
remaining to be exercised under the Options and the Purchase Price shall be
appropriately adjusted. If, as a result of any adjustment under this
paragraph, the Grantee becomes entitled to a fractional share, he or she
shall have the right to purchase only the adjusted number of full shares
and no payment or other adjustment will be made with respect to the
fractional share so disregarded.
5. The waiver by Corcap of any provision of this Agreement shall not
operate as or be construed to be a subsequent waiver of the same provision or
a waiver of any other provision of the Agreement.
6. The Option shall be irrevocable during the Option period and its
validity and construction shall be governed by the laws of the State of
Connecticut.
CORCAP, INC.
By /s/ Diane Burns
Diane Burns
Its Corporate Secretary
EXHIBIT A
NON-QUALIFIED STOCK OPTION EXERCISE NOTICE
________________, ____
Corcap, Inc.
90 State House Square
Hartford, Connecticut 06053
Attention:
Ladies and Gentlemen:
Pursuant to the provisions of the Non-Qualified Stock Option Agreement,
dated August __, 1995 (the "Agreement"), whereby you have granted me two
stock options, including Option One to purchase a total of 300,000 shares of
Common Stock of Corcap, Inc. (the "Company"), I hereby notify you that I
elect to exercise Option One to purchase ____________ of the shares covered
by Option One at the price specified therein.
I understand that the Agreement will be deemed to be amended automatically
to reduce the number of shares remaining to be exercised under the Agreement
by the number of shares exercised by this notice.
In full payment of the price for the shares being purchased, I am
delivering to you herewith a check payable to the order of the Company in the
amount of $__________.
Please mail the stock certificates to me at:
Name __________________________
Address __________________________
__________________________
Calculation of funds due:
Option price $_____ x
Number of shares exercised _____
= Cost of Exercise = $__________
plus
Federal income tax (28% x the difference between
the option price and the Fair Market Value of the
shares on the date of exercise x number of shares
exercised)* = $___________
Total Amount Due = $___________
To be paid by:
[ ] Cash or check = $___________
TOTAL = $___________
________________________
Signature of Grantee
____________________
* In the states that have an income tax, an additional payment may be
required over and above the 28% federal income tax payment when exercising a
non-qualified stock option. Moreover, an additional payment may be required
to cover FICA and other such taxes.
EXHIBIT B
NON-QUALIFIED STOCK OPTION EXERCISE NOTICE
________________, ____
Corcap, Inc.
90 State House Square
Hartford, Connecticut 06053
Attention:
Ladies and Gentlemen:
Pursuant to the provisions of the Non-Qualified Stock Option Agreement,
dated August __, 1995 (the "Agreement"), whereby you have granted me two stock
options, including Option Two to purchase a total of 150,000 shares of Common
Stock of Corcap, Inc. (the "Company"), I hereby notify you that I elect to
exercise Option Two to purchase ____________ of the shares covered by Option
Two at the price specified therein.
I understand that the Agreement will be deemed to be amended automatically
to reduce the number of shares remaining to be exercised under the Agreement
by the number of shares exercised by this notice.
In full payment of the price for the shares being purchased, I am
delivering to you herewith a check payable to the order of the Company in the
amount of $__________.
Please mail the stock certificates to me at:
Name ____________________________
Address ____________________________
____________________________
Calculation of funds due:
Option price $ ________ x
Number of shares exercised ________
= Cost of Exercise = $__________
plus
Federal income tax (28% x the difference between
the option price and the Fair Market Value of the
shares on the date of exercise x number of shares
exercised)* = $__________
Total Amount Due = $__________
To be paid by:
[ ] Cash or check = $__________
TOTAL = $__________
_________________________
Signature of Grantee
____________________
* In the states that have an income tax, an additional payment may be
required over and above the 28% federal income tax payment when exercising a
non-qualified stock option. Moreover, an additional payment may be required
to cover FICA and other such taxes.
