SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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
(860) 456-0200
with a copy to:
Robert J. Metzler II, Esq.
Tyler Cooper & Alcorn
CityPlace - 35th Floor
Hartford, Connecticut 06103
(860) 725-6200
.........................................................
(Name, address and telephone number of person authorized
to receive notices and communications)
May 16, 1996
..............................
(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 [ ].
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: 542,534
(8) Shared Voting Power: 0
(9) Sole Dispositive Power: 542,534
(10) Shared Dispositive Power: 0
(11) Aggregate Amount Beneficially Owned By Reporting Person: 542,534
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
(13) Percent of Class Represented by Amount in Row (11):
16.1%
(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 120 Union
Street, Willimantic, Connecticut 06226.
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 Chairman, President and
Chief Executive Officer of CompuDyne Corporation, a holding company and
affiliate of the Issuer, located at the above-mentioned address. As of
August 21, 1995, Mr. Roenigk became a director of the Issuer. 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 542,534 aggregate number of shares of the Company's Common Stock
reported in this Schedule by Mr. Roenigk represent the number of shares
of Common Stock previously purchased with personal funds from time to
time.
Item 4.Purpose of Transaction.
..............................
On August 21, 1995 Mr. Roenigk was granted the options to acquire 450,000
shares of the Company's Common Stock at an option price of $.15 per share
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. On March 25, 1996 Corcap's Board of Directors
reduced the exercise price on all outstanding non-qualified stock options
to $.01 per share from $.15.
On May 3, 1996, Mr. Roenigk exercised his option to acquire 450,000
shares of the Company's Common Stock. On May 16, 1996 Mr. Roenigk
purchased 22,534 shares of the Company's Common Stock through an open
market purchase.
Mr. Roenigk does not have any present plans or proposals to purchase
additional shares of Common Stock. 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 542,534 shares of the
Company's Common Stock 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.
Item 7. Material to be filed as Exhibits.
..........................................
(1)Consent to the Adoption of Resolutions by the Board of Directors of
Corcap, Inc. a Reduction of the Exercise Price on All Outstanding Non-
Qualified Stock Options 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: May 23, 1996
/s/ Martin A. Roenigk
Martin A. Roenigk
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
CRIMINAL VIOLATIONS (18 U.S.C. 1001).
CONSENT TO THE ADOPTION OF
RESOLUTIONS BY THE
BOARD OF DIRECTORS OF
CORCAP, INC.
The undersigned, being all of the members of the Board of Directors of
Corcap, Inc., a Nevada corporation, with Director, Martin A. Roenigk
abstaining, do hereby consent to and approve the adoption of the
following resolutions and do hereby direct the Secretary of the
Corporation to file this Consent with the minutes of the Board of
Directors:
WHEREAS, the exercise price of the options to purchase common stock of
the Corporation under the Corcap, Inc. 1988 Stock Incentive Compensation
Plan granted to Diane W. Burns is substantially above the market price of
Corcap, Inc. common stock; and
WHEREAS, the exercise price of the options to purchase common stock of
the Corporation under the Corcap, Inc. Non-Qualified Stock Option
Agreement, dated August 21, 1995, granted to Martin Roenigk is
substantially above the market price of Corcap, Inc. common stock, and
WHEREAS, the Board desires to provide continuing incentive towards the
resolution of Corcap that is favorable to shareholders and to restore the
"benefit" and revitalize the "incentive" to owning and exercising Corcap
stock options, by repricing the options.
NOW THEREFORE, be it
RESOLVED, that, subject to the agreement of Diane W. Burns, each of the
outstanding Corcap Non-Qualifed Incentive Stock Option Agreements
covering options held by Ms. Burns pursuant to the Corcap, Inc. 1988
Stock Incentive Compensation Plan as set forth below, be and they hereby
are, amended to provide that the purchase price of each share subject to
the option shall be $.01, being 100% of the fair market value of the
shares subject to the option on March 25, 1996, such fair market value
being the average of the bid prices on the OTC market for Corcap common
stock on such date and reflective of sale prices over the prior three
months;
# Option Date of Prior Exercise New Exercise
Shares Number Issue Price Price
...... ...... ........ .............. ............
760 88I177 02/10/88 $1.875 $.01
1,000 88N003 08/17/88 $1.875 $.01
740 88N043 09/12/89 $1.875 $.01
and
RESOLVED, that subject to the agreement of Martin A. Roenigk, the
outstanding Corcap Non-Qualified Stock Option Agreement dated August 21,
1995 as set forth below shall be amended to provide that the purchase
price of each share subject to the options shall be $.01, being 100% of
the fair market value of the shares subject to the options on March 25,
1996, such fair market value being the average of the bid prices on the
OTC market for Corcap common stock on such date and reflective of sale
prices over the prior three months;
# Option Date of Prior Exercise New Exercise
Shares Number Issue Price Price
....... ........ ........ .............. ............
300,000 Option 1 08/21/95 $.15 $.01
150,000 Option 2 08/21/95 $.15 $.01
and be it
FURTHER RESOLVED, that the remainder of the provisions of said Stock
Option Agreements, including the original dates of grant and the vesting
schedules, shall remain in full force and effect, without modification;
and be it
FURTHER RESOLVED, that the proper officers of the Corporation be, and
they hereby are, authorized and directed to take all action and execute
all documents necessary or appropriate to effectuate the action taken or
to be taken in the foregoing resolutions and to file any and all
documents necessary or desirable to comply with the laws of any
applicable jurisdiction.
Dated as of the 25th day of March, 1996.
\s\ Millard H. Pryor, Jr. \s\ David W. Clark, Jr.
Millard H. Pryor, Jr. David W. Clark, Jr.
\s\ John E. Sundman
John E. Sundman
Abstaining: Martin A. Roenigk
