<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ASTROTECH INTERNATIONAL CORPORATION
--------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------
(Title of Class of Securities)
046487104
--------------------------------------------------------------
(CUSIP Number)
S. Kent Rockwell, 960 Penn Avenue, Suite 800
Pittsburgh, Pennsylvania 15222 (412) 391-1896
--------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 28, 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 3d-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).
Total pages in Report 28
Exhibit Index at Page 13
<PAGE> 2
Page 2 of 28 Pages
<TABLE>
<CAPTION>
CUSIP NO. 046487104
---------------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rockwell Venture Capital, Inc.
I.R.S. Identification No. 25-1545032
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
7 SOLE VOTING POWER
1,390,052
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,390,052
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,390,052
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%
14 TYPE OF REPORTING PERSON*
CO
<FN>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
CUSIP NO. 046487104 Page 3 of 28 Pages
---------------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S. Kent Rockwell
Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
1,412,152
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,412,152
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,412,152
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
14 TYPE OF REPORTING PERSON*
<FN>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
CUSIP NO. 046487104 Page 4 of 28 Pages
---------------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jonathan Corey Rockwell Trust
S. Kent Rockwell, Trustee
Social Security Number: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
14 TYPE OF REPORTING PERSON*
OO
<FN>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE> 5
Page 5 of 28 Pages
The reporting Persons hereby amend their Schedule 13 D ("Schedule 13
D") originally filed on or about June 24, 1991, by amending the following Items
thereof, Items 1, 2, 5 and 6 (all the terms used in this Amendment No. 1 to
Schedule 13 D, which are defined in Schedule 13 D, are used herein with the
same meaning unless otherwise defined herein or required by the context).
ITEM NO. 1. SECURITIES AND ISSUER.
This statement relates to the Common Stock, $.01 par value
per share (the "Common Stock"), of Astrotech International
Corporation, a Delaware corporation ("Astrotech"). The
address of the principal executive offices of Astrotech is
960 Penn Avenue, Suite 800, Pittsburgh, PA 15222.
ITEM NO. 2. IDENTITY AND BACKGROUND.
This statement is being filed by Rockwell Venture Capital,
Inc., a Delaware corporation (the "Company") having its
offices at 960 Penn Avenue, Suite 700, Pittsburgh, PA 15222,
the Jonathan Corey Rockwell Trust, S. Kent Rockwell Trustee,
and by S. Kent Rockwell, an individual whose business address
is 960 Penn Avenue, Suite 800, Pittsburgh, PA 15222. The
principal business of the Company is venture capital and the
acquisition and sale of securities. The present principal
occupation of Mr. Rockwell is Chairman, Chief Executive
Officer and Chief Financial Officer of Astrotech. Mr.
Rockwell is the Chief Executive Officer, Sole Shareholder and
Sole Director of the Company. Mr. Rockwell is the sole
executive officer of the Company.
<PAGE> 6
Page 6 of 28 Pages
Prior to the acquisition by Mr. Rockwell of all of the
outstanding shares of capital stock of the Company in
February 1993, from the Jonathan Corey Rockwell Trust, (the
"Trust"), the Sole Shareholder of the Company was the Trust
and Mr. Rockwell was the Sole Trustee of the Trust. As a
result of this transaction, the Trust no longer has any
interest in the Company and accordingly, disclaims any
beneficial interest in the Common Stock.
During the last five years, neither the Company, the Trust
nor Mr. Rockwell has been convicted in a criminal proceeding
(excluding traffic violation or similar misdemeanors).
During the last five years, neither the Company, the Trust or
Mr. Rockwell was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a
result of such proceeding 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. Rockwell is a citizen of the United States.
ITEM NO. 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This statement relates to the disposition of 95,000 shares of
Common Stock by the Company, during the five business day
period ended May 28, 1996, at
<PAGE> 7
Page 7 of 28 Pages
an average price per share of $7.45. The disposition of the
95,000 shares of Common Stock was made in compliance with the
provisions of Rule 144 promulgated by the Securities and
Exchange Commission under the Securities Act of 1933, as
amended.
Except for the disposition of the Common Stock referred to
above neither the Company, the Trust nor Mr. Rockwell has
effected any transaction in the Common Stock during the past
60 days. The Company has currently pledged all of its Common
Stock in a margin account with Rauscher, Pierce, Refsnes,
Inc., First City Tower, 1001 Fannin, Suite 700, Houston, TX
77002.
ITEM NO. 5. INTEREST AND SECURITIES OF THE ISSUER.
As of May 28, 1996, the Company owned beneficially 1,390,052
shares of Common Stock or approximately 14.1% of the
9,840,206 shares of Common Stock outstanding (as reported in
Astrotech's quarterly report on Form 10-Q for the period
ended March 31, 1996). The Company holds the power to vote
and the power to direct the disposition of the shares of
Common which it owns.
As of May 28, 1996, Mr. Rockwell individually owned 22,100
shares of Common Stock or less than 1% of the 9,840,206
shares of Common Stock outstanding, as to which he holds both
the power to vote and the power of disposition. Mr. Rockwell
also holds options to purchase 67,000 shares of Common Stock
pursuant to options granted under Astrotech's Stock Option
Plans. (See Item No. 6.) By virtue of his position as Sole
Stockholder, Sole
<PAGE> 8
Page 8 of 28 Pages
Director and Chief Executive Officer of the Company, as of
May 28, 1996, Mr. Rockwell indirectly owned beneficially the
shares of Common Stock which are owned by the Company, thus
resulting in his having owned beneficially, as of such date,
1,412,152 shares of Common Stock or approximately 14.3% of
the 9,840,206 shares of Common Stock outstanding. Mr.
Rockwell holds the power to direct the disposition of the
shares of Common Stock.
Except for the disposition of the Common Stock pursuant to
the transaction reported hereunder, neither the Company, the
Trust nor Mr. Rockwell has effected any transaction in the
Common Stock during the past 60 days.
In February 1993, the Trust ceased to be the beneficial owner
of any shares of Common Stock.
ITEM NO. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Astrotech maintains Employee Stock Option Plans that provide
that options may be granted to key employees of Astrotech or
any parent or subsidiary of Astrotech, and to Directors who
are also employees or consultants of Astrotech or any parent
or subsidiary of Astrotech. The Stock Option Plans are
intended to attract and retain key employees and consultants
of outstanding competence, and to provide such employees and
consultants with an incentive to achieve long-term corporate
objectives by giving them an opportunity to acquire an equity
interest in the Company. As of June 1996,
<PAGE> 9
Page 9 of 28 Pages
Mr. Rockwell held options to acquire 67,000 shares of
Astrotech Common Stock pursuant to the Stock Option Plans.
Mr. Rockwell holds options to purchase shares of Common
Stock at prices per share and expiration dates as follows:
Shares Price Per Share Expiration Date
------ --------------- ---------------
12,000 $1.94 10/02/98
20,000 $1.25 10/30/99
10,000 $4.25 11/11/02
10,000 $3.25 08/25/03
15,000 $2.75 10/04/04
<PAGE> 10
Page 10 of 28 Pages
SIGNATURE PAGE
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: June 7, 1996 /s/ S. KENT ROCKWELL
------------------------------
By: S. Kent Rockwell
President of
Rockwell Venture Capital, Inc.
<PAGE> 11
Page 11 of 28 Pages
SIGNATURE PAGE
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: June 7, 1996 /s/ S. KENT ROCKWELL
-----------------------------
By: S. Kent Rockwell Trustee
The Jonathan Corey Rockwell Trust
<PAGE> 12
Page 12 of 28 Pages
SIGNATURE PAGE
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: June 7, 1996 /s/ S. KENT ROCKWELL
-------------------------
By: S. Kent Rockwell
<PAGE> 13
EXHIBIT DESCRIPTION PAGE NO.
------- ----------- --------
A Schedule 13 D filed on June 24, 1991 on 13
behalf of Rockwell Venture Capital, Inc.;
The Jonathan Corey Rockwell Trust; and
S. Kent Rockwell*
- ---------
* This Schedule 13 D is a restatement of the entire text of the original
Schedule 13 D filed by the Reporting Persons on June 24, 1991.
<PAGE> 14
EXHIBIT A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
ASTROTECH INTERNATIONAL CORPORATION
--------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------
(Title of Class of Securities)
046487104
--------------------------------------------------------------
(CUSIP Number)
S. Kent Rockwell, Suite 240, Two Chatham Center,
Pittsburgh, Pennsylvania 15219 (412) 391-1896
--------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 13, 1991
--------------------------------------------------------------
(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 [X]. (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 3d-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 14 of 28 Pages
<PAGE> 15
Page 15 of 28 Pages
<TABLE>
<CAPTION>
CUSIP NO. 046487104
---------------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rockwell Venture Capital, Inc.
I.R.S. Identification No. 25-1545032
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
7 SOLE VOTING POWER
1,536,430
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,536,430
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,536,430
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.05%
14 TYPE OF REPORTING PERSON*
CO
<FN>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>
CUSIP NO. 046487104 Page 16 of 28 Pages
---------------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jonathan Corey Rockwell Trust - S. Kent Rockwell, Trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
7 SOLE VOTING POWER
1,536,430
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,536,430
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,536,430
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.05%
14 TYPE OF REPORTING PERSON*
OO
<FN>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
CUSIP NO. 046487104 Page 17 of 28 Pages
---------------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S. Kent Rockwell
Social Security Number: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
1,590,530
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,590,530
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,590,530
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4%
14 TYPE OF REPORTING PERSON*
IN
<FN>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE> 18
Page 18 of 28 Pages
Item No. 1 SECURITY AND ISSUER
This statement relates to the Common Stock, $.01 par value per
share (the "Common Stock"), of Astrotech International
Corporation, a Delaware corporation ("Astrotech"). The address of
the principal executive offices of Astrotech is Suite 240, Two
Chatham Center, Pittsburgh, Pennsylvania 15219.
Item No. 2 IDENTITY AND BACKGROUND.
This statement is being filed by Rockwell Venture Capital, Inc., a
Delaware corporation (the "Company") having its offices at 99 East
Main Street, Uniontown, Pennsylvania 15401, the Jonathan Corey
Rockwell Trust, S. Kent Rockwell, Trustee, and by S. Kent Rockwell,
an individual whose business address is Suite 240, Two Chatham
Center, Pittsburgh, Pennsylvania 15219. The principal business of
the Company is venture capital and the acquisition and sale of
securities. The present principal occupation of Mr. Rockwell is
Chairman, Chief Executive Officer and President of Astrotech. Mr.
Rockwell is the Chief Executive Officer and sole Director of the
Company. The sole Shareholder of the Company is the Jonathan Corey
Rockwell Trust, S. Kent Rockwell, Trustee (the "Trust") and Mr.
Rockwell is the sole Trustee of the Trust. Philip T. Warman,
Esquire is an Attorney whose principal offices is at Suite 700, 960
Penn Avenue, Pittsburgh, Pennsylvania 15222, and is
Secretary-Treasurer of the Company and its only other officer. Mr.
Rockwell is also a Director of Astrotech.
<PAGE> 19
Page 19 of 28 Pages
During the last five years, neither the Company, the Trust, Mr.
Warman nor Mr. Rockwell has been convicted in a criminal proceeding
(excluding traffic violation or similar misdemeanors).
During the last five years, neither the Company, the Trust, Mr.
Warman or Mr. Rockwell was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding 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. Rockwell and Mr. Warman are citizens of the United States.
Item No. 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This statement relates to the acquisition of shares of Common Stock
pursuant to Astrotech's offer ("Exchange Offer") to exchange shares
of its Common Stock and cash for any and all shares of its $1.20
Cumulative Convertible Preferred Stock ("Preferred Stock") .
<PAGE> 20
Page 20 of 28 Pages
Pursuant to the Exchange Offer, Astrotech offered to exchange a
combination of 4.70 shares of Astrotech's Common Stock and $1.64 in
cash for each outstanding share of Preferred Stock. The Exchange
Offer expired at 5:00 p.m., New York City time on Thursday, June 13,
1991. Reference is made to pages 16 through 20 of Astrotech's
Offering Circular dated May 14, 1991 captioned "The Exchange Offer",
which section is incorporated herein by reference.
The Reporting Persons tendered all of their shares of Preferred
Stock pursuant to the Exchange Offer. As a result of such exchange,
effective at 5:00 p.m. on June 13, 1991, the Reporting Persons hold
no shares of Astrotech's Preferred Stock. 1,536,430 shares of
Astrotech Common Stock and $541,036 in cash was received as a result
of the Exchange Offer.
Also in connection with the Exchange Offer and the disposition of
Preferred Stock by the Reporting Persons in connection therewith, an
Amendment No. 3 to Schedule 13 D reporting the disposition of such
Preferred Stock is being filed by the Reporting Persons on the date
thereof.
Except for the acquisition of the Common Stock tendered in
accordance with the Exchange Offer, neither the Company, the Trust,
Mr. Warman nor Mr. Rockwell has effected any transaction in the
Common Stock during the past 60 days.
<PAGE> 21
Page 21 of 28 Pages
The funds for the purchase of the shares of Preferred Stock were
originally obtained by the Company from Drexel Burnham Lambert
Trading Corporation pursuant to a loan transaction. The Company
then pledged all such Preferred Stock in a margin account with
Drexel Burnham Lambert, Incorporated, the proceeds of which were
used to satisfy the prior loan transaction. The Company has
currently pledged all of its Common Stock in a margin account with
Rauscher Pierce Refsnes, Inc., First City Tower, 1001 Fannin, Suite
700, Houston, Texas 77002.
Item No. 4 PURPOSE OF TRANSACTION.
The acquisition of the Common Stock pursuant to the Exchange Offer
has been made as an investment. Either the Company, the Trust, Mr.
Warman or Mr. Rockwell may purchase additional shares of Astrotech
Common Stock, from time to time, and may dispose of any and all
shares which they or he holds.
Neither the Company, the Trust, Mr. Warman nor Mr. Rockwell has any
present plans or proposals which relate to or would result in any of
the matters described in paragraphs (a) through (j), inclusive, of
Item 4 of Schedule 13 D. Each of the Company, the Trust, Mr. Warman
and Mr. Rockwell reserves the right, however, to adopt such plans or
proposals in the future.
<PAGE> 22
Page 22 of 28 Pages
Item No. 5 INTEREST IN SECURITIES OF THE ISSUER.
As of June 13, 1991 the Company, by virtue of tendering its
Preferred Stock pursuant to the Exchange Offer, owned beneficially
1,536,900 shares of Common Stock, or approximately 24% of the
6,389,969 shares of Common Stock outstanding (as reported in
Astrotech's final Amendment to Schedule 13 E-4 filed on or about
June 21, 1991). The Company holds the power to vote and the power to
direct the disposition of the shares of Common Stock which it owns.
As of June 13, 1991, Mr. Rockwell individually owned 22,100 shares
of Common Stock or less than 1% of the 6,389,969 shares of Common
Stock outstanding, as to which he holds both the power to vote and
the power of disposition. Mr. Rockwell also holds options to
purchase 32,000 shares of Common Stock pursuant to options granted
under Astrotech's Stock Option Plans. (See Item No. 6) By virtue of
his position as Chief Executive Officer, Sole Director and Trustee
of the Sole Stockholder of the Company, as of June 13, 1991, Mr.
Rockwell indirectly owned beneficially the shares of Common Stock
which are owned by the Company, thus resulting in his having owned
beneficially, as of such date, 1,558,850 shares of Common Stock, or
approximately 24.4% of the 6,389,969 shares of Common Stock
outstanding. Mr. Rockwell holds the power to direct the disposition
of the shares of Common Stock.
<PAGE> 23
Page 23 of 28 Pages
Except for the acquisition of the Common Stock pursuant to the
Exchange Offer, neither the Company, the Trust, Mr. Warman nor Mr.
Rockwell has effected any transaction in the Common Stock during the
past 60 days.
Item No. 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECTS TO SECURITIES OF THE ISSUER.
Astrotech maintains two Employee Stock Option Plans that provide
that options may be granted to key employees of Astrotech or any
parent or subsidiary of Astrotech, and to Directors who are
employees or consultants of Astrotech or any parent or subsidiary of
Astrotech. The Stock Option Plans are intended to attract and retain
key employees and consultants of outstanding competence, and to
provide such employees and consultants with an incentive to achieve
long-term corporate objectives by giving them an opportunity to
acquire an equity interest in the Company. As of June 1991, Mr.
Rockwell held two options to acquire Astrotech Common Stock pursuant
to the Stock Option Plans. Mr. Rockwell holds an option to purchase
20,000 shares of Common Stock at a price per share of $1.25 per
share, which options expire October 30, 1999; and an option to
purchase 12,000 shares of Common Stock at an exercise price of $1.94
per share, which options expire on October 2, 1998.
<PAGE> 24
Page 24 of 28 Pages
Item No. 7 MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT A
Offer by Astrotech International Corporation to exchange shares of
its Common Stock and cash for any and all shares of its $1.20
Cumulative Convertible Preferred Stock dated May 14, 1991
("Offering Circular").*
* With the exception of the information incorporated by reference in the
Offering Circular contained on pages 16 through 20, captioned "The Exchange
Offer" the Offering Circular is not deemed to be filed as part of this Schedule
13 D.
<PAGE> 25
Page 25 of 28 Pages
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: June 21, 1991 /s/ S. KENT ROCKWELL
------------------------------
S. Kent Rockwell, President of
Rockwell Venture Capital, Inc.
<PAGE> 26
Page 26 of 28 Pages
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: June 21, 1991 /s/ S. KENT ROCKWELL
---------------------------------
S. Kent Rockwell, Trustee
The Jonathan Corey Rockwell Trust
<PAGE> 27
Page 27 of 28 Pages
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: June 21, 1991 /s/ S. KENT ROCKWELL
----------------------------
S. Kent Rockwell
<PAGE> 28
Page 28 of 28 Pages
<TABLE>
<CAPTION>
Exhibit Description** Page No.
- ------- ------------- -------
<S> <C> <C>
A Offer by Astrotech International 16
Corporation to exchange shares of its
Common Stock and cash for any and all
shares of its $1.20 Cumulative
Convertible Preferred Stock dated
May 14, 1991 ("Offering Circular").*
</TABLE>
* With the exception of the information incorporated by reference in the
Offering Circular contained on pages 16 through 20, captioned "The Exchange
Offer" the Offering Circular is not deemed to be filed as part of this
Schedule 13 D.
** Filed under Form SE as previously filed paper exhibit to Schedule 13 D filed
by the Reporting Persons on June 24, 1991. Form SE filed on June 7, 1996.
