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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
THE NATIONAL REGISTRY INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
63735L 10 3
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(CUSIP Number)
Thomas J. Egan, Jr., Esq.
Baker & McKenzie
815 Connecticut Avenue, N.W.
Washington, D.C. 20006-4078
(202) 452-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 25, 1999
(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.)
Page 1 of 9
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CUSIP No. 63735L 10 3
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(1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
RMS Limited
Partnership Crystal Diamond, Inc. Roy M. Speer
88-0224372 88-0223159 ###-##-####
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(2) Check the Appropriate Box if a Member (a) [X]
of a Group (See Instructions) (b) [ ]
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(3) SEC Use Only
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(4) Source of Funds
WC
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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
RMS Limited Partnership -- Nevada limited partnership
Crystal Diamond, Inc. -- Nevada corporation
Roy M. Speer -- individual citizen of the United States
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Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting ------------------------------------------
Person With (8) Shared Voting Power
10,415,431 by each person
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(9) Sole Dispositive Power
0
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(10) Shared Dispositive Power
8,080,805 by each person
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,415,431 shares by each reporting person
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(12) Check Box if the Aggregate Amount in Row (11) [X]
Excludes Certain Shares
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(13) Percent of Class Represented by Amount in Row (11)
62%
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(14) Type of Reporting Person
RMS Limited Partnership -- PN
Crystal Diamond, Inc. -- CO
Roy M. Speer -- IN
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RMS Limited Partnership, a Nevada limited partnership ("RMS"), Crystal
Diamond, Inc., a Nevada corporation, and Roy M. Speer hereby amend their
Schedule 13D as filed on March 20, 1995, and as amended by amendment no. 1 filed
on April 20, 1995 and amendment no. 2 filed on December 23, 1998 (as amended
the "Schedule 13D") with respect to the Common Stock, par value $.01 per share,
of The National Registry Inc., a Delaware corporation ("NRI").
ITEM 4. PURPOSE OF TRANSACTION.
The Schedule 13D is amended by adding the following to the end of Item 4:
On June 25, 1999, RMS, Forstmann and Santangelo entered into the First
Amended and Restated Stockholders' Voting Agreement (the "First Amended and
Restated Voting Agreement") which amended and restated the Voting Agreement
in its entirety. Under the First Amended and Restated Voting Agreement,
Forstmann and Santangelo agreed to vote in tandem with and in like manner as
and as directed by RMS for the election of directors of NRI and on all other
matters which may be presented to the stockholders of NRI. In addition, for so
long as Forstmann beneficially owns at least two percent (2%) of the Common
Stock, Forstmann shall be entitled to designate one nominee reasonably
acceptable to RMS to the Board of Directors of NRI and RMS is required to vote
all the NRI voting securities beneficially owned by RMS in favor of such
nominee.
The First Amended and Restated Voting Agreement will terminate upon the
consummation of (a) the sale of greater than fifty percent (50%) of the Common
Stock to a person other than RMS, Forstmann or Santangelo, (b) the sale of
substantially all the assets of NRI to a person in which RMS does not
benefically own fifty percent (50%) or greater of the voting securities of such
person, or (c) the merger of NRI and another person not an affiliate of NRI and
in which RMS does not beneficially own twenty-five percent (25%) or greater of
the voting securities of such person. In addition, in the event that RMS,
Forstmann or Santangelo ceases to beneficially hold in the aggregate fifty
percent (50%) of the total amount of Common Stock owned by each person (as the
case may be) as of June 25, 1999, the First Amended and Restated Voting
Agreement terminates with respect to such person. The First Amended and
Restated Voting Agreement similarly terminates if only one stockholder remains
a party to the First Amended and Restated Voting Agreement due to the operation
of the provision described in the previous sentence.
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The description of the First Amended and Restated Stockholders' Voting
Agreement contained herein is qualified in its entirety by reference to the
complete text of such agreement attached hereto as Exhibit 1 and incorporated
herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Schedule 13D is amended by adding the following to the end of Item
5:
On June 25, 1999, RMS, Forstmann and Santangelo entered into the First
Amended and Restated Voting Agreement which amended and restated the Voting
Agreement in its entirety. The execution of the First Amended and Restated
Voting Agreement does not alter the description of deemed beneficial ownership
described in paragraph (a) of this Item 5.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 -- First Amended and Restated Stockholders' Voting Agreement
dated as of June 25, 1999.
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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.
June 29, 1999 RMS LIMITED PARTNERSHIP,
a Nevada limited partnership
/s/ C. Thomas Burton, Jr.
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C. Thomas Burton, Jr., President of
Crystal Diamond, Inc., the Managing
General Partner of RMS Limited
Partnership
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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.
June 29, 1999 CRYSTAL DIAMOND, INC.
a Nevada corporation
/s/ C. Thomas Burton, Jr.
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C. Thomas Burton, Jr.
President
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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.
June 29, 1999 /s/ Roy M. Speer
-----------------------------------
Roy M. Speer
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FIRST AMENDED AND RESTATED STOCKHOLDERS' VOTING AGREEMENT
THIS FIRST AMENDED AND RESTATED STOCKHOLDERS' VOTING AGREEMENT (the
"Agreement") dated as of June 25, 1999 ("Effective Date"), is being entered
into by and among RMS Limited Partnership ("RMS"), a Nevada limited
partnership, Francis R. Santangelo ("Santangelo") and J. Anthony Forstmann
("Forstmann" and together with RMS and Santangelo are the "Shareholders" and
individually a "Shareholder").
WITNESSETH
WHEREAS, the Shareholders are parties to that certain Stockholders'
Voting Agreement ("Voting Agreement") dated March 14, 1995 concerning certain
voting arrangements with respect to shares of common stock ("Common Stock"),
par value $0.01 per share, of The National Registry Inc. ("NRI"), a Delaware
corporation, and certain options ("Options") to acquire such Common Stock;
WHEREAS, RMS and Santangelo acquired certain shares of Series "C"
Convertible Preferred Stock ("Preferred Stock") of NRI pursuant to a Stock
Purchase Agreement dated as of December 17, 1998 and converted such shares into
shares of Common Stock;
WHEREAS, as of the date hereof, Santangelo owns of record 1,308,377
shares of Common Stock and Options to acquire 249,999 additional shares of
Common Stock, Forstmann owns of record 583,333 shares of Common Stock and
Options to acquire 117,917 additional shares of Common Stock and RMS owns of
record 8,080,805 shares of Common Stock; and
WHEREAS, the Shareholders desire to enter into this Agreement, which
amends and restates the Voting Agreement in its entirety;
NOW, THEREFORE, in consideration of the mutual covenants and
obligations set forth in this agreement, the parties hereto hereby agree as
follows:
1. Tandem Voting. Subject to Section 2 below, each of Santangelo and
Forstmann (on behalf of itself and each Affiliate of such Shareholder that may
acquire such Voting Shares on or after the date hereof) agrees to vote in
tandem with and in like manner as and as directed by RMS (or its designee) for
the election of directors of NRI and on all other matters which may be
presented at any meeting of the shareholders of NRI or with respect to which
the consent of the shareholders of NRI is sought. RMS shall provide written
notice to each Santangelo and Forstmann on or prior to the time of a vote for
the election of directors of NRI or on any other matters which may be presented
at any meeting of the shareholders of NRI or as to which the consent of the
shareholders of NRI is sought. Such notice shall state how such Shareholder
shall vote on such matter or the consent required of such Shareholder.
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2. Director Designee.
(a) RMS hereby agrees to vote the Voting Shares (as
hereinafter defined) in favor of one nominee selected by Forstmann ("Director
Designee"), and reasonably acceptable to RMS, for election to the board of
directors of NRI.
(b) If at any time Forstmann shall notify RMS of his desire
to have his Director Designee removed, RMS shall vote all of the Voting Shares
for the removal of such Director Designee and shall undertake all other
reasonable actions, at Forstmann's expense, permitted under applicable law for
the removal of such Director Designee.
(c) In the event that the Director Designee ceases to serve
for any reason whatsoever, RMS shall vote all of the Voting Shares for the
election of a new Director Designee and shall undertake all other reasonable
actions, at Forstmann's expense, permitted under applicable law for the
election of such Director Designee.
3. Termination.
(a) In the event that Forstmann or his Affiliates cease to
hold, in aggregate, at least 2% (two percent) of the issued and outstanding
Common Stock, then Section 2 herein shall cease to apply and the Shareholders
and their respective Affiliates shall be released from any obligations
thereunder.
(b) In the event that (i) more than 50% (fifty percent) of the
issued and outstanding Common Stock is sold to any Person or "group", as such
term is defined under the Securities Exchange Act of 1934, as amended, other
than any of the Shareholders, (ii) NRI sells substantially all of its assets to
any Person, other than to an Affiliate, and RMS and its Affiliates hold less
than 50% (fifty percent) of the voting interest of such Person or (iii) NRI
merges with any Person, other than with an Affiliate, and RMS and its
Affiliates hold in the aggregate less than 25% (twenty five percent) of the
voting interest of such Person, then in each case this Agreement shall
terminate as of the date of consummation of any such transaction.
(c) In the event that any Shareholder ceases to hold at least
50% (fifty percent) of the Common Stock (including any Common Stock which may
be received upon conversion or exchange of any other security of NRI) that such
Shareholder holds on the date hereof, then this Agreement shall terminate with
respect to such Shareholder and such Shareholder shall be released from all
obligations hereunder. If, by the operation of the this Section 3(c), only one
Shareholder shall be bound by the terms and conditions of this Agreement, then
this Agreement shall terminate as of such date.
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4. Notice Provisions. All notices or communications required to be given
by any Person pursuant to this Agreement shall be effected in writing either by
personal delivery or by registered or certified mail, postage prepaid with
return receipt requested to the addresses indicated below:
If to Forstmann:
J. Anthony Forstmann
7 Beverly Park
Beverly Hills, CA 90210
With a copy to:
Kaye, Scholer, Fierman, Hays & Handler
1999 Avenue of the Stars
Suite 1600
Los Angeles, California 90067
Attention: Barry L. Dastin, Esq.
If to RMS:
RMS Limited Partnership
201 West Liberty Street
PO Box 281
Reno, NV 89504
Attn: C. Thomas Burton
With a copy to:
Thomas J. Egan, Jr., Esq.
Baker & McKenzie, Suite 900
815 Connecticut Avenue, NW
Washington, DC 20006
If to Santangelo:
Francis R. Santangelo
10926 Tamarisk Trail
Boyton Beach, FL 33436
5. Owner of Shares. Each party to this Agreement may deem and treat the
person in whose name shares of securities are registered in the stock books of
NRI as the owner thereof for all purposes, including without limitation, for
giving of notices under this Agreement.
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6. Legend. A copy of this Agreement shall be filed with the Secretary of
NRI and shall be kept at its principal executive office. Upon the execution of
this Agreement, each of the parties thereto shall cause each certificate
representing shares of voting securities now or hereafter owned by it to carry
a legend as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF
THE FIRST AMENDED AND RESTATED STOCKHOLDERS' VOTING AGREEMENT, DATED AS OF JUNE
25, 1999. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICES OF THE COMPANY.
7. Complete Agreement. This is the complete agreement between the parties
with respect to the subject matter hereof and supersedes all prior negotiations
and agreements with respect thereto. There are no representations, warranties,
covenants, conditions, terms, agreements, promises, understandings, commitments
or other arrangements with respect to the subject matter hereof other than
those expressly set forth herein.
8. Governing Law. This agreement shall be governed by, construed under
and enforced in accordance with the laws of the State of Delaware without
regard to any conflict of law principles thereof.
9. Binding Agreement; Successors. This agreement shall be binding upon,
inure to the benefit of and be enforceable by the parties hereto and each of
their respective successors, assigns, heirs and other representatives.
10. Headings. The section headings herein are for reference purposes only
and shall not affect in any way, the meaning or interpretation of this
agreement, nor are they deemed to constitute a part of this Agreement.
11. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
12. Attorneys' Fees. In any action or proceeding brought to enforce any
provision of this Agreement, or where any provision hereof is validly asserted
as a defense, the successful party shall be entitled to recover reasonable and
actual attorneys' fees (including any such fees incurred in connection with
enforcement of any judgments) in addition to its or his costs and expenses and
other available remedies.
13. Waiver; Amendment. Any waiver of an provision or breach of this
Agreement must be in writing, executed by the waving party. No waiver of any
provision or breach of this Agreement shall be a waiver of any other provision
or breach of this Agreement or any subsequent breach. Any amendment or
modification of this Agreement must be in writing and executed by all of the
parties hereto.
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14. Specific Performance. Each of the parties hereto acknowledges that
money damages would be both incalculable and an insufficient remedy for any
breach of this Agreement by a party hereto and that any such breach would cause
the other party hereto irreparable harm. Accordingly, each party hereto agrees
that in the event of any actual or threatened beach of this Agreement by any
party hereto, the other parties hereto shall be entitled to specific
performance. Such remedy shall not be the exclusive remedy for any breach of
this Agreement, but shall be in addition to all other remedies available at law
or equity to such party.
15. Interpretation of Agreement. This Agreement shall be construed in
its entirety, with no emphasis or meaning being given to the headings or
captions utilized in this Agreement or the placement of the various provisions.
16. Definitions. The following capitalized terms shall have the meanings
set forth below:
(a) "Affiliate" means, with respect to any specified
Person, (i) any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified Person or
(ii) any other Person that owns, directly or indirectly, 5% or more of such
specified Person's voting stock or any executive officer or director of any
such specified Person or other Person or, with respect to any natural Person,
any Person having a relationship with such Person by blood, marriage or
adoption not more remote than first cousin. For the purposes of this
definition, "control," when used with respect to any specified Person, means
the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing. For purposes of this Agreement, no Shareholder
shall be deemed to be an Affiliate of any other Shareholder.
(b) "Person" means any individual, corporation, limited
liability company, partnership, joint venture, association, trust, or
unincorporated organization.
(c) "Voting Shares" shall mean shares of NRI's Common
Stock, Options, Preferred Stock or any other voting securities of NRI held on
or after the Effective Date by any Shareholder or its Affiliate, plus all
voting securities hereinafter attributable to such shares or received or
receivable in respect thereof by way of stock splits or stock dividends,
recapitalization or liquidation of the NRI or merger or consolidation of the
NRI with any other corporation or organization.
17. Assignment. RMS may assign the terms and conditions of this Agreement
to any Affiliate that holds Voting Shares.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
/s/ J. Anthony Forstmann
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J. Anthony Forstmann
/s/ Francis R. Santangelo
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Francis R. Santangelo
RMS: Limited Partnership
By: Crystal Diamond, Inc.
Its: Managing General Partner
By:/s/ Richard W. Baker
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Name: Richard W. Baker
Title: Secretary/Treasurer of
Crystal Diamond, Inc.
ACKNOWLEDGMENT OF FIRST AMENDED AND RESTATED STOCKHOLDERS' VOTING AGREEMENT
The National Registry Inc. hereby acknowledges the existence of the
foregoing First Amended and Restated Stockholders' Voting Agreement.
THE NATIONAL REGISTRY INC.
By: /s/ Jeffrey P. Anthony
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Name: Jeffrey P. Anthony
Title: President
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