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THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 101(d) OF REGULATION S-T
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Ramtron International Corporation
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
A-06704, A-06703, A-08554, A-08979, A-03137, A-03138,
A-03139, A-03135, A-06705, A-06644,A-03136, A-06645
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(CUSIP Number)
Sparks Willson Borges Brandt & Johnson, P.C.
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128 South Tejon, Suite 304
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Post Office Box 678
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Colorado Springs, CO 80901
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(719) 475-0097
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
6/14/00
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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 _____.
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CUSIP No. A-06704, A-06703, A-08554, A-08979, A-03137, A-03138,A-03139,
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A-03135, A-06705, A-06644,A-03136, A-06645
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1 Name of Reporting Person
William Michael Mushkin
Elizabeth Loring Crane/1/
2 Check the Appropriate Box if a Member of a Group
a
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b X 2
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3 SEC USE ONLY
4 Source of Funds *
PF
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) N/A
6 Citizenship or Place of Organization
William Michael Mushkin United States of America
Elizabeth Loring Crane United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power:
William Michael Mushkin - 466,666
Elizabeth Loring Crane - 485,714
8 Shared Voting Power: 0
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1 Mr. Mushkin and Ms. Crane are a married couple.
2 While Mr. Mushkin and Ms. Crane are a married couple, they do not affirm
their relationship as that of a "group" for purposes of Rule 13D-5(b)(1).
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9 Sole Dispositive Power:
William Michael Mushkin - 466,666
Elizabeth Loring Crane - 485,714
10 Shared Dispositive Power: 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
William Michael Mushkin - 466,666
Elizabeth Loring Crane - 485,714
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares *
_ N/A
13 Percent of Class Represented by Amount in Row (11): 5.58 %
14 Type of Reporting Person *
William Michael Mushkin - IN
Elizabeth Loring Crane - IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
ITEM 1: SECURITY AND ISSUER
This Schedule relates to the acquisition (the "Acquisition") of beneficial
ownership of Common Stock, $.01 par value per share, of Ramtron International
Corporation (hereinafter the "Company"), whose principal place of business is
located at 1850 Ramtron Drive, Colorado Springs, CO 80921. The names and
addresses of the Company's principal executive officers are:
L. David Sikes: Chairman of the Board and Chief Executive Officer
1850 Ramtron Drive, Colorado Springs, CO 80921
Greg B. Jones: Director, President and Chief Operating Officer
1850 Ramtron Drive, Colorado Springs, CO 80921
ITEM 2: IDENTITY AND BACKGROUND OF REPORTING PERSON
a. Names-- William Michael Mushkin
Elizabeth Loring Crane
William Michael Mushkin
b. Residence address--376 Ogden Street, Denver, CO 80218
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c. Occupation--The Reporting Person was the president of Mushkin Inc., a
Colorado corporation ("Mushkin"). Mushkin is a computer memory system
marketing company located at 435 West Colfax Ave., Denver, CO 80204.
Upon the closing of the Merger, Mr. Mushkin resigned as an officer
and director of Mushkin and became an employee of the Company.
Elizabeth Loring Crane
b. Residence address--376 Ogden Street, Denver, CO 80218
c. Occupation--The Reporting Person is an attorney at the law firm of
Holland & Hart, LLP at the office located at 555 Seventeenth Street,
Suite 3200, Denver, CO 80202-3979.
d. During the past five years, neither Reporting Person has been
convicted in any criminal proceeding.
e. During the past five years, neither Reporting Person has been a party
to a civil proceeding before a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order
enjoining future violation of, prohibiting or mandating activities
subject to, federal or state securities laws.
f. The Reporting Persons are citizens of the United States of America.
Item 3: SOURCE OF FUNDS OR OTHER CONSIDERATION
The Reporting Person exchanged 100% of the outstanding shares of Mushkin
which were the personal property of the Reporting Persons, for 952,380 shares of
the Common Stock of the Company. The Company is holding 95,238 of such shares in
escrow for a period of one year to secure the Reporting Persons' indemnification
obligations with respect to the Agreement and Plant of Merger ("Merger
Agreement") through which the Reporting Persons acquired such shares.
Item 4: PURPOSE OF TRANSACTION
The ownership of the shares which is the subject of this Schedule was
acquired by the Reporting Persons in connection with the Merger Agreement of
Mushkin, which was wholly owned by the Reporting Persons, and the Company. As an
employee of the Company, William Michael Mushkin may, from time to time, receive
additional shares of the Company's Common Stock through stock option or other
compensation plans. The Reporting Persons have no plan to effect any transaction
which would have the effect of, or result in, any of the following:
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a. The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company (other than as
disclosed above); provided, however that the Reporting Persons may
review their investment in the Company from time to time and make
adjustments in their holdings as they deem appropriate;
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
c. A sale or transfer of a material amount of assets of the Company or of
any of its subsidiaries;
d. Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend policy
of the Company;
f. Any other material change in the Company's business or corporate
structure, including but not limited to, if the Company is a
registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is required
by Section 13 of the Investment Company Act of 1940;
g. Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Company by any person;
h. Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
i. A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Act of 1934; or
j. Any action similar to any of those enumerated above.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
a. As of the date of the filing of this Schedule, the Reporting Persons
are deemed to beneficially own 952,380 shares of Common Stock of the
Company. The Company is holding 95,238 of such shares in escrow for a
period of one year to secure the Reporting Persons' indemnification
obligations with respect to the Merger Agreement through which the
Reporting Persons acquired such shares. The Reporting Persons'
beneficial ownership represents 5.58% of the issued and outstanding
Common Stock of the Company as of the date of this Schedule.
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b. William Michael Mushkin has the sole power to vote and dispose of
466,666 shares of Common Stock of the Company. Elizabeth Loring Crane
has the sole power to vote and dispose of 4,485,714 shares of Common
Stock of the Company. The Company is holding 95,238 of the shares in
escrow for a period of one year to secure the Reporting Persons'
indemnification obligations with respect to the Merger Agreement
through which the Reporting Persons acquired such shares.
c. Not applicable.
d. Not applicable.
e. Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Pursuant to the Merger Agreement whereby the Reporting Persons exchanged
100% of the outstanding shares of Mushkin for the 952,380 shares of the Common
Stock of the Company reported herein, the Reporting Persons are obligated to
deliver to the Company 95,238 (10%) of such shares, to be held in escrow for one
year as security against any breach of the representations and warranties made
by the Reporting Persons in the Merger Agreement. As the conclusion of the
escrow period, the shares shall be returned to the Reporting Persons provided
there has been no determination of a breach of the warranties and
representations. If there is a determination of a breach, the Merger Agreement
provides mechanisms whereby some or all of the escrowed shares may be
transferred to the Company.
In connection with the Merger Agreement the Reporting Persons entered into a
Lock-Up Agreement with the Company limiting the rights of the Reporting Persons
to dispose of certain quantities of the Company's Common Stock. Such
restrictions decrease over time and expire completely upon the third anniversary
of the Closing of the Merger Agreement (June 14, 2003). A description of the
number of shares subject to the Lock-Up Agreement and the time periods involved
is provided below:
With respect to 476,190 shares of the Common Stock of the Company, the Reporting
Persons shall be permitted to transfer the following amounts:
<TABLE>
<CAPTION>
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Dates Shares Permitted to be Transferred
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<S> <C>
After Closing Date and Prior to 90 days after the 40% being 190,476 shares
Closing Date, or thereafter.
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90 days after the Closing Date to 180 Days after the Additional 30% 142,857 being shares (for a total of
Closing Date, or thereafter. 70%) being a total of 333,333 shares
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After 180 days after the Closing Date Additional 30% 142,857 being shares (for a total of
100% being a total of 476,190 shares
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</TABLE>
With respect to an additional 476,190 shares of the Common Stock of the Company,
the Reporting Persons shall be permitted to transfer the following amounts:
<TABLE>
<CAPTION>
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Dates Shares Permitted to beTransferred
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<S> <C>
From and after the first anniversary of the Closing 33.33% being 158,730 shares.
Date to the second anniversary of the Closing Date,
or thereafter.
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From and after the second anniversary of the Closing Additional 33.33% being 158,730 shares (for a total of
Date to the third anniversary of the Closing Date, or 66.66%) being a total of 317,460 shares
thereafter.
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After the third anniversary of the Closing Date Additional 33.34% being 158,730 shares (for a total of
100%) being 476,190 shares
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</TABLE>
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
N/A
SIGNATURE
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After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in the Statement to Schedule
13D is true, correct and complete.
/s/ William Michael Mushkin Date: June 26, 2000
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William Michael Mushkin
/s/ Elizabeth Loring Crane Date: June 26, 2000
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Elizabeth Loring Crane
