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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)
GTSI Corp.
(Formerly named Government Technology Services, Inc.)
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(Name of Issuer)
Common Stock, par value $.005 per share
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(Title of Class of Securities)
383750106
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(CUSIP Number)
Carter Strong, Esq.
Arent Fox Kintner Plotkin & Kahn, PLLC
1050 Connecticut Avenue, N.W., Washington, D.C. 20036-5339
(202) 857-6252
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Various
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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(e), 13d-1(f) or 13d-1(g), check the following
box [ ]
NOTE. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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).
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Schedule 13D
CUSIP No. 383750106
1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Persons
M. Dendy Young
2) Check the Appropriate Row if a Member of a Group*
(a) [ ]
(b) [ ]
N/A
3) SEC Use Only
4) Source of Funds*
AF, PF, 00
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
N/A
6) Citizenship or Place of Organization
United States of America
Number of 7) Sole Voting Power (not including 32,730
Shares Beneficially certain shares subject to option)
Owned by Each
Reporting Person with 8) Shared Voting Power 131,500
9) Sole Dispositive Power (not including 32,730
certain shares subject to option)
10) Shared Dispositive Power 131,500
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,230 (including 850,000 shares subject to options exercisable
within 60 days)
12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13) Percent of Class Represented by Amount in Row (11)
9.99%
14) Type of Reporting Person*
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.
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This Amendment No. 3 to Schedule 13D filed by M. Dendy Young, with
respect to the common stock, par value $.005 per share ("Common Shares"), of
GTSI Corp. (formerly named Government Technology Services, Inc.), a Delaware
corporation (the "Issuer"), amends the Schedule 13D filed by Mr. Young on
December 29, 1995, as amended by Amendment No. 1 filed on December 12, 1996 and
Amendment No. 2 filed on August 18, 1997 (the "Statement"). All capitalized
terms used and not defined herein shall have the meanings ascribed to them in
the Statement.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Item 3 is supplemented as follows:
Mr. Young purchased jointly with his spouse, Andrea T. Young, a total
of 22,000 Common Shares in the NASD National Market System between April 28,
1998 and August 28, 2000, as follows:
Date Number of Shares Price Per Share
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04/28/98 100 $4.3750
04/30/98 9,900 $4.3750
05/04/99 3,000 $4.3750
05/04/99 2,000 $4.3125
08/25/99 3,000 $4.0000
12/23/99 2,000 $2.5000
05/15/00 2,000 $2.7500
08/11/00 10,000 $2.7500
08/14/00 10,000 $2.7500
08/18/00 200 $3.1250
08/21/00 1,000 $3.1250
08/25/00 2,500 $3.2500
08/28/00 1,800 $3.2500
All shares were purchased in over-the-counter transactions through standard
brokerage accounts maintained by Mr. and Mrs. Young. All shares were purchased
with personal funds of Mr. and Mrs. Young.
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In addition, Mr. Young, as beneficial owner of an Individual Retirement
Account (the "IRA"), purchased 2,000 Common Shares in the NASD National Market
System on May 8, 2000, at $2.75 per share, and 1,000 Common Shares on May 11,
2000, at $2.50 per share. Such shares were purchased with proceeds from the IRA
contributed to the IRA by Mr. Young.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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Item 5 is amended as follows:
(a) Mr. Young beneficially owns 1,014,230 Common Shares (of which
850,000 Common Shares represent that portion of the Options which are
exercisable within 60 days of the date hereof), representing approximately 9.99%
of the outstanding Common Shares, based on 9,307,180 outstanding shares as of
August 1, 2000, as reported in the Issuer's Form 10-Q for the period ended June
30, 2000.
(b) Mr. Young has the sole power to vote and dispose of 32,730 Common
Shares (includes 3,000 shares held in the IRA and 430 shares held as custodian
for children). Mr. Young would have the sole power to vote and dispose of the
850,000 Common Shares that represent that portion of the Options which are
currently exercisable within 60 days of the date hereof if such Shares were
acquired upon the exercise of the Options. Mr. and Mrs. Young share the power to
vote and dispose of 131,500 shares. Mrs. Young is a natural person whose
residence address is 604 Boyle Lane, McLean, Virginia 22102. The current
principal occupation of Mrs. Young is that of homemaker. Mrs. Young has not been
the subject of any criminal proceeding (excluding traffic violations or similar
misdemeanors) during the past five years, nor has Mrs. Young been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
within the past five years as a result of which she 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. Mrs. Young is a citizen of the United
States of America.
(c) Except as set forth in item 3 above, no transactions in Common
Shares were effected by Mr. Young during the 60 days prior to the date of this
Amendment No. 3.
(d) Mr. Young holds 430 Common Shares as custodian for two of his minor
children. Except with respect to such Common Shares, the 131,500 Common Shares
jointly owned by Mr. and Mrs. Young and the 3,000 Common Shares held in the
IRA, no other person has the right to receive dividends from, or the proceeds
from the sale of, the Common Shares owned by Mr. Young.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
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Mr. Young and the Issuer entered into a Non-qualified Stock Option
Agreement dated August 3, 1999 pursuant to which the Issuer granted an option to
Mr. Young to purchase up to 100,000 Common Shares for a per share purchase price
of $4.00 per share, which vests and is exercisable cumulatively in four equal
annual installments commencing August 3, 1999 and expiring on August 3, 2006. A
copy of the Stock Option Agreement is attached hereto as Exhibit 1 and
incorporated herein by this reference.
Except as described herein or as previously disclosed in Mr. Young's
Schedule 13D as amended by Amendments No. 1 and No. 2 thereto, Mr. Young does
not have any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of the Issuer,
including but not limited to the transfer of any of the Common Shares owned by
him, finder's fees, joint ventures, guarantees of profits, vision of profits or
loss, or the giving or withholding of proxies.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete and
correct.
Date: September 5, 2000
/s/ M. DENDY YOUNG
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M. Dendy Young
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