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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
CustomTracks Corporation (f/k/a Amtech Corporation)
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
232046102
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(CUSIP Number)
Marc H. Folladori, Haynes and Boone, L.L.P.
1000 Louisiana Street, Suite 4300, Houston, Texas 77002
(713) 547-2000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 5, 1999
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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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7(b) 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. 232046102
---------
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Antonio R. Sanchez, Jr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5 CHECK 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
United States
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 1,492,961
BY EACH REPORTING --------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
9,375
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9 SOLE DISPOSITIVE POWER
1,492,961
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10 SHARED DISPOSITIVE POWER
9,375
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,541,712
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.35%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Page 2 of 6 Pages
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AMENDMENT NO. 1 TO SCHEDULE 13D
The Schedule 13D dated May 21, 1998 (the "Schedule 13D") of Antonio R.
Sanchez, Jr., relating to the common stock, par value $0.01 per share (the
"Common Stock"), of CustomTracks Corporation, formerly known as Amtech
Corporation, a Texas corporation (the "Company"), is hereby amended as set forth
below in order to report an increase in the number of shares of Common Stock
beneficially owned by Mr. Sanchez. Capitalized terms used but not defined in
this Amendment No. 1 shall have the same meaning as set forth in the Schedule
13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended by deleting the first paragraph thereof and
substituting in lieu thereof the following:
"Of the 1,541,712 shares deemed to be beneficially owned by Mr. Sanchez as
set forth in Section 5(a) below, 264,500 shares were purchased by Mr. Sanchez
between September 3, 1998 and February 8, 1999, using funds borrowed from a
margin brokerage account maintained by Mr. Sanchez for an aggregate purchase
price of $2,411,245."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety by the following
paragraphs:
"(a) Mr. Sanchez may be deemed to be the beneficial owner of 1,541,712
shares of the Company's Common Stock, which represents 10.35% of the outstanding
shares of Common Stock of the Company (based on 14,902,609 shares of Common
Stock outstanding as of October 31, 1998, as reported in the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 1998).
Of the 1,541,712 shares reported in this Item 5(a), 131,251 shares are
owned by family members of Mr. Sanchez or by trusts for which Mr. Sanchez serves
as trustee or is a beneficiary. Of such 131,251 shares, (i) 9,375 shares are
held by family members of Mr. Sanchez, (ii) 82,500 shares, over which Mr.
Sanchez exercises voting, investment and disposition power, are held in trusts
for which Mr. Sanchez acts as trustee for the benefit of other persons, (iii)
39,376 shares, over which Mr. Sanchez does not have voting, investment or
disposition powers, are held in a trust for the benefit of Mr. Sanchez and
certain of his family members. The number of shares reported in this Item 5(a)
also includes 35,000 shares that Mr. Sanchez has the right to acquire under
outstanding stock options that are currently exercisable or that become
exercisable within 60 days of February 5, 1999.
Mr. Sanchez has been since 1993 a director of the Company and is currently
a member of the Executive and Nominating Committees of the Board of Directors of
the Company.
(b) Mr. Sanchez has (i) the sole power to vote or direct the vote of
1,492,961 shares of Common Stock, (ii) shared power to vote or direct the vote
of 9,375 shares of Common Stock, (iii) the sole power to dispose or direct the
disposition of 1,492,961 shares of Common Stock, and (iv) shared power to
dispose or direct the disposition of 9,375 shares of Common Stock.
Page 3 of 6 Pages
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With respect to the 9,375 shares of Common Stock cited in clauses (ii) and
(iv) of the preceding paragraph, voting and disposition power is shared by Mr.
Sanchez with his wife, Maria J. Sanchez. The information concerning Mr. Sanchez
set forth in Items 2(b), (d), (e) and (f) above is applicable to the same effect
to Mrs. Sanchez.
(c) The following purchases were effected in open market transactions
during the past sixty days by Mr. Sanchez with respect to the Common Stock:
<TABLE>
<CAPTION>
Date Number of Shares Purchased Price Per Share
---- -------------------------- ---------------
<S> <C> <C>
February 4, 1999 10,000 $9.875
February 4, 1999 5,000 $10.00
February 5, 1999 20,000 $11.00
February 5, 1999 10,000 $10.687
February 5, 1999 5,000 $10.75
February 5, 1999 15,000 $10.937
February 5, 1999 12,500 $10.875
February 5, 1999 7,500 $10.812
February 8, 1999 15,000 $11.125
February 8, 1999 27,500 $11.0625
February 8, 1999 17,500 $11.00
February 8, 1999 25,000 $10.75
February 8, 1999 15,000 $10.687
February 8, 1999 2,000 $9.00
</TABLE>
(d) Persons other than the reporting person have the right to receive
dividends from, and the proceeds from the sale of, 131,251 of the 1,541,712
shares, as reported in Item 5(a).
(e) Not applicable."
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and restated in its entirety by the following
paragraph:
"On January 28, 1999, the Board of Directors of the Company approved and
adopted the 1999 Directors' Stock Option Plan (the "Plan") and granted options
to purchase 50,308 shares of Common Stock of the Company to each of the
Company's outside directors who have served on the Board of Directors for at
least one year, including Mr. Sanchez. The Plan and the options granted to Mr.
Sanchez
Page 4 of 6 Pages
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pursuant thereto are subject to the approval of the shareholders of the
Company at the Company's annual meeting of shareholders currently scheduled
to be held in June 1999. The terms of the option granted to Mr. Sanchez
provide that the option shall vest and become exercisable in full on the
third anniversary of the date of grant and shall be exercisable at $10.65 per
share. On January 28, 1999, the closing price per share of the Common Stock
on the NASDAQ National Market System was $8.875."
Page 5 of 6 Pages
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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 No. 1 to Schedule 13D
is true, complete and correct.
Date: February 9, 1999 /s/ ANTONIO R. SANCHEZ, JR.
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ANTONIO R. SANCHEZ, JR.
Page 6 of 6 Pages
