UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
MATEC Corporation
-----------------------
(Name of Issuer)
Common Stock, $.05 par value
-----------------------------
(Title of Class of Securities)
576667-10-9
--------------
(CUSIP Number)
Robert B. Gill
34 Woodland Drive
E. Windsor, New Jersey 08520 (609) 448-2921
- ----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 20, 1997
------------------------------------------------------
(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
13dd-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 purposes 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>
SCHEDULE 13D
CUSIP No. 896406-10-5
- -----------------------------------------------------------
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Robert Gill
###-##-####
- -----------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A (a) / /
MEMBER OF A GROUP* (b) / /
- -----------------------------------------------------------
(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)
Not applicable.
- -----------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- -----------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 57,000
REPORTING PERSON --------------------------------------
WITH (8) SHARED VOTING POWER
64,300
--------------------------------------
(9) SOLE DISPOSITIVE POWER
57,000
--------------------------------------
(10) SHARED DISPOSITIVE POWER
64,300
- -----------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
121,300 shares
- -----------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN / /
ROW (11) EXCLUDES CERTAIN SHARES*
- -----------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
- -----------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
Schedule 13D is hereby amended as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER is hereby
amended by adding to such Item the following:
"As of the close of business on October 20, 1997, Mr. Gill
is the beneficial owner of 121,300 shares of Common Stock
of MATEC, representing approximately 4.4% of the
outstanding Common Stock of MATEC (based on information
from MATEC's Quarterly Report on Form 10-Q for period ended
June 29, 1997 which indicates 2,733,691 shares of Common
Stock outstanding).
Mr. Gill has the sole power to vote or direct the vote and
the sole power to dispose or direct the disposition of
57,000 shares of Common Stock of MATEC, representing
approximately 2% of the Common Stock of MATEC.
Mr. Gill has the shared power with Valerie Gill to vote or
direct the vote and the shared power with Valerie Gill to
dispose or direct the disposition of 64,300 shares of
Common Stock of MATEC, representing approximately 2.4% of
the Common Stock of MATEC.
On October 20, 1997, MATEC paid Mr. Gill $60,000 for the
cancellation of options to purchase 120,000 shares of the
Common Stock of the Company. During the 60 days preceding
October 20, 1997, there were no transactions in shares of
Common Stock of MATEC.
The person reporting herein ceased to be the beneficial
owner of more than five percent of the Common Stock of the
Company on October 20, 1997."
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, the undersigned certify that the information
set forth in this statement is true, complete and correct.
Dated: June 24, 1998
/s/ Robert B. Gill
-----------------------------
Robert B. Gill
