UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
MATEC CORPORATION
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(Name of Issuer)
Common Stock, par value $.05
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(Title of Class of Securities)
576667-10-9
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(CUSIP Number)
Theodore S. Valpey, Jr.
P.O. Box 4100, Portsmouth, NH 03802 603-431-2163
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 26, 1997
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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 / /.
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 13d-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>
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SCHEDULE 13D
CUSIP No. 576667-10-9
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(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Theodore S. Valpey, Jr.
###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A (a) / /
MEMBER OF A GROUP* (b) /X/
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
PF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
Not applicable.
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 727,935
REPORTING PERSON --------------------------------------
WITH (8) SHARED VOTING POWER
---
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(9) SOLE DISPOSITIVE POWER
727,935
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(10) SHARED DISPOSITIVE POWER
---
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
727,935 shares
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN / /
ROW (11) EXCLUDES CERTAIN SHARES*
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.6%
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(14) TYPE OF REPORTING PERSON*
IN
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<PAGE>
AMENDED AND RESTATED SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Amended and Restated Schedule 13D relates to shares of
Common Stock, par value $.05 per share (the "Common Stock"), of
MATEC Corporation (the "Company"), whose principal executive
office is located at 75 South Street, Hopkinton, Massachusetts
01748.
ITEM 2. IDENTITY AND BACKGROUND
Theodore S. Valpey, Jr., whose address is P.O. Box 4100,
Portsmouth, NH 03802, is the President, Chief Executive Officer
and Chairman of the Board of the Company.
Mr. Valpey, has not, during the past five years, been (i)
convicted in a criminal proceeding (excluding traffic violation
or similar misdemeanors), or (ii) a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
as a result of which such individual or entity 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. Mr. Valpey is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of the 88,098 shares of Common
Stock of the Company purchased by Mr. Valpey is $297,726.74
exclusive of brokerage commissions. Mr. Valpey used his personal
funds to purchase such shares of Common Stock.
Mr. Valpey also holds 607,900 shares of Common Stock of the
Company received in exchange for shares of Valpey-Fisher
Corporation ("VFC") pursuant to an Agreement and Plan of
Reorganization dated as of October 23, 1981, as amended, between
the Company and VFC effective January 27, 1982.
Mr. Valpey also holds 31,937 shares of the Common Stock of the
Company received in December 1986 in connection with the merger
of Electro Fiberoptics Corp., a Massachusetts corporation of
which Mr. Valpey was the beneficial owner of 39.9% of the issued
and outstanding common stock, with and into a wholly-owned
subsidiary of the Company.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Valpey is the President, Chief Executive Officer, Chairman
of the Board and a director of the Company. The purchases of
the shares by Mr. Valpey reported in this Schedule 13D were made
for the purpose of maintaining and increasing his equity
position in the Company and for investment. Due to his
ownership of 26.6% of the issued and outstanding Common Stock,
Mr. Valpey may be deemed to control the Company. Mr. Valpey may
acquire additional shares by open market or private purchases.
Mr. Valpey has no present plans or proposals to effect one or
more of the transactions enumerated in paragraphs (b) to (j) of
ITEM 4 of Schedule 13D except reference is made to Note 2 to the
Notes to Consolidated Condensed Financial Statements included in
the Company's Quarterly Report on Form 10-Q for the period ended
September 28, 1997 which discloses the Company's plan to sell
its Bergen Cable Technologies, Inc. subsidiary.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on December 26, 1997, Mr. Valpey
beneficially owned 727,935 shares of the Company representing
approximately 26.6% of the outstanding Common Stock of the
Company (based on information from the Company's Quarterly
Report on Form 10-Q for period ended September 28, 1997).
(b) Mr. Valpey has the sole power to vote or to direct the vote
and sole power to dispose of or direct the disposition of the
shares of Common Stock of the Company owned by him.
(c) During the sixty days preceding and including December 26,
1997, Mr. Valpey made gifts aggregating 19,500 shares of Common
Stock of the Company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE SECURITIES
OF THE ISSUER
Mr. Valpey is not a party to any contract, arrangement,
understanding or relationship with respect to any Common Stock
of the Company, including but not limited to, any contract,
arrangement, understanding or relationship concerning the
transfer or the voting of any Common Stock, finders fees, joint
ventures, loan or option arrangements, puts or calls, guarantees
of profits, divisions of profits or losses, or the giving or
withholding of proxies.
Mr. Valpey has pledged 300,000 shares of Common Stock of the
Company as collateral to the Centerpoint Bank to secure certain
indebtedness of Mr. Valpey.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
<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: January 15, 1998
/s/ Theodore S. Valpey, Jr.
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Theodore S. Valpey, Jr.
