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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
TECHDYNE, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
878329-10-1
(CUSIP Number)
Lawrence E. Jaffe, Counsel
777 Terrace Avenue, Hasbrouck Heights, New Jersey
(201) 288-8282
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 25, 1996
(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: (i) 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 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. 878329-10-1 Page 2 of 11 pages
1. Name of reporting person, S.S. or I.R.S. identification no. of above
person:
MEDICORE, INC.
2. Check the appropriate box if a member of a group: (a) / /
(b) / /
3. SEC use only
4. Source of funds:
00
5. Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e) / /
6. Citizenship or place of organization
FLORIDA
7. Sole Voting Power:
Number of Shares
8. Shared Voting Power:
Beneficially
4,386,171
Owned by Each
9. Sole Dispositive Power:
Reporting Person
With
10. Shared Dispositive Power
4,386,171
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,386,171
12. Check box if the aggregate amount in row (11) excludes
certain shares / /
13. Percent of class represented by amount in row (11):
74.3%
14. Type of reporting person:
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 878329-10-1 Page 2 of 11 pages
1. Name of reporting person, S.S. or I.R.S. identification no. of above
person:
THOMAS K. LANGBEIN
2. Check the appropriate box if a member of a group: (a) / /
(b) / /
3. SEC use only
4. Source of funds:
00
5. Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e) / /
6. Citizenship or place of organization
USA
7. Sole Voting Power:
80,000
Number of Shares
8. Shared Voting Power:
Beneficially
4,386,171
Owned by Each
9. Sole Dispositive Power:
Reporting Person
80,000
With
10. Shared Dispositive Power
4,386,171
11. Aggregate amount beneficially owned by each reporting person:
4,466,171
12. Check box if the aggregate amount in row (11) excludes
certain shares / /
13. Percent of class represented by amount in row (11):
74.7%
14. Type of reporting person:
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer
Class of securities to which this statement relates - Common Stock,
$.01 par value ("Common Stock")
Principal executive offices of issuer - Techdyne, Inc., 2230 West 77th
Street, Hialeah, Florida 33016.
Item 2. Identity and Background
Filer: Medicore, Inc., a Florida corporation ("Medicore"),
manufacturers and distributes medical products, sells and leases home healthcare
durables, operates three kidney dialysis treatment centers through its 63% owned
public subsidiary Dialysis Corporation of America ("DCA"), and through its 64%
owned public subsidiary, Techdyne, Inc. (the "Issuer") as per this Schedule 13D
(Amendment No. 4) is an international contract manufacturer of electronic,
electro-mechanical and plastic insert and injection molded products primarily
for the data processing, telecommunications and instrumentation industries.
Addresses: Executive Offices
2337 West 76th Street
Hialeah, Florida 33016
777 Terrace Avenue
Hasbrouck Heights, NJ 07604
Business Addresses:
Dialysis Facilities 27 Miller Avenue
Lemoyne, PA
Paradise Village Professional Park
Fort Walton Beach, Florida
14 Tioga Street
Wellsboro, PA
Electronics: 2230 and 2235 West 77th Street
Hialeah, Florida
9742 and 9754
Withorn Drive
Houston, TX
800 Paloma Drive
Round Rock, Texas
Techdyne (Scotland) Limited
Houston Industrial Estate
Livingston, West Lothian
Scotland
Medical Supply: 2647 West 81st St.
Hialeah, Florida
225 60th St.
Brooklyn, NY
page 3 of 11 pages
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The name, business address and principal occupation of each executive
officer, director and controlling person of Medicore are set forth in Schedule 1
attached.
Neither Medicore, nor to its knowledge, any executive officer or
director or controlling person of Medicore, has during the past five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
Neither Medicore, nor to its knowledge, any executive officer or
director or controlling person of Medicore, has during the past five years, been
a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining further violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Co-Filer: Thomas K. Langbein ("Langbein")
Address: c/o Medicore, Inc.
777 Terrace Avenue
Hasbrouck Heights, NJ 07604
Principal Occupation: See Schedule 1
No criminal or civil proceedings during the last five years - see
above re: Medicore and its executive officers and directors.
Citizenship: U.S.A.
Item 3. Source and Amount of Funds or Other Consideration
Medicore has been financing the Issuer since Medicore acquired the
Issuer in 1982. The Issuer repaid Medicore $900,000 from the proceeds of the
Issuer's 1985 public offering. In April, 1995 the Issuer gave Medicore a
convertible demand promissory note (the "Note") in the amount of $4,503,166 for
outstanding indebtedness at that time with interest at 5.7% annually. The Note
is convertible at Medicore's option in increments of $10,000 or multiples
thereof for principal amounts and accrued interest then outstanding at the
conversion price of $1.75 per share of Common Stock of the Issuer. $1,500,000
was repaid by the Issuer from its 1995 public offering, and there remained a
balance on the Note at June 25, 1996 of approximately $2,902,000. On June 25,
1996, Medicore converted $350,000 of principal of the Note for 200,000 shares of
the Issuer's Common Stock.
A copy of the Note was filed as an exhibit to the Issuer's
Registration Statement on Form SB-2, File No. 33-94998-A, Item 27,
Exhibits, Exhibit No. 10(a)(a).
Other than his option for 80,000 shares of Common Stock (see Schedule
2), Langbein's only interest is indirect beneficial interest in the Issuer's
Common Stock by virtue of his position of Chairman of the Board of Directors,
Chief Executive Officer and President of Medicore and Chairman of the Board and
Chief Executive Officer of the Issuer. Langbein disclaims any beneficial
ownership of the Issuer through Medicore except through his proportional
ownership interest in Medicore. See Item 5 below.
page 4 of 11 pages
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Item 4. Purpose of Transaction
Medicore beneficially owns approximately 74% o the Issuer which
represents a significant controlling ownership interest in the Issuer, which
ability to control the Issuer Medicore held since it acquired the Issuer in
1982. Other than non-extraordinary business transactions and other matters that
may be brought before and dealt with by the Issuer's Board of Directors, three
of the four directors being common directors with Medicore's board of directors,
there presently are no plans or proposals by Medicore or Langbein for any
extraordinary corporate transactions relative to the Issuer as a result of the
partial conversion of the Note by Medicore for the additional 200,000 shares of
Common Stock.
Item 5. Interest in Securities of the Issuer
(a) Medicore is the beneficial owner of 4,386,171 (74.3%) shares of the
Issuer's Common Stock, of which 2,727,797 (64.3%) are owned directly, the
balance (1,658,374 shares) obtainable upon conversion of the Note. See Item 3
above.
(b) Medicore may be deemed to have shared voting and investment power
with Langbein, except for Langbein's 80,000 shares of Common Stock obtainable
upon exercise of the Issuer's options, by virtue of his positions with
Medicore and the Issuer. See Item 3 above and Schedule 2 attached.
(c) No transaction in the Common Stock of the Issuer was effected
during the past 60 days by Medicore, Langbein, or any of Medicore's executive
officers, directors or controlling persons.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
2,727,797 shares of Common Stock of the Issuer owned by Medicore. Certain
officers and directors of Medicore by virtue of their position with and share
ownership of Medicore, including Langbein, may be deemed indirect beneficial
owners of the Issuer's shares owned by Medicore. Such officers and directors
disclaim any such indirect beneficial ownership and the receipt or power to
direct the receipt of dividends on or proceeds from the power to direct the
receipt of dividends on or proceeds from the sale of the Issuer's Common Stock
owned by Medicore. See Schedule 2.
(e) Not applicable.
The amount and percentage of Common Stock of the Issuer beneficially
owed by the Executive Officers, directors and controlling persons of Medicore is
set forth in Schedule 2.
Item 6. Contracts, Arrangements, Undertakings or Relationships with
Respect to Securities of the Issuer
Neither Medicore, Langbein, nor to the best of its knowledge, any of
the parties listed on Schedule 1, has any contract, arrangement, understanding
or relationship with respect to the securities of the Issuer, including but not
limited to any contract, arrangement. understanding or relationship covering the
transfer or the voting of the Issuer's Common Stock, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of loans or the
giving or withholding of proxies, except as to options to purchase Common Stock
of the Issuer as set forth on Schedule 2.
page 5 of 11 pages
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Item 7. Material to be Filed as Exhibits
(a) Form of Stock Option Certificate under the Issuer's 1994 Stock
Option Plan (incorporated by reference to Medicore, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1994 ("Medicore's 1994 Form 10-K"), Part
IV, Item 14(a) 3(10) (lxvi))*
(b) Form of 1995 Non-Qualified Stock Option (incorporated by reference
to Medicore's 1994 Form 10-K, Part IV, Item 14(a) 3(10) (lxvii))*
(c) Joint filing statement dated July 8, 1996
- ---------------
* Documents incorporated by reference not included as Exhibits.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
MEDICORE, INC.
By: /s/ Thomas K. Langbein
---------------------------------
THOMAS K. LANGBEIN,
Chairman of the Board, Chief
Executive Officer and President
THOMAS K. LANGBEIN
By: /s/ Thomas K. Langbein
----------------------------------
THOMAS K. LANGBEIN, Individually
Dated: July 8, 1996
page 6 of 11 pages
<PAGE>
Exhibit (c)
JOINT FILING STATEMENT
MEDICORE, INC. and its Chairman of the Board of Directors, Chief Executive
Officer and President, THOMAS K. LANGBEIN, agree that Amendment No. 4 to
Schedule 13D with respect to securities ownership interest in TECHDYNE,
INC. is filed on behalf of each of them, and the completeness and accuracy
of the information provided in Amendment No. 4 to the Schedule 13D relates
to each such person, and neither MEDICORE, INC. nor THOMAS K. LANGBEIN is
responsible for the completeness or accuracy of any information contained in
Amendment No. 4 to the Schedule 13D relating to the other person making the
filing, except to the extent such person knows or has reason to believe that
such information is inaccurate.
MEDICORE, INC.
By: /s/ Thomas K. Langbein
------------------------------------
THOMAS K. LANGBEIN,
Chairman of the Board, Chief
Executive Officer and President
THOMAS K. LANGBEIN
By: /s/ Thomas K. Langbein
------------------------------------
THOMAS K. LANGBEIN, Individually
page 7 of 11 pages
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SCHEDULE 1
INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS,
DIRECTORS AND CONTROLLING PERSONS OF MEDICORE, INC.
The following sets forth the name, business address and principal
occupation for the past five years of each executive officer, director and
controlling person of Medicore, Inc. Each is a United States citizen.
Position
Name and Current Position and Held
Business Address Age Areas of Responsibility Since
- ---------------- --- ----------------------- -----
Thomas K. Langbein(1) 50 Chairman of the Board 1980
of Directors, Chief
Executive Officer and
President
Dennis W. Healey(2) 47 Senior Vice-President 1978
Treasurer 1980
Seymour Friend(2) 75 Vice-President 1961
Director 1975
Daniel R. Ouzts(2) 49 Vice-President (Finance) 1986
Controller 1983
Peter D. Fischbein(1) 56 Director 1984
Anthony C. D'Amore(1) 65 Director 1979
Thomas K. Langbein was appointed as Chairman of the Board of Directors,
Chief Executive Officer and President in 1980, which latter position was
relinquished in January, 1983 and reassumed in April, 1985 upon completion of
the Issuer's first public offering. Mr. Langbein is an officer and director of
most of Medicore's subsidiaries and was appointed President and Chief Executive
Officer of the Issuer in April, 1990. Barry Pardon succeeded to the Presidency
of the Issuer in November, 1991 at which time Mr. Langbein reassumed the
position of Chairman of the Board. He has been a director of the Issuer since it
was acquired by Medicore in 1982. He is also a director of the Issuer's foreign
subsidiary, Techdyne (Scotland) Limited. Mr. Langbein was Chairman of the Board
and Chief Executive Officer of Viragen, Inc. ("Viragen"), a public company and
former subsidiary of Medicore until his resignation in April, 1993. Mr. Langbein
is President, sole shareholder and director of Todd & Company, Inc. ("Todd") a
broker-dealer registered with the Securities and Exchange Commission and a
member of the National Association of Securities Dealers, Inc. Mr. Langbein
devotes most of his time to the affairs of Medicore and the Issuer.
Dennis W. Healey, a certified public accountant, was employed by
Medicore as controller in 1976. He is Vice President and Treasurer of DCA,
Secretary-Treasurer of certain of the dialysis subsidiaries, and serves
as Treasurer of most of Medicore's subsidiaries. Mr. Healey is Executive Vice
President, Chief Financial Officer, Secretary - Treasurer and director of
Viragen. Mr. Healey devotes all of his time to the affairs of Medicore, Viragen
and the Issuer.
page 8 of 11 pages
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Seymour Friend is a director of DCA. He resigned as a director of
Viragen in May, 1993. He is a real estate investor and devotes a portion of his
time to the affairs of Medicore.
Daniel R. Ouzts, a certified public accountant, joined Medicore in 1980
as Controller of its plasma division. In 1983 he became Controller of Medicore
and in 1986 became Vice-President of Finance. Mr. Ouzts also serves as Vice
President of Finance and Controller for the Issuer.
Peter D. Fischbein is an attorney who has from time to time
represented Medicore, the Issuer, Viragen and Todd. Mr. Fischbein is a
director of Viragen (since 1981) and the Issuer (since 1985). He was
Chairman of the Board of the Issuer from April, 1990 to November, 1991. Mr.
Fischbein is a general partner of several limited partnerships engaged in real
estate development.
Anthony C. D'Amore is a director of the Issuer and is registered as a
part-time account executive with Todd, but has not been active in the brokerage
business for many years. Mr. D'Amore was the owner of an insurance agency, the
A.C. D'Amore Agency, Inc., which he sold in 1992, and from whom Medicore and the
Issuer and their subsidiaries purchase much of their insurance at rates
competitive with unaffiliated parties. Mr. D'Amore continues to receive
commissions with respect to insurance placed with Medicore and the Issuer.
There is no family relationship between any officer or director of
Medicore.
- ---------------
(1) c/o Medicore, Inc.
777 Terrace Avenue
Hasbrouck Heights, NJ 07604
(2) c/o Medicore, Inc.
2337 West 76th Street
Hialeah, Florida 33016
page 9 of 11 pages
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SCHEDULE 2
INTEREST IN THE COMMON STOCK OF THE ISSUER BY
EXECUTIVE OFFICERS, DIRECTORS AND CONTROLLING
SHAREHOLDERS OF MEDICORE, INC.
The following table sets forth as of June 25, 1996, the names and
beneficial ownership of the common stock, $.01 par value of Medicore, Inc. and
of the Issuer by the executive officers, directors and controlling shareholders
of Medicore, Inc.
Amount and Nature of Beneficial Ownership(1)
Techdyne Medicore
Common Common
Name Stock %(2)(3) Stock %(2)(4)
- ---- ----- ------- ----- -------
Medicore, Inc............... 4,386,171 74.3%(5) --- ---
Thomas K. Langbein.......... 4,466,171(6) 74.7% 949,814(7) 17.0%
Peter D. Fischbein.......... 40,000(8) * 335,111(9) 5.7%
Anthony C. D'Amore.......... 29,000(10) * 236,390 4.3%
Dennis W. Healey............ 20,000(11) * 87,500 1.6%
All directors and
executive officers
as a group (6 persons)...... 4,593,504 75.5% 2,060,075 35.6%
- ---------------
* less than 1 %
(1) Based upon information furnished to the Issuer by either the directors
and officers or obtained from the stock transfer books of the Issuer.
The Issuer is informed that these persons hold sole voting and
dispositive power with respect to the shares of Common Stock except as
noted herein.
(2) For purposes of computing the percentage of outstanding shares held by
each person or group of persons named in this table, any security which
such person or group of persons has the right to acquire within 60 days
of June 25, 1996 is deemed to be outstanding for purposes of computing
the percentage ownership of such person or persons, but is not deemed
to be outstanding for the purpose of computing the percentage ownership
of any other person.
page 10 of 11 pages
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(3) Based on 4,243,319 shares of Common Stock outstanding. Does not include
(i) 1,658,374 shares obtainable under Medicore's Note, except as to
Thomas K. Langbein (see Note (5)) or (ii) options for 379,600 shares of
the Issuer's Common Stock. See Note (2).
(4) Based on 5,454,940 shares outstanding. Includes 403,500 shares of
Medicore's common stock of 807,000 shares of common stock underlying
options granted in April, 1995 under Medicore's 1989 Stock Option Plan,
which options are non-transferrable and are exercisable for 50% of the
options on or after April 18,1996 and the balance one year thereafter.
(5) Medicore owns 4,380,171 shares (74.3%) of the Common Stock of the
Issuer, which includes 1,658,374 shares which Medicore may acquire upon
conversion of its Note in the amount of approximately $2,902,000 at
June 25, 1996 convertible at $1.75 per share. Officers and directors of
Medicore, including those directors of the Issuer and Medicore who may
be shareholders of each company, except Thomas K. Langbein (see Note
(6)), disclaim any indirect beneficial ownership of the Company's
Common Stock through Medicore's 74.3% ownership of the Issuer. See
Notes (6), (8), (10) and (11).
(6) Includes (i) Medicore's 4,386,171 share beneficial ownership, including
1,658,374 shares which Medicore may obtain upon conversion of its Note
(see Note (5) above), by virtue of his position with the Issuer and
Medicore and his stock ownership of Medicore, which may deem Mr.
Langbein to have beneficial ownership of such shares through shared
voting and investment power with respect to Medicore's ownership of the
Issuer; Mr. Langbein disclaims such entire beneficial ownership, but
for his proportionate interest, approximately 747,000 shares of the
Issuer (12.7%); and (ii) the Issuer's options for 80,000 shares. See
Note (2).
(7) Includes (i) 5,200 shares each held in the names of Mr. Langbein's two
children; and (ii) 125,000 shares of Medicore common stock underlying
options to purchase 250,000 shares of Medicore common stock. See Note
(4). Does not include an option to acquire up to 400,000 shares of
common stock under his employment agreement with Medicore in lieu of a
lump sum payment, which option is not presently exercisable except in
the event of a change in control of Medicore.
(8) Includes options for 40,000 shares of the Issuer's Common Stock. See
Note (2). Excludes approximately 250,000 (4.2%) shares that may be
deemed indirectly beneficially owned through Medicore's ownership
of the Issuer, which indirect beneficial ownership is disclaimed.
See Note (5).
(9) Includes (i) 100,000 shares held by his wife as trustee in trust for
his infant son; (ii) 196,382 shares held by his wife; to all of such
shares Mr. Fischbein disclaims any beneficial ownership; and (iii)
37,500 shares of Medicore common stock underlying options to purchase
75,000 shares of Medicore common stock. See Note (4).
(10) Includes (i) options for 20,000 shares of the Issuer's Common Stock
(see Note (2)); (ii) Issuer warrants for 4,000 shares of Common Stock
exercisable at $5.00 per share through September 12, 1998 held in his
retirement plan; and (iii) 5,000 shares of the Issuer's Common Stock
held in his retirement plan. Excludes approximately 189,000 (3.2%)
shares that may be deemed indirectly beneficially owned through
Medicore's ownership of the Issuer, which indirect beneficial ownership
is disclaimed. See Note (5).
(11) Includes options for 20,000 shares of the Issuer's Common Stock. See
Note (2). Excludes approximately 70,000 (1.2%) shares that may be
deemed indirectly beneficially owned through Medicore's ownership
of the Issuer, which indirect beneficial ownership is disclaimed.
See Note (5).
page 11 of 11 pages
