<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
ITEQ, INC.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
450430103
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
S. KENT ROCKWELL, 960 PENN AVENUE, SUITE 910
PITTSBURGH, PENNSYLVANIA 15222 (412) 392-2579
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
OCTOBER 28, 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 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).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 450430 103 PAGE OF PAGES
--------------------- -------- --------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S. KENT ROCKWELL
SOCIAL SECURITY NUMBER: ###-##-####
---------------------------------------------------------------------
(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
UNITED STATES
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 1,350,501
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 1,350,501
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,350,501
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.07%
---------------------------------------------------------------------
(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.
<PAGE> 3
SCHEDULE 13D
On October 28, 1997, Astrotech International Corporation ("Astrotech") merged
into and with ITEQ, Inc. ("ITEQ" or the "Issuer") pursuant to a Plan and
Agreement of Merger dated as of June 30, 1997, by and between Astrotech and the
Issuer, a copy of which is attached hereto as Exhibit A (the "Merger
Agreement"). Astrotech was formerly a public company traded on the American
Stock Exchange under the symbol "AIX". Pursuant to the Merger Agreement each
share of common stock of Astrotech was exchanged for 0.93 shares of the Issuer
upon completion of the merger. As a result 1,283,448 shares of the Issuer's
Common Stock, par value $.001 per share, the ("Common Stock") was issued to
Rockwell Holdings, Inc. ("Rockwell Holdings") and 67,053 shares of Common Stock
were issued to S. Kent Rockwell ("Rockwell").
Item 1. Security and Issuer.
This statement relates to the Common Stock of the Issuer. The Issuer's
principal executive offices are located at 2727 Allen Parkway, Suite 760,
Houston, Texas 77019.
Item 2. Identity and Background.
I. (a)` Name: S. Kent Rockwell
(b) Business Address: 960 Penn Avenue, Suite 910, Pittsburgh, Pennsylvania
15222
(c) Occupation: Is employed by the Issuer in a non-officer capacity
through December 31, 1997, and is expected to continue as a consultant
to the Issuer on as-needed basis through December 31, 1998. Mr.
Rockwell also serves as a Director of the Issuer. Mr. Rockwell
previously served a Director, Chairman, Chief Executive Officer and
Chief Financial Officer of Astrotech. Mr. Rockwell is also Chairman of
the Board of Rockwell Holdings, Inc. and is its sole shareholder.
(d) Convictions in the last 5 years: None
(e) Securities law violations in the last 5 years: None
(f) Citizenship: U.S. Citizen
II. (a) Name: Rockwell Holdings, Inc., a Delaware corporation whose principal
business is venture capital and the purchase an sale of securities
(b) Business Address: 960 Penn Avenue, Suite 910, Pittsburgh, Pennsylvania
15222
(c) Occupation: N/A
(d) Convictions in the last 5 years: None
(e) Securities law violations in the last 5 years: None
Item 3. Source and Amount of Funds or Other Consideration.
This statement relates to the acquisition of shares of Common Stock pursuant to
the Merger Agreement consummated on October 28, 1997. Under the Merger
Agreement, Astrotech was merged with and into ITEQ, the separate existence of
Astrotech ceased and ITEQ continued as the surviving corporation. Prior to the
effective date of the merger, Rockwell
<PAGE> 4
Holdings and Mr. Rockwell held 1,390,052 and 72,100 shares, respectively, of
Astrotech common stock. Under the terms of the Merger Agreement, each share of
Astrotech common stock, par value $.01 per share, was exchanged for 0.93 of a
share of ITEQ Common Stock. Rockwell Holdings and Mr. Rockwell have currently
pledged all of its Common Stock in a margin account with Rauscher Pierce
Refsnes, Inc., First City Tower, 1001 Fannin, Suite 700, Houston, Texas 77002.
Item 4. Purpose of Transaction.
The acquisition of the Common Stock pursuant to the Merger Agreement has been
made as an investment. Either Rockwell Holdings or Mr. Rockwell may purchase
additional shares of Common Stock from time to time and may dispose of any and
all shares which they or he holds.
Neither Rockwell Holdings nor Mr. Rockwell has any present plan or proposal
which relate to or would result in any of the matters described in paragraphs
(a) through (j), inclusive, of Item 4 of Schedule 13D. Each of Rockwell Holdings
and Mr. Rockwell reserve the right, however, to adopt such plan or proposal in
the future. The Merger Agreement further provides that promptly following the
effective date of the merger, ITEQ will file with the Securities and Exchange
Commission on Form S-3, a shelf registration statement covering the resale by
former stockholders of Astrotech, who as of the effective date of the merger
constitute "Affiliates" within the meaning of Rule 145 promulgated under the
Securities Act of 1933, as amended, of all ITEQ Common Stock issued to them in
the merger. Each of Rockwell Holdings and Mr. Rockwell constitute Affiliates
within the meaning of Rule of 145. Under the Merger Agreement, ITEQ is to
maintain the S-3 registration statement in effect for the maximum period allowed
under regulations promulgated by the Securities and Exchange Commission, but at
least through December 31, 2002. These registration rights granted under the
Merger Agreement are non-transferable except in limited circumstances.
Item 5. Interest in Securities of the Issuer.
(i) As of October 28, 1997, Mr. Rockwell by virtue of exchanging his
Astrotech common stock pursuant to the Merger Agreement, individually
owned 67,053 shares of common stock or less than 1% of the 26,618,144
shares of common stock outstanding (as reported on the Issuer's Form
S-4 filed with the Securities and Exchange Commission on September 16,
1997) as to which he holds both the power to vote and the power of
disposition.
(ii) As of October 28, 1997, Rockwell Holdings, by virtue of exchanging its
Astrotech common stock pursuant to Merger Agreement, owned
beneficially 1,283,448 shares of Common Stock, or approximately 4.8%
of the 26,618,144 shares of Common Stock outstanding (as reported on
the Issuer's Form S-4 filed with the Securities and Exchange
Commission on September 16, 1997). Rockwell Holdings holds the power
to vote and the power to direct the disposition of the shares of
Common Stock which it owns.
<PAGE> 5
By virtue of his position and as Chief Executive Officer, sole Director and
sole stockholder of Rockwell Holdings, as of October 28, 1997, Mr. Rockwell
indirectly owned beneficially the shares of Common Stock which are owned by
Rockwell Holdings, thus resulting in his having owned beneficially, as of such
date, 1,350,501 shares of Common Stock or approximately 5.07% of the 26,618,144
shares of Common Stock outstanding. Mr. Rockwell holds the power to direct the
disposition of the shares of Common Stock.
Except for the acquisition of the Common Stock pursuant to the Merger
Agreement, neither Rockwell Holdings nor Mr. Rockwell has effected any
transaction in the Common Stock during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Mr. Rockwell has entered into an arrangement with ITEQ to continue his
employment from the effective date of the merger (October 28, 1997) through
December 31, 1997, at his current base salary and benefits. Thereafter, Mr.
Rockwell will serve as a consultant for the one-year period on an "as-needed"
basis at the rate of $2,000 per day. Beginning on October 28, 1997, Mr. Rockwell
has agreed to serve as one of the nine directors of ITEQ. In addition, Mr.
Rockwell has entered into a two-year Non-competition Agreement, which will
commence on the date his employment is terminated, currently anticipated to be
January 1, 1998, and for which he will be paid a total of $450,000.
The Merger Agreement further provides that promptly following the effective
date of the merger, ITEQ will file with the Securities and Exchange Commission
on Form S-3, a shelf registration statement covering the resale by former
stockholders of Astrotech, who as of the effective date of the merger constitute
"Affiliates" within the meaning of Rule 145 promulgated under the Securities Act
of 1933, as amended, of all ITEQ Common Stock issued to them in the merger.
Each of Rockwell Holdings and Mr. Rockwell constitute Affiliates within the
meaning of Rule of 145. Under the Merger Agreement, ITEQ is to maintain the
S-3 registration statement in effect for the maximum period allowed under
regulations promulgated by the Securities and Exchange Commission, but at
least through December 31, 2002. These registration rights granted under the
Merger Agreement are non-transferable except in limited circumstances.
Mr. Rockwell has agreed that he will not sell, transfer or otherwise dispose of
any ITEQ Common Stock until after such time as ITEQ shall have publicly released
a report in the form of a quarterly earnings report, registration statement
filed with the Securities and Exchange Commission, a report filed with the
Securities and Exchange Commission on Form 10-K, 10-Q or 8-K or any other public
filing, statement or announcement which includes the combined financial results
(including combined sales and net income) of ITEQ and Astrotech for a period of
at least 30 days of combined operations of ITEQ and Astrotech following
consummation of the merger. Upon execution of the Merger Agreement Mr. Rockwell
indicated to ITEQ that he had no current plan or intention to sell, exchange or
otherwise dispose of more than 50% of the ITEQ Common Stock beneficially owned
by him as a result of the merger. The purpose of these restrictions is to
preserve the accounting treatment of the merger as a pooling-of-interests. See
the "Affiliate" letter attached to this report as Exhibit B.
Item 7. Material to be Filed as Exhibits.
Filed herewith as Exhibit A is the Plan and Agreement of Merger, dated as of
June 30, 1997, by and between ITEQ, Inc., a Delaware corporation and Astrotech
International Corporation, a Delaware corporation.
Filed herewith as Exhibit B is the Affiliate letter dated July 23, 1997 by and
between S. Kent Rockwell and ITEQ, Inc.
<PAGE> 6
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true and complete.
Dated: November 12, 1997 /s/ S. KENT ROCKWELL
--------------------------------------
S. Kent Rockwell
<PAGE> 7
EXHIBIT DESCRIPTION
- ------- -----------
A Plan and Agreement of Merger dated as June 30, 1997 by and
between ITEQ, Inc. and Astrotech International Corporation
(incorporated by reference to ITEQ, Inc.'s Registration
Statement on Form S-4, filed on September 18, 1997 and filed as
Exhibit 2.1 thereto).
B "Affiliate" letter by and between ITEQ, Inc. and S. Kent Rockwell
dated July 23, 1997.
<PAGE> 8
Exhibit B
July 23, 1997
ITEQ, Inc.
2727 Allen Parkway
Suite 760
Houston, Texas 77019
Gentlemen:
The undersigned acknowledges that the undersigned may be deemed to be
an "affiliate" of Astrotech International Corporation, a Delaware corporation
("AIX"), as the term "affiliate" is used in and for purposes of Accounting
Series Releases 130 and 135, as amended, and Staff Accounting Bulletins 65 and
76 of the Securities and Exchange Commission (the "Commission") and paragraphs
(c) and (d) of Rule 145 ("Rule 145") promulgated by the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). Pursuant to the terms
of the Plan and Agreement of Merger dated as of June 30, 1977 (the "Agreement"),
between AIX and ITEQ, Inc., a Delaware corporation ("ITEQ"), AIX will be merged
into ITEQ (the "Merger"), all of the outstanding shares of capital stock of
AIX will be converted into shares of Common Stock, par value $.001 per share,
of ITEQ ("ITEQ Common Shares"), and all unexpired and unexercised options to
purchase capital stock of AIX ("AIX Options") will become options to purchase
ITEQ Common Shares ("AIX Options"). In, or as a result of, the Merger, the
undersigned will (i) receive ITEQ Common Shares in exchange for all of the
shares of capital stock of AIX ("AIX Stock") owned by the undersigned
immediately prior to the time of the effectiveness of the Merger (the "Effective
Date"), and/or (ii) receive ITEQ Options.
The undersigned hereby acknowledges and agrees with ITEQ that, within
30 days prior to the Effective Date, the undersigned will not sell, transfer or
otherwise dispose of, or direct or cause the sale, transfer or other disposition
of, any shares of AIX Stock or ITEQ Common Shares or AIX Options beneficially
owned by the undersigned, whether owned on the date hereof or hereafter
acquired. The undersigned further acknowledges and agrees with ITEQ that the
undersigned will not sell, transfer or otherwise dispose of, or direct or cause
the sale, transfer or other disposition of, any ITEQ Common Shares or ITEQ
Options (or shares issuable upon exercise thereof) beneficially owned by the
undersigned as a result of the Merger or otherwise until after such time as ITEQ
shall have publicly released a report in the form of a quarterly earnings
report, registration statement filed with the Commission, a report filed with
the Commission on Form 10-K, 10-Q or 8-K or any other public filing, statement
or announcement which includes the combined financial results (including
combined sales and net income) of ITEQ and AIX for a period of at least 30 days
of combined operations of ITEQ and AIX following the Effective Date. For
purposes of this paragraph, the exercise of any AIX Option or ITEQ Option shall
not be deemed a disposition thereof.
The undersigned acknowledges that if the undersigned is an affiliate
under the Securities Act, the undersigned's ability to sell, assign or transfer
ITEQ Common Shares and ITEQ Options beneficially owned by the undersigned as a
result of the Merger may be restricted unless such transaction is registered
under the Securities Act or an exemption from such registration is available.
The undersigned understands that such exemptions are limited and the undersigned
has obtained advice of counsel as to the nature and condition of such
exemptions, including information with
<PAGE> 9
ITEQ, Inc.
July 23, 1997
Page 2
respect to the applicability to the sale, assignment or transfer of such
securities of Rule 144 and 145(d) promulgated under the Securities Act.
The undersigned further acknowledges and agrees with ITEQ that the
undersigned will not offer to sell, sell, transfer or otherwise dispose of any
of the ITEQ Common Shares or ITEQ Options (or shares issuable upon exercise
thereof) beneficially owned by the undersigned as a result of the Merger except
(a) in compliance with the applicable provisions of Rule 145 or (b) pursuant to
a registration statement under the Securities Act or (c) in a transaction
which, in the opinion of independent counsel reasonably satisfactory to ITEQ or
as described in a "no-action" or interpretive letter from the Staff of the
Commission, is not required to be registered under the Securities Act; provided,
however, that, for so long as the undersigned holds any ITEQ Common Shares as
to which the undersigned is subject to the limitations of Rule 145, ITEQ will
use its reasonable commercial efforts to file all reports required to be filed
by it pursuant to the Securities Exchange Act of 1934, as amended, and the
Rules and Regulations thereunder, as the same shall be in effect at the time,
so as to satisfy the requirements of paragraph (c) of the Rule 144 under the
Securities Act that there be available current public information with respect
to ITEQ, and to that extent to make available to the undersigned the exemption
afforded by Rule 145 with respect to the sale, transfer or other disposition of
the ITEQ Common Shares.
The undersigned also represents and warrants that he has no current plan
or intention to sell, exchange or otherwise dispose of more than 50% of the
ITEQ Common Shares beneficially owned by the undersigned as a result of the
Merger.
In the event of a sale or other disposition by the undersigned of ITEQ
Common Shares or ITEQ Options pursuant to Rule 145, the undersigned will supply
ITEQ with evidence of compliance with such Rule. The undersigned understands
that ITEQ may instruct its transfer agent to withhold the transfer of any ITEQ
Common Shares of ITEQ Options disposed of by the undersigned, but that upon
receipt of such evidence of compliance the transfer agent shall effectuate the
transfer of ITEQ Common Shares or ITEQ Options sold as indicated in the letter.
The undersigned acknowledges and agrees that appropriate legends will be
placed on certificates representing ITEQ Common Shares received by the
undersigned in the Merger or held by a transferee thereof or upon exercise of
an ITEQ Option, which legends will be removed by delivery of substitute
certificates upon receipt of an opinion in form and substance reasonably
satisfactory to ITEQ from independent counsel reasonably satisfactory to ITEQ
to the effect that such legends are no longer required for purposes of the
Securities Act. Notwithstanding the foregoing, any such legends will be
removed by delivery of substitute certificates upon written request of the
undersigned if at the time of making such request the undersigned would
otherwise be permitted to dispose of the ITEQ Common Shares represented by such
certificates pursuant to Rule 145(d)(2).
The undersigned acknowledges that (i) the undersigned has carefully read
this letter and understands the requirements hereof and the limitations imposed
upon the distribution, sale, transfer
<PAGE> 10
ITEQ, INC.
July 23, 1997
Page 3
or other disposition of ITEQ Common Shares, AIX Stock, AIX Options and ITEQ
Options and (ii) the receipt by ITEQ of this letter agreement is an inducement
and a condition of ITEQ's obligations to consummate the Merger. This letter
agreement shall expire and be of no force or effect upon termination of the
Agreement prior to the Effective Date.
Very truly yours,
/s/S. KENT ROCKWELL
-------------------
S. Kent Rockwell
Accepted and agreed this
23 day of July, 1997
ITEQ, INC.
By: /s/LAWRANCE W. McAFEE
---------------------
Lawrance W. McAfee,
Executive Vice President
and Chief Financial Officer
