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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. 5)*
NUMEREX CORP.
(Name of Issuer)
CLASS A COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
67053A102
(CUSIP Number)
Mr. James Short, Gwynedd Resources Ltd.
Suite 7, 501 Silverside Road, Wilmington, DE, 19809
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 5, 1998
(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:
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).
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
SEC 1746(10-97)
<PAGE>
CUSIP No. 67053A102
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Elizabeth Baxavanis
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a.)
(b.) X
3. SEC Use Only
4. Source of Funds (See Instructions) Not Applicable
5. Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
Not Applicable
6. Citizenship or Place of Organization: United States
Number of Shares 7. Sole Voting Power 0 See - Item 5, Note 1
Beneficially by 8. Shared Voting Power 3,207,280 - See Item 5, Note 1
Owned by Each 9. Sole Dispositive Power 0 See - Item 5, Note 1
Reporting Person 10. Shared Dispositive Power 3,207,280 - See Item 5, Note 1
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 See
- Item 5, Note 1
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
X See Item 5, Note 3
13. Percent of Class Represented by Amount in Row (11) 29.38%
14. Type of Reporting Person (See Instructions) IN
2
CUSIP No. 67053A102
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Gwynedd Resources, Ltd. (formerly known as Dominion Group Limited)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a).
(b). X
3.. SEC Use Only
4. Source of Funds (See Instructions) Not Applicable
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)- Not Applicable
6. Citizenship or Place of Organization: Pennsylvania
Number of Shares 7. Sole Voting Power 3,207,280 See Item 5, Note 2
Beneficially by 8. Shared Voting Power 0 See Item 5, Note 2
Owned by Each 9. Sole Dispositive Power 3,207,280 See Item 5, Note 2
Reporting Person 10. Shared Dispositive Power 0 See Item 5, Note 2
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,207,280 See Item 5, Note 2
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
Not Applicable
13. Percent of Class Represented by Amount in Row (11) 29.38%
14. Type of Reporting Person (See Instructions) CO.
3
CUSIP No. 67053A102
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Dominion Holding No. 5, Revocable Trust for the Benefit
of Maria E. Nicolaides
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Source of Funds (See Instructions) Not Applicable
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
Not Applicable
6. Citizenship or Place of Organization: Trust is organized
under the laws of the State of Florida
Number of Shares 7. Sole Voting Power 0 See Item 5, Note 3
Beneficially by 8. Shared Voting Power 3,207,280 - See Item 5, Note 3
Owned by Each 9. Sole Dispositive Power 0 See Item 5, Note 3
Reporting Person 10. Shared Dispositive Power 3,207,280 - See Item 5, Note 3
With
11. Aggregate Amount Beneficially Owned by Each Reporting
Person 3,207,280 See Item 5, Note 3
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
See Item 5, Note 3
13. Percent of Class Represented by Amount in Row (11) 29.38%
See Item 5, Note 3
14. Type of Reporting Person (See Instructions) 00 - TRUST
4
CUSIP No. 67053A102
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Douglas S. Holsclaw, Jr., M.D.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Source of Funds (See Instructions) Not Applicable
5. Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
Not Applicable
6. Citizenship or Place of Organization: United States
Number of Shares 7. Sole Voting Power 752,382 - See Item 5, Note 4
Beneficially by 8. Shared Voting Power 0 See Item 5, Note 4
Owned by Each 9. Sole Dispositive Power 752,382 - See Item 5, Note 4
Reporting Person 10. Shared Dispositive Power 0 See Item 5, Note 4
With
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 752,382 - See Item 5, Note 4
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
See Item 5, Note 4
13. Percent of Class Represented by Amount in Row (11) 6.9%
14. Type of Reporting Person (See Instructions) IN
5
CUSIP No. 67053A102
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Maria E. Nicolaides
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a.)
(b.) X
3. SEC Use Only
4. Source of Funds (See Instructions) Not Applicable
5. Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
Not Applicable
6. Citizenship or Place of Organization: United States
Number of Shares 7. Sole Voting Power 0 See - Item 5, Note 3
Beneficially by 8. Shared Voting Power 3,207,280 - See Item 5, Note 3
Owned by Each 9. Sole Dispositive Power 0 See - Item 5, Note 3
Reporting Person 10. Shared Dispositive Power 3,207,280 - See Item 5, Note 3
With
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 3,207,280 - See Item 5, Note 3
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
See Item 5, Note 3
13. Percent of Class Represented by Amount in Row (11) 29.38%
14. Type of Reporting Person (See Instructions) IN
6
AMENDMENT NO.5 TO SCHEDULE 13D OF ELIZABETH BAXAVANIS,
GWYNEDD RESOURCES, LTD. (FORMERLY KNOWN AS DOMINION
GROUP LIMITED), DOMINION HOLDINGS #5 REVOCABLE TRUST
FOR THE BENEFIT OF MARIA E. NICOLAIDES, DOUGLAS S.
HOLSCLAW, JR., M.D., AND MARIA E. NICOLAIDES.
PRELIMINARY NOTE: The purpose of filing this Amendment
No. 5 to Schedule 13D of Gwynedd Resources, Ltd., et al.
("Gwynedd"), is to reflect the sale by Gwynedd pursuant to Rule
144 of a total of 115,200 shares of the Class A common stock no
par value (the "Common Stock") of NumereX Corp. (the "Company")
between December 19, 1997 and July 5, 1998 constituting an amount
equal to 1.055% percent of the Company's Common Stock
necessitating an amendment pursuant to Rule 13d-2(a) and other
ministerial amendments as indicated herein.
Item 1. SECURITY AND ISSUER.
Item 1(b) is hereby amended in the entirety to read as
follows:
b) The Company's principal executive offices are
located at: 501 Silverside Road, Suite 7, Wilmington, DE 19809.
Item 2. IDENTITY AND BACKGROUND.
Item 2(c) is hereby amended to reflect that the
business address of Gwynedd is, 501 Silverside Road, Suite 7
Wilmington, DE 19809.
Item 2(c) is hereby amended to reflect that Maria
E. Nicolaides is a housewife and private investor.
Item 4. PURPOSE OF TRANSACTION.
Item 4(a) is hereby supplemented to reflect that from
time to time, Gwynedd may consider open market and/or private
divestitures of the Company's Common Stock to diversify and
optimize Gwynedd's investment portfolio.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Beneficial Ownership and (b) Voting and
Dispositive Powers:
Items 7, 8, 9, 10, 11, 12 and 13 from pages 2 through 6
of this Amendment are incorporated herein by reference.
7<PAGE>
(1) Represents all of the shares of Common Stock owned
by Gwynedd. Trusts for the benefit of Maria E. Nicolaides
and her children, of which Mrs. Baxavanis, Maria E.
Nicolaides' mother-in-law, is trustee, own approximately 89.4%
and 0.9%, respectively, of the outstanding stock of Gwynedd.
Mrs. Baxavanis disclaims beneficial ownership of all shares of
Common Stock owned by Gwynedd. See Note (3).
(2) The shareholders of Gwynedd include Dominion #5
Trust and trusts for the benefit of Maria E. Nicolaides'
children, of which Elizabeth Baxavanis is trustee, and Douglas
S. Holsclaw, Jr., M.D. See Notes (1), (3), and (4).
(3) Represents all of the shares of Common Stock owned
by Gwynedd. Dominion # 5, Trust and trusts for the benefit
of Maria E. Nicolaides, children, of which Elizabeth Baxavanis,
Maria E. Nicolaides, mother-in-law, is trustee, own
approximately 89.4% and 0.9%, respectively, of the outstanding
stock of Gwynedd. Dominion #5 Trust and Maria E. Nicolaides
each disclaim beneficial ownership of shares of Common Stock
owned by Gwynedd which may be deemed to be beneficially owned by
the other shareholders of Gwynedd, including trusts for the
benefit of Maria E. Nicolaides' children. Amounts shown in Item
11 on page 4 and on page 6 represents Dominion #5 Trust's and
Maria E. Nicolaides, respective proportionate beneficial interest
in the Common Stock owned by Gwynedd.
(4) Does not include shares of Common Stock owned by
Gwynedd. Dr. Holsclaw is a director of Gwynedd and owns
approximately 9.3% of the outstanding stock of Gwynedd.
(C) TRANSACTIONS IN SECURITIES OF THE COMPANY DURING PAST
SIXTY DAYS:
Item 5(c) is hereby supplemented to reflect that in the
sixty days preceding the date of this Amendment, Gwynedd sold
shares of the Company's Common Stock pursuant to Rule 144 as
follows:
Transaction Date Amount Sold Price
06/19/98 4,000 $4.688
06/22/98 1,000 $4.625
07/15/98 10,000 $4.375
08/05/98 5,000 $4.2625
08/13/98 5,000 $4.13
08/17/98 5,000 $4.13
8
SIGNATURES AND JOINT STATEMENT AGREEMENT
After reasonable inquiry and to the best of each Reporting
Person's respective knowledge and belief, each Reporting Person
certifies that the information set forth in this Statement is
true, complete and correct.
As required by Rule 13d-l(f) promulgated under the
Securities and Exchange Act of 1934, each Reporting Person on
whose behalf this statement is filed agrees that this Statement
is filed on behalf of each of them. Each Reporting Person
understands that they are responsible for the timely filing of
this Statement and any amendments thereto and for the
completeness and accuracy of the information concerning such
Reporting Person contained herein; each Reporting Person
understands that they are not responsible for the completeness or
accuracy of the information concerning the other Reporting
Persons making this filing unless such Reporting Person knows or
has reason to believe that such information is inaccurate. This
Statement may be executed in more than one counterpart.
Dated: August 31, 1998
GWYNEDD RESOURCES, LTD.
(formerly known as Dominion Group
Limited)
/s/ Elizabeth Baxavanis /s/ George Stasen
By:
Elizabeth Baxavanis
DOMINION HOLDINGS #5
REVOCABLE TRUST FOR THE
BENEFIT OF MARIA E. NICOLAIDES
/s/ Elizabeth Baxavanis /s/ Douglas S. Holsclaw, Jr., M.D.
By:
Elizabeth Baxavanis, Douglas S. Holsclaw, Jr., M.D.
Trustee
/s/ Marie E. Nicolaides
Maria E. Nicolaides
