UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
MICRONICS COMPUTER, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
595127101
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(CUSIP Number)
Noah Klarish & Associates, P.C.
230 Park Avenue, 32nd Floor
New York, NY 10169 (212) 973-1111
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 11, 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 |_|.
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>
SCHEDULE 13D
CUSIP No. 595127101
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Ira Albert
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2 Check the Appropriate Box If a Member of a Group* a. |_|
b. |_|
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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 Item
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
Number of 337,000 (Includes 335,000 shares held by
Shares Albert Investment Associates, L.P.)
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 9 Sole Dispositive Power
759,500 (Includes 335,000 shares held by Albert
Investment Associates, L.P. and 422,500 shares
held by various accounts over which Mr. Albert
has discretionary authority)
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10 Shared Dispositive Power
422,500 shares held by various accounts over which
Mr. Albert has discretionary authority.
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
759,500
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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)
5.43%
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14 Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 par value per share (the
"Common Stock"), of Micronics Computers, Inc., a Delaware corporation (the
"Issuer"). The Issuer maintains its principal executive office at 221 Warren
Avenue, Fremont, California 94539-7085.
Item 2. Identity and Background.
(a) This statement is filed by (i) Ira Albert, an individual, with respect
to shares of the Issuer's Common Stock held by him and with respect to shares of
the Issuer's Common Stock held in investment accounts over which Mr. Albert has
discretionary authority, and (ii) Albert Investment Associates, L.P., a Delaware
limited partnership (the "Albert Partnership") with respect to shares of the
Issuer's Common Stock held by it. Ira Albert and the Albert Partnership shall
sometimes be collectively referred to herein as the "Reporting Person."
(b) The business address of Ira Albert and of the Albert Partnership are
1304 SW 160th Avenue, Suite 209, Ft. Lauderdale, FL 33326. The general partner
of the Albert Partnership is Albert Investment Strategies, Inc., a Massachusetts
corporation (the "General Partner"), which also has a business address located
at 1304 SW 160th Avenue, Suite 209, Ft. Lauderdale, FL 33326.
(c) The principal business of Ira Albert and of the Albert Partnership is
securities investment.
(d) During the past five years, neither Mr. Albert nor the Albert
Partnership nor the General Partner nor any of its executive officers, directors
or controlling persons have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, neither Mr. Albert nor the Albert
Partnership nor the General Partner nor any of its executive officers, directors
or controlling persons have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in their being subject
to a judgment, decree or final order enjoining any such person from future
violations of or prohibiting or mandating activities subject to federal or state
securities laws, or finding any violation of such laws by any such person.
Item 3. Source and Amount of Funds or Other Consideration.
Ira Albert directly owns 2,000 shares of the Issuer's Common Stock for
which he paid $4,670. Mr. Albert obtained the funds from his personal funds. Mr.
Albert has discretionary authority over accounts which own 422,500 shares of the
Issuer's Common Stock for which such accounts paid a total of $1,025,532.14 from
the personal
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<PAGE>
funds of the beneficial owners of such accounts. The Albert Partnership directly
owns 335,000 shares of the Issuer's Common Stock for which it paid $773,550 from
its working capital.
Item 4. Purpose of Transaction.
The Reporting Persons have acquired their shares of the Issuer's Common
Stock for investment. The Reporting persons have no plans or proposals which,
other than as expressly set forth below, would relate to or would result in: (a)
the acquisition of additional securities of the Issuer or the disposition of
presently-owned securities of the Issuer; (b) any extraordinary corporate
transaction involving the Issuer; (c) a sale or transfer of a material amount of
assets of the Issuer; (d) any change in the present Board of Directors or
management of the Issuer; (e) any material change in the present capitalization
or dividend policy of the Issuer; (f) any material change in the operating
policies or corporate structure of the Issuer; (g) any change in the Issuer's
charter or bylaws; (h) the Common Stock of the Issuer ceasing to be authorized
to be quoted in the NASDAQ inter-dealer quotation system; or (i) causing the
Issuer becoming eligible for termination of registration pursuant to Section
12(g) (4) of the Securities Exchange Act of 1934. The Reporting Persons,
however, reserve the right, at a later date, to effect one or more of such
changes or transactions.
Although the Reporting Persons have no present plans to purchase additional
shares of the Issuer's Common Stock or sell any of their shares of the Issuer's
Common Stock, they, either together or separately, may seek to purchase
additional shares of the Issuer's Common Stock or sell some or all of their
shares of the Issuer's Common Stock in the open market or in privately
negotiated transactions from or to one or more sellers or purchasers, as the
case may be, provided that, in accordance with their best judgment in light of
the circumstances existing at the time, such transactions present an attractive
(long or short term) opportunity for profit.
The Reporting Persons further reserve the right to act in concert with any
other shareholders of the Issuer, or other persons, for a common purpose should
they determine to do so, and/or to recommend courses of action to management and
the shareholders of the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) The number of shares of the Issuer's Common Stock and the percentage of
the outstanding shares (based upon 13,979,077 shares outstanding as reported in
the Issuer's Annual Report on Form 10-K for the year ended September 30, 1996)
directly beneficially owned by each Reporting Person is as follows:
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<PAGE>
Percentage of
Name Number of Shares Outstanding Shares
- ---- ---------------- ------------------
Ira Albert 2,000 0%
Albert Partnership 335,000 2.4%
Albert discretionary 422,500 3%
accounts
(b) Mr. Albert has sole power to vote 335,000 shares of the Issuer 5 Common
Stock and has sole power to dispose or to direct the disposition of 759,500
shares of the Issuer's Common Stock.
(c) See Appendix A annexed hereto.
(d) Certain persons have the right to receive dividends from or the
proceeds of sale of certain of the shares of the Issuer's Common Stock included
in this statement. No such person individually has the right to receive
dividends or proceeds relating to shares of the Issuer's Common Stock
constituting more than 5% of the class of the Issuer's Common Stock.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Ira Albert may be deemed to have beneficial ownership and control of the
shares of the Issuer's Common Stock held by accounts with respect to which Mr.
Albert has discretionary authority and shares held by the Albert Partnership by
virtue of his control of the General Partner of such entity. Mr. Albert
disclaims beneficial ownership of the shares of the Issuer's Common Stock held
by the discretionary accounts and by the Albert Partnership.
Other than as set forth above, the Reporting Persons have no contracts,
arrangements, understandings or relationships (legal or otherwise) either
amongst themselves or with any other persons with respect to the shares of the
Issuer's Common Stock.
Item 7. Material to be Filed as Exhibits.
None
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<PAGE>
Signatures
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: February 19, 1997
/s/ Ira Albert
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Ira Albert
ALBERT INVESTMENT ASSOCIATES, L.P.
By: ALBERT INVESTMENT STRATEGIES, INC.
By: /s/Ira Albert
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Ira Albert, President
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<PAGE>
APPENDIX 1
TRANSACTIONS IN MICRONICS COMPUTERS, INC.
COMMON STOCK WITHIN THE
PAST 60 DAYS
All transactions were open market purchases and the commissions are
included in the price of the shares.
1. Albert Investment Associates L.P.
No. of
Trade Shares Price Per Cost of
Date Purchased Share Purchases
---- --------- ----- ---------
12/30/96 29,000 $2.00 $58,874.00
1/17/97 30,000 2.44 73,098.00
1/20/97 20,000 2.44 49,554.00
1/24/97 50,000 2.44 123,375.00
2/4/97 20,000 2.31 46,850.00
2/7/97 20,000 2.38 47,500.00
2/10/97 25,000 2.38 60,125.00
2/11/97 16,000 2.44 39,320.00
2/18/97 50.000 2.38 120,250.00
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335,000 $773,550.00
2. Ira Albert and Family
No. of
Trade Shares Price Per Cost of
Date Purchased Share Purchases
---- --------- ----- ---------
1/29/97 2,000 $2.31 $4,670.00
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<PAGE>
3. Other Discretionary Accounts/Limited Power of Attorney
No. of
Trade Shares Price Per Cost of
Date Purchased Share Purchases
---- --------- ----- ---------
12/30/96 2,500 $2.00 $5,000.00
1/2/97 15,000 2.13 31,875.00
1/3/97 32,000 2.25 72,000.00
1/6/97 7,000 2.38 17,174.69
1/6/97 50,000 2.50 125,000.00
1/13/97 46,000 2.50 115,000.00
1/17/97 20,000 2.44 49,350.00
1/20/97 75,000 2.44 183,412.50
1/21/97 37,500 2.44 91,406.25
1/24/97 41,500 2.44 102,435.45
1/28/97 38,500 2.44 95,115.75
2/11/97 40,000 2.44 98,700.00
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422,500 $1,025,532.14
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