SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No ___ )*
WTC Industries, Inc.
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(Name of Issuer)
Common Stock, $0.10 par value
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(Title of Class of Securities)
929341 10 5
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(CUSIP Number)
Richard D. McNeil, Lindquist & Vennum P.L.L.P.,
4200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
Telephone: (612) 371-3266
--------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 29, 2000
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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 the
disclosures provided in a prior cover page. The information required in 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 1 of 8 Pages
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<TABLE>
<S> <C>
CUSIP No. 929341 10 5
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS ROBERT C. KLAS, SR.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See instructions) PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 1,703,010
NUMBER OF ------- ----------------------------------------------
SHARES 8 SHARED VOTING POWER 124,545
BENEFICIALLY
OWNED BY ------- ----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,703,010
REPORTING
PERSON ------- ----------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER 124,545
------- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,827,555
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(See instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.33
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14 TYPE OF REPORTING PERSON (See instructions)
IN
- --------- ------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2 of 8 Pages
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Item 1. Security and Issuer
This Statement relates to the Common Stock, par value $.10 per share
(the "Common Stock") of WTC Industries, Inc. (the "Company"). The address of the
Company is 150 Marie Avenue East, West St. Paul, Minnesota 55118-4002.
Item 2. Identity and Background
(a) Robert C. Klas, Sr. (the "Purchaser")
(b) 892 West Marie Avenue
West St. Paul, Minnesota 55118
(c) Chairman and Chief Executive Officer of the Company and
Chairman And Chief Executive Officer of The Tapemark Company
located at:
150 East Marie Avenue
West St. Paul, Minnesota 55118
(d) No
(e) No
(f) United States
Note: The Tapemark Company Cash or Deferred Profit Sharing Plan
("Tapemark") is an employee benefit plan utilized by The Tapemark
Company, a company of which Purchaser is the controlling shareholder.
Item 3. Source and Amount of Funds or Other Consideration
Purchaser first acquired shares of Common Stock on September 16, 1991,
when he acquired 25,000 for a consideration of $5 per share or a total of
$125,000. The source of the funds for this acquisition was Purchaser's personal
funds.
Purchaser next acquired shares of Common Stock on November 14, 1991,
when he acquired 4,000 for a consideration of $8.752 per share or a total of
$35,006. The source of the funds for this acquisition was Purchaser's personal
funds.
Purchaser next acquired shares of Common Stock on November 5, 1993,
when he acquired 13,800 for a consideration of $1.05 per share or a total of
$14,490. The source of the funds for this acquisition was Purchaser's personal
funds.
Page 3 of 8 Pages
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Purchaser next acquired shares of Common Stock on December 31, 1993,
when he acquired 6,900 for a consideration of $0.583 per share or a total of
$4,022.70. The source of the funds for this acquisition was Purchaser's personal
funds.
On March 31, 1994, the Purchaser acquired 690,000 shares of Common
Stock for a consideration of $0.50 per share, or a total of $345,000, which was
paid by conversion to Common Stock of $345,000 of direct indebtedness of the
Company to Purchaser evidenced by promissory notes. The source of the funds used
for the direct loans that were converted to Common Stock was Purchaser's
personal funds.
On June 15, 1994, the Purchaser acquired 380,000 shares of Common Stock
for a consideration of $0.50 per share, or a total of $190,000, which was paid
on the Company's behalf to a commercial bank to which the Company was indebted
in that amount under a line of credit. The source of the funds used for the
payment to the bank was Purchaser's personal funds.
Purchaser next acquired shares of Common Stock on July 19, 1994, when
he acquired 1,000 for a consideration of $1.45 per share or a total of $1,450.
The source of the funds for this acquisition was Purchaser's personal funds.
Purchaser next acquired shares of Common Stock on July 20, 1994, when
he acquired 1,000 for a consideration of $1.844 per share or a total of $1,844.
The source of the funds for this acquisition was Purchaser's personal funds.
Tapemark first acquired shares of Common Stock on September 12, 1994,
when it acquired 25,000 shares of Common Stock and warrants (right to buy) to
purchase 10,000 shares of Common Stock. The Common Stock and the warrants were
purchased as a unit for a total consideration of $43,750. The source of funds
for this acquisition was Tapemark's investment funds.
Purchaser next acquired shares of Common Stock on December 21, 1994,
when he acquired 500 for a consideration of $2.375 per share or a total of
$1,187.50. The source of the funds for this acquisition was Purchaser's personal
funds.
On August 23, 1995, the Purchaser acquired 1,646,718 shares of Common
Stock for a consideration of $1.25 per share, or a total of $2,058,397.50, which
was paid by conversion to Common Stock of $920,612.67 of direct indebtedness of
the Company to Purchaser evidenced by promissory notes, and $1,137,785.20 which
Purchaser paid on the Company's behalf to a commercial bank to which the Company
was indebted in that amount under a line of credit. The source of the funds used
for the direct loans that were converted to Common Stock and for the payment to
the bank was Purchaser's personal funds.
On December 27, 1995, Tapemark acquired 200,000 shares of Common Stock
for a consideration of $1.25 per share, or a total of $250,000, which was paid
by conversion to Common
Page 4 of 8 Pages
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Stock of $250,000 of direct indebtedness of the Company to Tapemark evidenced by
promissory notes. The source of the funds used for the direct loans that were
converted to Common Stock was Tapemark's investment funds.
On March 22, 1996, the Purchaser purchased from the Company 2,400,000
shares of Common Stock and a warrant to purchase an additional 2,400,000 shares
for an exercise price of $2.00 per share. The purchase price paid to the Company
for the 2,400,000 shares and the warrant was $3,000,000, which consisted of
$900,000 in cash, $900,000 under a promissory note to be paid over approximately
90 days, and the cancellation of $1,200,000 of indebtedness of the Company to
the Purchaser. The purchase was pursuant to a Stock Purchase Agreement between
the Company and the Purchaser, and the source of funds for the purchase was
Purchaser's personal funds.
On March 22, 1996 the Purchaser purchased from Jan H. Magnusson, the
Company's chief executive officer, 1,600,000 shares of Common Stock for a
purchase price of $1,000,000, or $0.625 per share, consisting of $500,000 in
cash and a short term promissory note for the $500,000 balance. The source of
funds for the purchase was Purchaser's personal funds.
On January 6, 1999 a one for ten reverse stock split of the Company
occurred, reducing the number of outstanding shares of the Company's Common
Stock from approximately 11,460,180 to 1,146,018 shares.
On April 13, 1999, effective January 1, 1999, the Company entered into
an agreement with the Purchaser and Tapemark to extend demand notes held by them
totaling $2,300,000 and $500,000, respectively, including all accrued interest,
through May 31, 2002. In exchange for a reduced interest rate from January 1,
1999 to May 31, 2000, the Company issued the Purchaser and Tapemark four year
warrants to purchase 176,998 and 39,178, respectively, shares of the Company's
Common Stock at an exercise price of $1.00 per share.
On February 29, 2000, effective December 31, 1999, the Company and the
Purchaser agreed to restructure their debt arrangements. Under the new
arrangement, the Purchaser agreed to (a) convert to 180,000 shares of the
Company's common stock a total of $450,000 of the Company's existing
indebtedness to him, consisting of $400,000 loaned in 1999 and a $50,000
promissory note issued by the Company to another noteholder which the Purchaser
has acquired, (b) invest $250,000 in cash in the Company to purchase 100,000
shares of the Company's common stock, (c) assume the Company's existing
indebtedness of $750,000 to its lender, U.S. Bank, and the Company will issue to
the Purchaser a Convertible Promissory Note dated on or about March 1, 2000 in
the amount of such indebtedness which matures in one year and provides a right
to convert such indebtedness to shares of Company common stock at the discretion
of the holder of the Note at a conversion price of $3.00 per share, (d)
personally guarantee a new credit agreement with the Lender under which the bank
extends a term loan of $750,000 to the Company and provides to the Company a
$700,000 revolving credit facility, and in consideration therefor the Company
will issue to the Purchaser a new stock purchase warrant to purchase 80,000
shares of the Company's common stock for an exercise
Page 5 of 8 Pages
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price of $3.125 per share at any time prior to March 1, 2004, and (e) the
Company shall extend by five years to May 22, 2006 the expiration date of a
warrant to purchase 240,000 shares of Company common stock which was issued to
the Purchaser in 1996.
Item 4. Purpose of Transaction
Purchaser has acquired the securities described in Item 3 above for
investment purposes. The Purchaser is a member and the chairman of the Company's
board of directors.
By virtue of the Purchaser's holdings of shares of Common Stock,
warrants and a Convertible Promissory Note, the Purchaser may be deemed to
control the Company. On May 6, 1996, the Purchaser requested and received the
resignation Robert R. Martin as a director on May 6, 1996 and, on July 30, 1996,
the Purchaser caused the election of Robert C. Klas, Jr., who is the Purchaser's
son, as a member of the Company's board of directors. While the Purchaser has no
present plans or proposals to effect any additional changes in the Company's
board of directors or management, the Purchaser might, in the future, formulate
such plans or proposals.
The Purchaser may, from time to time, (1) acquire additional shares of
Common Stock (subject to availability at prices deemed favorable to the
Purchaser) in the open market, in privately negotiated transactions, or
otherwise, or (2) attempt to dispose of shares of Common Stock in the open
market, in privately negotiated transactions or otherwise.
Except as set forth above, the Purchaser has no present plans or
intentions that would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) As of March 1, 2000, the Purchaser beneficially owned 1,827,555
shares of the outstanding Common Stock of the Company. This number includes: (i)
496,998 shares that the Purchaser has the right to acquire through the exercise
of stock purchase warrants, (ii) 250,000 shares that the purchaser has the right
to acquire through conversion of a Promissory Note; (iii) 46,667 shares owned
directly through the Tapemark Company; (iv) 22,500 shares held by the Tapemark
Company Cash or Deferred Profit Sharing Plan; (v) 5,000 shares which the
Tapemark Company Cash or Deferred Profit Sharing Plan has the right to acquire
through the exercise of stock purchase warrants; (vi) 39,178 shares which
Tapemark has the right to acquire through the exercise of stock purchase
warrants; and (vii) 11,200 shares available under vested stock options held by
the Tapemark Company. This represents 69.6% of the outstanding Common Stock
(prior to the exercise of any warrants or options) and 80.33% of the outstanding
Common Stock (assuming full exercise of warrants and options).
Page 6 of 8 Pages
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(b) The responses of the Purchaser to Items (7) through (11) of the
portions of the cover page of this Schedule which relate to beneficial ownership
of shares of Common Stock are incorporated herein by reference.
(c) Other than the transactions described in Item 3 above, the
Purchaser has not effected any transactions in the Common Stock during the pasts
sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The Purchaser and the Company entered into a Stock Purchase Agreement
dated March 22, 1996 with the Company under which, for so long as Purchaser is
the beneficial owner of at least a majority of the Company's outstanding shares
of Common Stock, the Company will make its best efforts to cause the nomination
and election to the Company's board of directors the Purchaser and one other
person nominated by Purchaser. Nothing in that agreement limits the right of the
purchaser to seek, in the event he wishes to do so, greater representation on
the Company's board of directors. Other than Purchaser and Robert C. Klas, Jr.,
the other members of the board of directors have advised Purchaser that they are
willing to resign from the board of directors if requested by Purchaser.
Except as stated in the preceding paragraph, there are no contracts,
arrangements, understandings or relationships between the Purchaser and any
person with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits
A copy of the Stock Purchase Agreement dated March 22, 1996 between the
Purchaser and the Company was previously filed.
Page 7 of 8 Pages
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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.
Date: April 14, 2000 /s/ Robert C. Klas, Sr.
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Robert C. Klas, Sr.
Page 8 of 8 Pages
