<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)(*)
EMBREX INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
290817 10 5
(CUSIP Number)
AHMED SAMY, INVESTMENT MANAGER
MOHAMED ABDULMOHSIN
AL KHARAFI & SONS W.L.L.
P.O. BOX 886 SAFAT
13009 SAFAT KUWAIT
011 (965) 4813622
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MAY 13, 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: (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.
Page 1 of 6 Pages
- ----------------
(*) The remainder of this cover page shall be filed 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
CUSIP No. 290817 10 5 SCHEDULE 13D Page 2 of 6 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Mohamed Abdulmohsin Al Kharafi & Sons W.L.L.
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group(*) (a) [ ]
N/A (b) [ X ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS(*)
WC
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
State of Kuwait
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 629,500
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by None
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 629,500
--------------------------------------------------------
(10) Shared Dispositive Power
None
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
629,500
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares(*) [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
9.1%
---------------------------------------------------------------------
(14) Type of Reporting Person(*)
OO (a company with limited liability organized under the laws of the
State of Kuwait)
---------------------------------------------------------------------
(*)SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
(AMENDMENT NO. 2)
CUSIP NO. 290817 10 5 PAGE 3 OF 6 PAGES
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") is intended
to amend and supplement certain information set forth in the Schedule 13D dated
May 23, 1995 (the "Initial Filing"), as amended by Amendment No. 1 to Schedule
13D dated June 1, 1995 ("Amendment No. 1"), of Mohamed Abdulmohsin Al Kharafi &
Sons W.L.L., a company with limited liability organized under the laws of the
State of Kuwait. The Initial Filing and Amendment No. 1 are hereinafter
collectively referred to as the "Previous Filings."
The specific purpose of this Amendment No. 2 is to reflect the sale by
Kharafi (as defined in Item 2) of an aggregate of 138,000 shares of Common
Stock, no par value, of Embrex Inc. since the last transaction reported in
Amendment No. 1, as discussed more fully herein. See Item 3 and Item 5.
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this Amendment
No. 2 relates is the Common Stock, no par value (the "Shares"), of Embrex Inc.,
a North Carolina corporation (the "Company"). The address of the Company's
principal executive office is 1035 Swabia Court, Morrisville, North Carolina
27560-9757.
ITEM 2. IDENTITY AND BACKGROUND
The person filing this Amendment No. 2 is Mohamed Abdulmohsin Al
Kharafi & Sons W.L.L., a company with limited liability organized under the
laws of the State of Kuwait ("Kharafi"). The principal business address of
Kharafi is Shuwaikh Industrial Area, Area 2 - Street 12 - Parcel 72, Kuwait.
Kharafi's principal businesses include general trading, general contracting,
and industrial structures. In addition, Kharafi's Memorandum of Association
provides that Kharafi may have an interest or participate in any respect with
the entities performing works similar to its work or which may assist it to
achieve its objectives in Kuwait or abroad. Kharafi may buy these entities or
annex to them. Kharafi may also possess real estate and shares for its own
account. During the last five years, Kharafi has not been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors),
nor has Kharafi been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which Kharafi was
or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As disclosed in the Previous Filings, as of June 1, 1995, Kharafi was
the beneficial owner of 767,500 Shares. The 767,500 Shares beneficially owned
by Kharafi represented 11.1% of the issued and outstanding Shares (based upon
6,886,419 Shares outstanding, as reported by the Company in its Annual Report
on Form 10-K for the year ended December 31, 1995). Kharafi purchased all of
the 767,500 Shares in open-market transactions on the Nasdaq National Market
and used its working capital to make every Share purchase.
As discussed more fully in Item 5, since the date of the last
transaction reported in the Previous Filings, Kharafi has sold an aggregate of
138,000 Shares via Nasdaq National Market trades. The 138,000 Shares sold by
Kharafi represent one percent or more of the issued and
<PAGE> 4
SCHEDULE 13D
(AMENDMENT NO. 2)
CUSIP NO. 290817 10 5 PAGE 4 OF 6 PAGES
outstanding Shares (based upon 6,886,419 Shares outstanding, as reported by the
Company in its Annual Report on Form 10-K for the year ended December 31,
1995), thus requiring the filing of this Amendment No. 2.
ITEM 4. PURPOSE OF TRANSACTION
Kharafi has purchased its Shares strictly for the purpose of equity
security investment. In the future Kharafi may seek to purchase additional
Shares of the Company, if additional Shares are available at prices and on
terms Kharafi deems acceptable, for the purpose equity security investment. If
Kharafi purchases additional Shares, such Shares may be purchased by Kharafi
through open-market transactions, privately negotiated transactions, or
otherwise at prices and on terms not yet determined. In addition, Kharafi may,
at some time in the future, based upon factors relevant at that time, dispose
of some or all of the Shares of the Company that Kharafi owns. If Kharafi
sells additional Shares, such Shares may be sold by Kharafi through open-market
transactions, privately negotiated transactions, or otherwise at prices and on
terms not yet determined. Except as otherwise described in this Item 4,
Kharafi does not have any present plans or proposals which would relate to or
result in:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or
corporate structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
<PAGE> 5
SCHEDULE 13D
(AMENDMENT NO. 2)
CUSIP NO. 290817 10 5 PAGE 5 OF 6 PAGES
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this Amendment No. 2, Kharafi is the
beneficial owner of 629,500 Shares (approximately 9.1% of the 6,886,419
outstanding Shares (as reported in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995)).
(b) Kharafi has sole voting power and sole investment power with
respect to the Shares reported in (a) above.
(c) Kharafi has, since the date of the last transaction reported
in the Previous Filings, effected the following sales of Shares:
<TABLE>
<CAPTION>
DATE SHARES SOLD PRICE PER SHARE
---- ----------- ---------------
<S> <C> <C>
February 26, 1996 15,000 $ 7.750
February 27, 1996 15,000 $ 7.750
February 28, 1996 18,000 $ 7.875
February 29, 1996 10,000 $ 7.875
May 8, 1996 5,000 $ 7.625
May 13, 1996 70,000 $ 7.625
May 14, 1996 5,000 $ 7.625
</TABLE>
These sales were accomplished via National Nasdaq Market trades. The prices
per share set forth above do not reflect customary brokerage commissions and
fees paid by Kharafi in connection with these transactions. As a result of
these sales, Kharafi is the beneficial owner of the 629,500 Shares referenced
in (a) above.
(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, Shares reported on this Amendment No. 2.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Kharafi and any other person with respect to any
securities of the Company, including, but not limited to, transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No document is required to be filed herewith as an exhibit to this
Amendment No. 2.
<PAGE> 6
SCHEDULE 13D
(AMENDMENT NO. 2)
CUSIP NO. 290817 10 5 PAGE 6 OF 6 PAGES
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.
MOHAMED ABDULMOHSIN AL KHARAFI
& SONS W.L.L.
By: /s/ Ahmed Samy
------------------------------
Ahmed Samy, Investment Manager
Date: May 15, 1996
