SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
SIMULA, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
829206101
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(CUSIP Number)
with a copy to:
Krista L. Ward George J. Mazin
Stark Investments Lowenstein, Sandler, Kohl,
1500 West Market Street Fisher & Boylan, P.A.
Mequon, WI 53092 65 Livingston Avenue
(414) 241-1810 Roseland, New Jersey 07068
(201) 992-8700
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
April 24, 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 l3G 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 l3d-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).
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CUSIP NO. 829206101
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1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above
Persons):
Michael A. Roth and Brian J. Stark (filing as joint filers pursuant to Rule
13(d)1(f)(1))
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions):WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6) Citizenship or Place of Organization:
United States
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Number of 7) Sole Voting Power: 0
Shares Beneficially ---------------------------------------------------
Owned by 8) Shared Voting Power: 893,212*
Each Reporting ---------------------------------------------------
Person With:
9) Sole Dispositive Power: 0
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10) Shared Dispositive Power: 893,212*
---------------------------------------------------
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
893,212*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11):
9.9*
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14) Type of Reporting Person (See Instructions): IN
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* Includes shares of the Issuer's common stock beneficially owned by the
following entities, all of which are controlled by the reporting persons:
Reliant Trading, Shepherd Trading Limited, Stark International, Shepherd
Investment International, Ltd. and Staro Partners. See Item 2 and Item 5 for
additional details.
Item 1: Security and Issuer:
This statement relates to the Common Stock of Simula, Inc. ("Shares"). The
issuer has principal executive offices located at 2700 N. Central Avenue, Suite
1000, Phoenix, AZ 85004.
Item 2: Identity and Background
1.
a) Name: Brian J. Stark
b) Residence or Business Address: 1500 West Market Street
Mequon, WI 53092
c) Occupation: Investment Fund Manager
Staro Asset Management, L.L.C.
Stark & Roth, Inc., Staro Partners
1500 West Market Street
Mequon, WI 53092
d) Convictions: none
e) Civil Proceedings: none
f) Citizenship: United States
2.
a) Name: Michael A. Roth
b) Residence or Business Address: 1500 West Market Street
Mequon, WI 53092
c) Occupation: Investment Fund Manager
Staro Asset Management, L.L.C.
Stark & Roth, Inc.,
Staro Partners
1500 West Market Street
Mequon, WI 53092
d) Convictions: none
e) Civil Proceedings: none
f) Citizenship: United States
3.
a) Name: Staro Partners
b) State of Organization: Wisconsin
c) Principal Business: Securities Trading
d) Address of principal business: 1500 West Market Street
Mequon, WI 53092
e) Address of Principal Office: same
f) Convictions none
g) Civil proceedings: none
4.
a) Name: Reliant Trading
b) State of Organization: Wisconsin
c) Principal Business: Securities Trading
d) Address of principal business: 1500 West Market Street
Mequon, WI 53092
e) Address of Principal Office: same
f) Convictions: none
g) Civil proceedings: none
5.
a) Name: Shepherd Trading Limited
b) State of Organization: British Virgin Islands
c) Principal Business: Securities Trading
Address of principal business: c/o International Fund
Administration, Ltd.
48 Par-La Ville Road, Suite 464
Hamilton, HM 11 Bermuda
d) Address of Principal Office: same
e) Convictions: none
f) Civil proceedings: none
6.
a) Name: Stark International
b) State of Organization: Bermuda
c) Principal Business: Securities Trading
Address of principal business: Century House
31 Richmond Road
Hamilton HM-08 Bermuda
d) Address of Principal Office: same
e) Convictions: none
f) Civil proceedings: none
7.
a) Name: Shepherd Investment International, Ltd.
b) State of Organization: British Virgin Islands
c) Principal Business: Securities Trading
Address of principal business: c/o International Fund
Administration, Ltd.
48 Par-La Ville Road, Suite 464
Hamilton, HM 11 Bermuda
d) Address of Principal Office: same
e) Convictions: none
f) Civil proceedings: none
Item 3: Source and Amount of Funds or Other Consideration
All funds used by Reliant Trading to purchase Shares acquired by
Reliant Trading were obtained from the capital contributed by the limited
partners of Stark Investments, L.P. and general margin financing from brokers.
The amount of funds used in making the purchases was $7,186,258. The funds used
by Shepherd Trading Limited to purchase the Shares acquired by Shepherd Trading
Limited were obtained from the capital contributed by the shareholders of
Shepherd Fund Limited. The amount of funds used in making the purchases was
$7,186,258. All funds used by Staro Partners, Stark International and Shepherd
Investment International, Ltd. to purchase Shares acquired by such entities were
obtained from the assets of each respective partnership. The amount of funds
used in making the purchases was $802,508, $1,581,915 and $1,581,915
respectively.
Item 4: Purpose of Transaction
The acquisition of the Shares by Reliant Trading, Shepherd Trading
Limited, Staro Partners, Stark International and Shepherd Investment
International, Ltd. are solely for investment purposes. Further acquisitions,
sales or short sales of securities of the Issuer may be made for investment
purposes, however, neither reporting person has present plans or intentions
which relate to or would result in any of the transactions required to be
described in Item 4 of Schedule 13D.
Item 5: Interest in Securities of the Issuer
Based upon the information contained in Simula, Inc.'s 1997 Proxy
Statement on Schedule 14A there were issued and outstanding 9,022,348 Shares.
Messrs. Stark and Roth beneficially own 893,212 Shares or 9.9% of the Shares.
The Shares are beneficially owned by the following entities, all of which are
controlled by the reporting persons: Reliant Trading, Shepherd Trading Limited,
Stark International, Shepherd Investment International, Ltd. and Staro Partners.
Messrs. Stark and Roth have shared power to vote or direct the vote and shared
power to dispose or direct the disposition of the Shares beneficially owned by
Reliant Trading by virtue of their position as members of Staro Asset
Management, L.L.C., the managing partner of Reliant Trading. Messrs. Stark and
Roth have shared power to vote or direct the vote and shared power to dispose or
direct the disposition of the Shares beneficially owned by Shepherd Trading
Limited by virtue of their position as investment manager of Shepherd Trading
Limited. Messrs. Stark and Roth have shared power to vote or direct the vote and
shared power to dispose or direct the disposition of the Shares beneficially
owned by Stark International, Shepherd Investment International, Ltd. and Staro
Partners by virtue of their position as the managing partners of each such
partnership.
The following tables detail the transactions by Reliant Trading,
Shepherd Trading Limited, Staro Partners, Stark International and Shepherd
Investment International, Ltd. in the common stock of Simula, Inc.
during the past 60 days:
Shepherd Trading Limited
Date Quantity Price Transaction Type
2/19/97 1250 $17.5 Open Mkt. Sale
2/21/97 6050 18.01 Open Mkt. Sale
3/25/97 2000 14 Open Mkt. Purchase
4/7/97 2500 15.75 Open Mkt. Sale
4/9/97 2500 15.56 Open Mkt. Sale
4/15/97 3750 14.29 Open Mkt. Purchase
4/17/97 50000 14.56 Open Mkt. Purchase
4/17/97 50000 14.56 Open Mkt. Sale
4/22/97 1250 14.25 Open Mkt. Sale
4/24/97 8150 14.87 Open Mkt. Sale
Stark International
Date Quantity Price Transaction Type
2/19/97 1250 $17.5 Open Mkt. Sale
2/21/97 6050 18.01 Open Mkt. Sale
3/25/97 2000 14 Open Mkt. Purchase
4/7/97 2500 15.75 Open Mkt. Sale
4/9/97 2500 15.56 Open Mkt. Sale
4/15/97 3750 14.29 Open Mkt. Purchase
4/17/97 50000 14.56 Open Mkt. Purchase
4/17/97 50000 14.56 Open Mkt. Sale
4/22/97 1250 14.25 Open Mkt. Sale
4/24/97 8150 14.87 Open Mkt. Sale
No other entity controlled by the reporting persons, including Staro
Partners, Stark International and Shepherd Investment International, Ltd., has
traded Simula, Inc. common stock within the past 60 days.
Item 6: Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The reporting persons, through Reliant Trading, Shepherd Trading
Limited and Staro Partners, are the holders of Series C 10% Senior Subordinated
Notes No. 41 through 70 Representing in the Aggregate $7,150,000 Principal
Amount (the "Notes") issued by Simula, Inc. ("Simula") which are convertible
into shares of common stock. Pursuant to Amendment No. 1 to the Notes (filed as
Exhibit 2 hereto), the reporting persons have agreed not to convert any portion
of the principal of or interest on the Notes which would result in the reporting
persons and their affiliates beneficially owning more than 9.9% of the
outstanding shares of Simula's common stock.
Item 7: Material to be filed as exhibits.
Exhibit 1: Agreement as to joint filing.
Exhibit 2: Amendment No. 1 to Series C 10% Senior Subordinated Notes
No. 41 through 70 Representing in the Aggregate $7,150,000
Principal Amount.
<PAGE>
EXHIBIT 1
AGREEMENT AS TO JOINT FILING
Dated May 5, 1997
The undersigned hereby agree that the Schedule 13D with respect to Simula,
Inc. dated as of the date hereof is filed on behalf of each of the undersigned
jointly pursuant to Rule 13d-1(f)(1).
/s/Brian J. Stark
____________________________
Brian J. Stark
/s/Michael A. Roth
____________________________
Michael A. Roth
<PAGE>
EXHIBIT 2
Amendment No. 1
To
Series C 10% Senior Subordinated Notes
No. 41 through 70, Representing In the Aggregate $7,150,000
Principal Amount ("Notes")
The Notes are hereby amended as follows:
Holder acknowledges that in no event shall Holder be entitled to convert
any portion of the principal of or interest on the Notes in excess of that
amount upon conversion of which the sum of (1) the number of Common Stock
beneficially owned by Holder and its Affiliates (other than shares of Common
Stock which may be deemed beneficially owned through the ownership of the
unconverted portion of the principal amount of, and interest on, the Notes) and
(2) the number of Common Stock issuable upon the conversion of the principal
amount of, and interest on, the portion of the Notes with respect to which the
determination of this proviso is being made, would result in beneficial
ownership by Holder and its affiliates of more than 9.9% of the outstanding
shares of Issuer's Common Stock. For purposes of the proviso to the immediately
preceding sentence, beneficial ownership shall be determined in accordance with
Section 16 of the Securities Exchange Act of 1934, as amended, except as
otherwise provided in clause (1) hereof. "Affiliates" shall have the meaning as
defined under the Securities Exchange Act of 1934.
The undersigned party acting on behalf of the Holders, represents that it
is duly authorized to hereby bind the Holders and execute this amendment on
their behalf.
HOLDERS:
By /s/ Michael A. Roth
SIMULA. INC.
By /s/ Sean K. Nolan
Its Chief Financial Officer
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
May 5, 1997
/s/Brian J. Stark
Brian J. Stark
/s/ Michael A. Roth
Michael A. Roth
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
