SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
September 12, 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).
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
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Shares Beneficially 8) Shared Voting Power: 659,840*
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Owned by
Each Reporting 9) Sole Dispositive Power: 0
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Person With: 10) Shared Dispositive Power: 659,840*
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
659,840*
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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):
7.3%*
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14) Type of Reporting Person (See Instructions): IN
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* Includes: 102,000 shares of the Issuer's common stock ("Shares") beneficially
owned Stark International; 102,000 Shares beneficially owned by Shepherd
Investment International, Ltd.; 205,128 Shares issuable to Reliant Trading upon
conversion of convertible securities of the Issuer; 205,128 Shares issuable to
Shepherd Trading Limited upon conversion of convertible securities of the
Issuer; and, 45,584 Shares issuable to Staro Partners upon conversion of
convertible securities of the Issuer. Each of Reliant Trading, Shepherd Trading
Limited, Stark International, Shepherd Investment International, Ltd. and Staro
Partners are controlled by the reporting persons. 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, Arizona 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 $3,611,257. 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 Trading
Limited. The amount of funds used in making the purchases was $3,611,257. 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 10Q for the period
ending June 30, 1997 there were issued and outstanding 9,063,280 Shares. Messrs.
Stark and Roth beneficially own 659,840 Shares or 7.3% of the Shares. Reliant
Trading beneficially owns 205,128 Shares which are issuable to it upon
conversion of convertible securities of the Issuer. 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. Shepherd Trading Limited beneficially owns 205,128
Shares which are issuable to it upon conversion of convertible securities of the
Issuer. 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.
Stark International and Shepherd Investment International, Ltd. each
beneficially own 102,000 Shares. Staro Partners beneficially owns 45,584 Shares
issuable to it upon conversion of convertible securities of the Issuer. 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 partnerships.
The following tables detail the transactions by entities controlled by the
reporting persons in the Shares during the past 60 days::
Shepherd Trading Limited
Date Quantity Price Transaction Type
9/17/97 5,000 23.0625 Open Mkt. Sale
9/16/97 1,000 23.7625 Open Mkt. Sale
9/12/97 236,109 15.14131 Open Mkt. Purchase
9/12/97 1,1805 15.14189 Open Mkt. Purchase
9/12/97 3,000 23.833 Open Mkt. Sale
9/11/97 3,000 23.875 Open Mkt. Sale
9/10/97 7,000 23.951 Open Mkt. Sale
9/09/97 250 24.000 Open Mkt. Sale
9/05/97 2,500 24.375 Open Mkt. Sale
9/04/97 1,000 24.625 Open Mkt. Sale
9/03/97 1,000 24.5625 Open Mkt. Sale
9/02/97 5,000 23.493 Open Mkt. Sale
8/29/97 1,000 23.0625 Open Mkt. Sale
8/28/97 13,024 22.8522 Open Mkt. Sale
8/27/97 750 22.5 Open Mkt. Sale
8/26/97 750 22.375 Open Mkt. Sale
8/25/97 1,500 22.000 Open Mkt. Sale
8/22/97 1,500 21.875 Open Mkt. Sale
8/12/97 3,552 23.4167 Open Mkt. Sale
8/06/97 1,000 23.125 Open Mkt. Sale
8/05/97 600 23.25 Open Mkt. Sale
Reliant Trading
Date Quantity Price Transaction Type
9/17/97 5,000 23.0625 Open Mkt. Sale
9/16/97 1,000 23.7625 Open Mkt. Sale
9/12/97 235,040 15.21018 Open Mkt. Purchase
9/12/97 11,751 15.21147 Open Mkt. Purchase
9/12/97 3,000 23.833 Open Mkt. Sale
9/11/97 3,000 23.875 Open Mkt. Sale
9/10/97 7,000 23.951 Open Mkt. Sale
9/09/97 250 24.000 Open Mkt. Sale
9/05/97 2,500 24.375 Open Mkt. Sale
9/04/97 1,000 24.625 Open Mkt. Sale
9/03/97 1,000 24.5625 Open Mkt. Sale
9/02/97 5,000 23.493 Open Mkt. Sale
8/29/97 1,000 23.0625 Open Mkt. Sale
8/28/97 13,024 22.8522 Open Mkt. Sale
8/27/97 750 22.5 Open Mkt. Sale
8/26/97 750 22.375 Open Mkt. Sale
8/25/97 1,500 22.000 Open Mkt. Sale
8/22/97 1,500 21.875 Open Mkt. Sale
8/12/97 3,552 23.4167 Open Mkt. Sale
8/06/97 1,000 23.125 Open Mkt. Sale
8/05/97 600 23.25 Open Mkt. Sale
Staro Partners
Date Quantity Price Transaction Type
9/16/97 500 23.7625 Open Mkt. Sale
9/12/97 700 23.833 Open Mkt. Sale
9/11/97 1,000 23.875 Open Mkt. Sale
9/10/97 4,000 23.951 Open Mkt. Sale
9/04/97 500 24.625 Open Mkt. Sale
9/03/97 1,000 24.5625 Open Mkt. Sale
8/29/97 500 23.0625 Open Mkt. Sale
8/28/97 1,452 22.8522 Open Mkt. Sale
8/27/97 500 22.5 Open Mkt. Sale
8/26/97 500 22.375 Open Mkt. Sale
8/25/97 1,000 22.000 Open Mkt. Sale
8/12/97 396 23.4167 Open Mkt. Sale
No other entity controlled by the reporting persons has traded Shares
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 the Issuer which are convertible into Shares. 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.
Item 7: Material to be filed as exhibits.
Exhibit 1: Agreement of reporting persons 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 September 22, 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
________________________
Michael A. Roth
SIMULA, INC.
By /s/ Sean K. Nolan
________________________
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.
September 22, 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).
