<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BOGEN COMMUNICATIONS INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 Par Value Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
097189-10-4
---------------------------------------------
(CUSIP Number)
Jeffrey E. Schwarz
Metropolitan Capital Advisors, Inc.
660 Madison Avenue
New York, NY 10021
(212) 486-8100
-with copies to-
Joseph F. Mazzella, Esq.
Lane Altman & Owens LLP
101 Federal Street
Boston, Massachusetts 02110
(617) 345-9800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 26, 1997
------------------------------------------------------
(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 [x]. (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 13-d(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> 2
CUSIP No. 097189-10-4 Page 2 of 20 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metropolitan Capital Advisors, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 shares
--------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 613,965 shares
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares
WITH: --------------------------------------------------
10 SHARED DISPOSITIVE POWER
613,965 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
613,965 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE> 3
CUSIP No. 097189-10-4 Page 3 of 20 Pages
SCHEDULE 13D
CUSIP NO. 097189-10-4 PAGE 3 OF 11 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metropolitan Capital III, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 shares
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 353,495 shares
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH: 0 shares
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
353,495 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
353,495 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
CUSIP No. 097189-10-4 Page 4 of 20 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey E. Schwarz
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
None
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0 shares
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,144,208 shares
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH:
0 shares
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,144,208 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,144,208 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
CUSIP No. 097189-10-4 Page 5 OF 20 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Karen Finerman
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
None
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0 shares
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,144,208 shares
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH:
0 shares
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,144,208 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,144,208 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
CUSIP No. 097189-10-4 Page 6 of 20 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bedford Falls Investors, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0 shares
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 613,965 shares
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH:
0 shares
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
613,965 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
613,965 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 7
CUSIP No. 097189-10-4 Page 7 of 20 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metropolitan Capital Advisors International Limited
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of the Bahamas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0 shares
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 353,495 shares
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0 shares
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
353,495 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
353,495 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 8
CUSIP No. 097189-10-4 Page 8 of 20 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BGN Investors, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0 shares
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 139,538 shares
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0 shares
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
139,538 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
139,538 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 9
CUSIP No. 097189-10-4 Page 9 of 20 Pages
ITEM 1. SECURITY AND ISSUER
Securities Acquired: Series A Convertible Preferred Stock, $0.001 par
value per share ("Preferred Stock")
Issuer: Bogen Communications International, Inc.
Principal Executive Offices: 50 Spring Street
Ramsey, New Jersey 07446
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule is being filed jointly by the following reporting
persons (hereinafter sometimes collectively referred to as the "Reporting
Persons") pursuant to an Agreement of Joint Filing attached hereto as Exhibit A:
(i) Metropolitan Capital Advisors, Inc., a New York corporation
("Metropolitan Capital"), which is the sole General Partner of
Metropolitan Capital Advisors, L.P., a Delaware limited
partnership. Metropolitan Capital Advisors, L.P. is the sole
General Partner of Bedford Falls Investors, L.P., a Delaware
limited partnership ("Bedford Falls").
(ii) KJ Advisors, Inc., a New York corporation, which is the sole
General Partner of Metropolitan Capital Partners II, L.P., a
New York limited partnership.
(iii) Metropolitan Capital III, Inc., a Delaware corporation, which
is the sole General Partner of Metropolitan Capital Partners
III, L.P., a Delaware limited partnership which, in turn, is
the investment advisor to Metropolitan Capital Advisors
International Limited, a Bahamian corporation ("Metropolitan
International").
(iv) BGN Investors, LLC ("BGN") is a Delaware limited liability
company.
(v) Jeffrey E. Schwarz, an individual who is a Director and the
Chief Executive Officer, Treasurer and Secretary of
Metropolitan Capital, KJ Advisors, Inc. and Metropolitan
Capital III, Inc., and a Managing Member of BGN.
(vi) Karen Finerman, an individual who is a Director and the
President of Metropolitan Capital, KJ Advisors, Inc. and
Metropolitan Capital III, Inc. and a Managing Member of BGN.
(b), (c) and (f) Each of the Reporting Persons has a business address
at 660 Madison Avenue, New York, New York 10021.
Metropolitan Capital is a privately owned New York corporation, the
principal business of which is to act as General Partner of Metropolitan Capital
Advisors, L.P. Metropolitan Capital Advisors, L.P. is the sole General Partner
of Bedford Falls, which is in the business of purchasing, for investment and
trading purposes, securities and other financial instruments.
<PAGE> 10
CUSIP No. 097189-10-4 Page 10 of 20 Pages
KJ Advisors, Inc. is a privately owned New York corporation, the
principal business of which is to act as General Partner of Metropolitan Capital
Partners II, L.P. Metropolitan Capital Partners II, L.P. is a privately owned
partnership which provides administrative services to Bedford Falls, and which
also renders investment management and advisory services to institutional and
other private investors regarding investment and trading in securities and other
financial instruments. All of the securities of the Issuer reported herein as
beneficially owned by KJ Advisors, Inc. are held in one or more managed
brokerage accounts over which KJ Advisors, Inc., as General Partner of
Metropolitan Capital Partners II, L.P. has discretionary trading authority (the
"Managed Accounts").
Metropolitan Capital III, Inc. is a privately owned Delaware
corporation, the principal business of which is to act as General Partner of
Metropolitan Capital Partners III, L.P. Metropolitan Capital Partners III, L.P.
is a privately owned partnership which renders investment management and
advisory services to Metropolitan International, which is in the business of
purchasing, for investment and trading purposes, securities and other financial
instruments.
BGN is a limited liability company, which is in the business of
purchasing, for investment and trading purposes, securities and other financial
instruments.
Jeffrey E. Schwarz and Karen Finerman are each United States citizens
residing in the State of New York whose principal occupations are as executive
officers and Directors of Metropolitan Capital, KJ Advisors, Inc., and
Metropolitan Capital III, Inc. Jeffrey E. Schwarz and Karen Finerman are also
the Managing Members of BGN.
(d) No events have occurred which would be required to be reported
under the provisions of this Item.
(e) No events have occurred which would be required to be reported
under the provisions of this Item.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
The source of the funds used by Metropolitan Capital to purchase
Preferred Stock on behalf of Bedford Falls, was working capital. The approximate
aggregate amount of funds used to purchase such securities for Bedford Falls was
$3,300,000. All such securities were acquired directly from the Issuer in a
privately negotiated transaction.
The source of funds used to purchase Preferred Stock on behalf of
Metropolitan International was working capital. The approximate aggregate amount
of funds used to purchase such securities was $1,900,000. All such securities
were acquired directly from the Issuer in a privately negotiated transaction.
The source of funds used to purchase Preferred Stock on behalf of BGN
was working capital in the approximate aggregate amount of $750,000. Working
capital was provided by contributions of members. All such securities were
acquired directly from the Issuer in a privately negotiated transaction.
The sources of funds used to purchase Common Stock on behalf of the
Managed Accounts was equity capital in the Managed Accounts. The aggregate
amount of funds used to purchase such securities for the Managed Accounts was
$200,000.
<PAGE> 11
CUSIP No. 097189-10-4 Page 11 of 20 Pages
ITEM 4. PURPOSE OF THE TRANSACTION
The purpose of the transaction for each of the Reporting Persons is for
investment. Each Reporting Person may from time to time make additional
purchases of the Issuer's Common Stock, $.001 par value per share ("Common
Stock"), or other securities of the Company, and may dispose of any or all of
such securities or of the Issuer's Common Stock held by it into which the
Preferred Stock may be converted. Each of the Reporting Persons, along with
certain other persons, purchased the Preferred Stock pursuant to a Convertible
Preferred Stock Purchase Agreement described in Item 6 hereto.
Other than as described in Item 6 hereto, none of the Reporting Persons
has made any proposals to the Company which relates to, or could result in, any
of the matters referenced in paragraphs (b) through (j), inclusive, of Item 4 of
Schedule 13D, but such matters may be discussed or considered by the Company's
Board of Director's from time to time, including Jeffrey Schwarz, a director of
the Company and a Reporting Person. The Reporting Persons may, at any time and
from time to time, review or reconsider their positions with respect to the
Issuer, and may change their intentions as stated above. The Reporting Persons
may separately or together communicate with management and other shareholders of
the Company with respect to their investment in or interest in the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (b) The beneficial ownership and voting and dispositive power of each of the
Reporting Persons over Preferred Stock of the Issuer as of the date hereof is as
follows:
(i) Metropolitan Capital has purchased no shares of Preferred
Stock of the Issuer for its own account. However, Metropolitan
Capital may be deemed to have indirect beneficial ownership of
the 33,000 shares of Preferred Stock purchased for the account
of Bedford Falls. Such Preferred Stock presently is
convertible into 613,965 shares which would represent 22.6% of
Common Stock of the Issuer, and thus Metropolitan Capital may
be deemed to have shared voting and dispositive power with
Bedford Falls over such shares of Common Stock.
(ii) Metropolitan Capital III, Inc. has purchased no shares of
Preferred Stock of the Issuer solely for its own account.
However, by reason of its position as General Partner of
Metropolitan Capital Partners III, L.P., which has
discretionary voting and dispositive power over the assets of
Metropolitan International, Metropolitan Capital III, Inc. may
be deemed to have shared voting and dispositive power over the
19,000 shares of Preferred Stock owned by Metropolitan
International which presently are convertible into 353,495
shares which would represent 14.4% of the Common Stock of the
Issuer.
(iii) Jeffrey Schwarz may be deemed the beneficial owner of 61,500
shares of Preferred Stock (which presently are convertible
into 1,144,208 shares which would represent 35.2% of the
Common Stock of the Issuer) as a result of his being a
director, executive officer and controlling stockholder of
Metropolitan Capital and Metropolitan Capital III, Inc., a
director, executive officer, and controlling stockholder of KJ
Advisors, and a Managing Member of BGN. Jeffrey Schwarz does
not beneficially own any shares of Preferred Stock or Common
Stock of the Issuer other than through such positions.
<PAGE> 12
CUSIP No. 097189-10-4 Page 12 of 20 Pages
(iv) Karen Finerman may be deemed the beneficial owner of 61,500
shares of Preferred Stock which presently are convertible into
1,144,208 shares which would represent 35.2% of the Common
Stock of the Issuer) as a result of her being a director and
executive officer of Metropolitan Capital, a director,
executive officer and stockholder of Metropolitan Capital III,
Inc., a director, executive officer, and controlling
stockholder of KJ Advisors, and a Managing Member of BGN.
Karen Finerman does not beneficially own any shares of
Preferred Stock or Common Stock of the Issuer other than
through such positions.
The number of shares beneficially owned and the percentage of outstanding
shares represented thereby, for each of the Reporting Persons, have been
computed in accordance with Rule 13D-3 under the Securities Exchange Act of
1934, as amended. The percentages of ownership described above are based on the
2,103,126 shares of Common Stock reported outstanding by the Issuer prior to the
conversion of any Preferred Stock and reflects the Issuer's repurchase of
3,701,919 shares of Common Stock from Geotek Communications Inc. on November 26,
1997 and the sale of 46,295 shares of Common Stock on such date.
(c) Transactions in the class of Securities reported on herein effected
within the last sixty (60) days by Metropolitan Capital on behalf of Bedford
Falls are as follows. All such transactions comprise privately negotiated
purchases of Preferred Stock directly from the Issuer unless otherwise
indicated.
DATE NO. OF SHARES PRICE PER SHARE TOTAL
---- ------------- --------------- -----
11/26/97 33,000* $5.375 $3,300,000
*The foregoing 33,000 shares of Preferred Stock presently are convertible into
613,965 shares of the Issuer's Common Stock, $.001 par value per share.
Transactions in the class of Securities reported on herein effected within
the last sixty (60) days by Metropolitan Capital III, Inc., for and on behalf of
Metropolitan International are as follows. All such transactions comprise
privately negotiated purchases of Preferred Stock directly from the Issuer
unless otherwise indicated.
DATE NO. OF SHARES PRICE PER SHARE TOTAL
---- ------------- --------------- -----
11/26/97 19,000* $5.375 $1,900,000
*The foregoing 19,000 shares of Preferred Stock presently are convertible into
353,495 shares of the Issuer's Common Stock, $.001 par value per share.
Transactions in the class of Securities reported on herein effected within
the last sixty (60) days by Jeffrey E. Schwarz and Karen Finerman, for and on
behalf of BGN are as follows. All such transactions comprise privately
negotiated purchases of Preferred Stock directly from the Issuer unless
otherwise indicated.
DATE NO. OF SHARES PRICE PER SHARE TOTAL
---- ------------- --------------- -----
11/26/97 7,500* $5.375 $750,000
*The foregoing 7,500 shares of Preferred Stock presently are convertible into
139,538 shares of the Issuer's Common Stock, $.001 par value per share.
<PAGE> 13
CUSIP No. 097189-10-4 Page 13 of 20 Pages
Transactions in the class of securities reported on herein effected within
the last sixty (60) days for and on behalf of the Managed Accounts are as
follows.
DATE NO. OF SHARES PRICE PER SHARE TOTAL
---- ------------- --------------- -----
11/26/97 2,000* $5.375 $200,000
*The foregoing 2,000 shares of Preferred Stock presently are convertible into
37,210 shares of the Issuer's Common Stock, $.001 par value per share.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Each of the Reporting Persons together with unrelated other investors
(collectively, the "Investors") purchased the Preferred Stock pursuant to a
Convertible Preferred Stock Purchase Agreement dated November 26, 1997 (the
"Agreement"). Pursuant to the terms of the Agreement, the Issuer agreed to issue
to the Investors (including each of the Reporting Persons) an aggregate 200,000
shares of its Preferred Stock for an aggregate purchase price of $20,000,000.
Such Preferred Stock presently is convertible into an aggregate 3,721,000 shares
which would represent an aggregate of 63.9% of the Issuer's Common Stock after
conversion. The Agreement also provided for the resignation of certain of the
Issuer's former members of its Board of Directors and for the election of
Jeffrey Schwarz (a Reporting Person), Daniel Schwartz, Jon Guss and Michael
Fleischer to the Issuer's Board of Directors and to certain committees of the
Board of Directors. Other than their common actions and agreements with the
Company, as set forth in the Agreement, entered into by each of the Investors,
the Reporting Persons have no other agreements or understandings with respect to
the purchase or sale of Preferred Stock or Common Stock, and the Reporting
Persons disclaim the existence of a group for any purpose.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Agreement of Joint Filing.
<PAGE> 14
CUSIP No. 097189-10-4 Page 14 of 20 Pages
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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
Metropolitan Capital Advisors, Inc.
By: /s/ Jeffrey E. Schwarz
-------------------------------------------
Jeffrey E. Schwarz, Chief Executive Officer
Dated as of: December 5, 1997
<PAGE> 15
CUSIP No. 097189-10-4 Page 15 of 20 Pages
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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
BGN Investors, LLC
By: /s/ Jeffrey E. Schwarz
-----------------------------------
Jeffrey E. Schwarz, Managing Member
Dated as of: December 5, 1997
<PAGE> 16
CUSIP No. 097189-10-4 Page 16 of 20 Pages
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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
Metropolitan Capital III, Inc.
By: /s/ Jeffrey E. Schwarz
-------------------------------------------
Jeffrey E. Schwarz, Chief Executive Officer
Dated as of: December 5, 1997
<PAGE> 17
CUSIP No. 097189-10-4 Page 17 of 20 Pages
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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
By: /s/ Jeffrey E. Schwarz
--------------------------
Jeffrey E. Schwarz
Dated as of: December 5, 1997
<PAGE> 18
CUSIP No. 097189-10-4 Page 18 of 20 Pages
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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
By: /s/ Karen Finerman
----------------------------
Karen Finerman
Dated as of: December 5, 1997
<PAGE> 19
CUSIP No. 097189-10-4 Page 19 of 20 Pages
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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
Bedford Falls Investors, L.P.
By: Metropolitan Capital Advisors, L.P.,
its General Partner
By: Metropolitan Advisors, Inc.,
its General Partner
By: /s/ Karen Finerman
----------------------
Karen Finerman
Dated as of: December 5, 1997
<PAGE> 20
CUSIP No. 097189-10-4 Page 20 of 20 Pages
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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
Metropolitan Capital Advisors International Limited
By: Metropolitan Capital Partners III, L.P.,
its Investment Advisor
By: Metropolitan Capital III, Inc.,
its General Partner
By: /s/ Karen Finerman
----------------------
Karen Finerman
Dated as of: December 5, 1997
<PAGE> 21
EXHIBIT A
AGREEMENT OF JOINT FILING
BOGEN COMMUNICATIONS INTERNATIONAL, INC.
PREFERRED STOCK, $0.001 PAR VALUE PER SHARE
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the join filing on behalf of each of them of a Statement on Schedule 13D and
any and all amendments thereto, with respect to the above referenced securities
and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts each of which
shall be deemed to be an original and all of which together shall be deemed to
constitute one and the same Agreement.
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this
5th day of December, 1997.
METROPOLITAN CAPITAL ADVISORS, INC. METROPOLITAN CAPITAL III, INC.
By: /s/ Karen Finerman By: /s/ Karen Finerman
--------------------------- -----------------------------
Karen Finerman, President Karen Finerman, President
/s/ Jeffrey E. Schwarz /s/ Karen Finerman
- ------------------------------- -----------------------------
Jeffrey E. Schwarz, Individually Karen Finerman, Individually
BEDFORD FALLS INVESTORS, L.P. METROPOLITAN CAPITAL ADVISORS
INTERNATIONAL LIMITED
By: Metropolitan Capital Advisors, By: Metropolitan Capital
L.P., Partners III, L.P.,
its General Partner its Investment Advisor
By: Metropolitan Advisors, Inc., By: Metropolitan Capital III, Inc.,
its General Partner its General Partner
By: /s/ Karen Finerman By: /s/ Karen Finerman
-------------------------- -------------------------------
Karen Finerman, President Karen Finerman, President
BGN INVESTORS, LLC
By: /s/ Jeffrey E. Schwarz
-------------------------------
Jeffrey E. Schwarz, Managing
Member
