UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Aydin Corporation
(Name of issuer)
Common Stock, $1.00 par value
(title of class of securities)
054681 10 1
(CUSIP number)
Joseph J. Devine, Esquire
Mesirov Gelman Jaffe Cramer & Jamieson
1735 Market Street
Philadelphia, PA 19103
215-994-1138
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(Name, address and telephone number of persons authorized
to receive notices and communications)
October 8, 1996
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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 / /.
Check the following box if a fee is being paid with this
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.
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* 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>
SCHEDULE 13D
CUSIP NO. 054681 10 1 | 13D | PAGE 2 OF 5
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EA Industries, Inc.
21-0606484
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC, OO
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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
New Jersey
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| 7 SOLE VOTING POWER
| 596,927
NUMBER OF SHARES |---------------------------------------------
BENEFICIALLY OWNED | 8 SHARED VOTING POWER
BY EACH REPORTING | 0
PERSON WITH |---------------------------------------------
| 9 SOLE DISPOSITIVE POWER
| 596,927
|---------------------------------------------
| 10 SHARED DISPOSITIVE POWER
| 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
596,927
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
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14 TYPE OF REPORTING PERSON CO, HC--------------------
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(2)
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PAGE 3 OF 5
Item 1. Security and Issuer
Common Stock, $1 Par Value
Aydin Corporation ("Aydin"), 700 Dresher Road, Horsham, PA 19044
Item 2. Identity and Background
EA Industries, Inc. ("EAI") is a corporation organized under the laws of the
State of New Jersey with its principal place of business at 185 Monmouth
Parkway, West Long Branch, New Jersey 07764-9989. EAI is a diversified contract
manufacturer primarily serving the electronics industry. In addition, EAI is
involved in developing and marketing new, high technology products.
The following are the names and addresses of the executive officers, directors
and each person who beneficially owns more than 5% of the outstanding shares of
Common Stock of EAI:
Irwin L. Gross Chairman of the Board
Joseph R. Spalliero, Sr. President and Chief
Executive Officer and
Director
Jules M. Seshens Executive Vice President
and Director
Howard P. Kamins, Esq. General Counsel, Vice
President and Assistant
Secretary
Stanley O. Jester Vice President and Chief
Financial Officer
Paul E. Finer Vice President
Richard P. Jaffe Secretary
Seth Joseph Antine Director
Mark S. Hauser Director
Bruce P. Murray Director
David I. Reibstein Director
William Spier Director
Broad Capital Holder of in excess of 5% of
Associates, Inc. the Company's Common Stock,
152 W. 57th Street as computed, including all
New York, NY 10019 securities deemed outstanding
pursuant to Rule 13d-3(d)(1)
under the Securities Exchange
Act of 1934.
(3)
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PAGE 4 OF 5
Mr. Spalliero's address is 46360 Fremont Boulevard, Fremont, CA 94538. Each of
the other executive officers and directors of EAI has an address of 185 Monmouth
Parkway, West Long Branch, NJ 07764.
To the best knowledge of EAI, none of its executive officers, directors or 5%
stockholders has been convicted in a criminal proceeding in the past five years
or is subject to a civil judgment, decree or final order as described in
Item 2(e).
Item 3. Source and Amount of Funds or Other Consideration
On May 3,1996, the Company completed the sale of convertible debentures in the
aggregate amount of $7,000,000 in a private placement transaction to
approximately 15 individuals and entities. These funds, together with working
capital of EAI, were used to purchase the shares reported hereby.
Item 4. Purpose of Transaction
On May 6, 1996, EAI acquired 596,927 shares of the Common Stock of Aydin
Corporation (the "Shares"). EAI acquired the Shares as an investment and not
with a view to or for sale in connection with any distribution thereof within
the meaning of the Securities Act of 1933, as amended.
On that date Ayhan Hakimoglu resigned as Aydin's Chairman of the Board and Chief
Executive Officer. In addition, EAI's Chairman was elected to serve on the Board
of Directors of Aydin.
Following acquisition of the Shares of Aydin Common Stock, EAI initiated
discussions with the Board of Directors of Aydin concerning a possible merger or
other combination with Aydin. After several months of discussions, due diligence
reviews and negotiations, EAI made a final offer which it considered a fair and
reasonable offer to merge with Aydin. On October 8, 1996, EAI's final offer was
rejected by the Aydin Board of Directors. As a result, EAI withdrew its offer
and terminated its merger discussions with Aydin. At the present time, EAI
continues to hold its Aydin Shares as an investment, but EAI may at some time
borrow against such Shares, sell all or a portion of such Shares or otherwise
use or dispose of such Shares in another fashion.
Item 5. Interest in Securities of the Issuer
EAI purchased the Shares in a private purchase from the then Chairman and Chief
Executive officer of Aydin. The purchase price for such Shares was $18 per Share
or an aggregate of $10,744,686
(4)
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PAGE 5 OF 5
and the purchase represented approximately 11.6% of the outstanding Shares of
common stock of Aydin, based on the most recent filing of Aydin with the
Securities and Exchange Commission.
EAI has sole power to vote or direct the vote of the Shares and the power to
dispose or direct the disposition of the Shares. EAI owns no other interest in
Aydin and to its knowledge none of the individuals named in Item 2 has any
interest in the shares of Aydin or has participated in any action involving such
shares in the past sixty days.
Item 6. Contracts, Agreements, Understandings or Relationships with
Respect to Securities of the Issuer.
To the best knowledge of EAI, no contracts, arrangements, understandings or
relationships described in Item 6 exist among the persons named in Item 2 or
between such persons and any person, except for the Stock Purchase Agreement
pursuant to which EAI purchased the Shares. Such Stock Purchase Agreement is
filed herewith as an Exhibit and is referenced as such in Item 7 hereof.
Item 7. Material to be Filed as Exhibits.
*1. Stock Purchase Agreement by and between EAI and Ayhan Hakimoglu
*2. Form of Subscription Agreement and Convertible Debenture
Agreement
*3. Letter Agreement dated May 1, 1996 regarding placement fees
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* Previously filed
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
EA INDUSTRIES, INC.
By: /s/ Howard P. Kamins
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Howard P. Kamins
Title: General Counsel, Vice President
November 8, 1996
(5)
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