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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2(a)
ATEC Group, Inc.
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(Name of Issuer)
Common Stock - $0.01 par value
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(Title of Class of Securities)
00206X 604
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(CUSIP Number)
David I. Beckett, Esq.
General Counsel
Applied Digital Solutions, Inc.
400 Royal Palm Way, Suite 410
Palm Beach, Florida 33480
Tel: (561) 366-4800
Fax: (561) 366-0002
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 2000
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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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [ ]
(Continued on following pages)
(Page 1 of 11 Pages)
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CUSIP No. 00206X 604 Schedule 13D Page 2 of 11 Pages
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1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Applied Digital Solutions, Inc. 43-1641533
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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*
00
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
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7 SOLE VOTING POWER 1,298,640
NUMBER OF SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 1,298,640
PERSON WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER None
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,298,640 shares of Common Stock
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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)
16.1%*
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14) TYPE OF REPORTING PERSON*
CO
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* Share ownership numbers and percentages are approximations for the reasons
stated in Item 5 of this Schedule 13D. The reporting person is the beneficial
owner of all of the reported shares although record ownership varies.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 00206X 604 Schedule 13D Page 3 of 11 Pages
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Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Schedule 13D") relates to shares of
Common Stock, par value $0.01 per share (the "Shares"), of ATEC Group, Inc., a
Delaware corporation ("ATEC" or the "Company"). The principal executive offices
of ATEC are located at 69 Mall Drive, Commack, New York 11725.
Item 2. Identity and Background.
(a)-(c), (f) The name, state of incorporation and business address of the
person filing this statement (the "Reporting Person") is:
Applied Digital Solutions, Inc., a Missouri corporation
400 Royal Palm Way,
Suite 410 Palm Beach, Florida 33480
Applied Digital Solutions is a leading edge, single-source provider of
e-business solutions. The company differentiates itself in the marketplace by
enabling e-business through Computer Telephony Internet Integration (CTII) (the
integration of computer, telecom and the Internet). The company's goal is to be
a single source e-business provider that mid-size companies can turn to for
intelligently connecting their business processes via telephone or computer,
with their customers, suppliers and partners to deliver the results expected
from the emerging e-business market. The Reporting Person's services integrate
Web front-end applications with back-end enterprise resources either by
telephone, computer/software or both. Applied Digital Solutions provides end to
end solutions that enable e-business optimization while powering e-business
initiatives through intelligent collaboration and customer interaction.
Information relating to the directors and executive officers of the
Reporting Person is contained in Appendix A attached hereto and is incorporated
herein by reference.
(d) and (e) Neither the Reporting Person nor, to the best of its knowledge,
any of the persons listed in Appendix A has, during the last five years, (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which has resulted in 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.
The Reporting Person acquired an interest in the Shares in connection with
the execution of a stock purchase agreement (see Item 5 below) pursuant to which
the Reporting Person will acquire the Shares from the current holders thereof,
Surinder Rametra and Nirmala Rametra. Pursuant to the stock purchase agreement,
the Reporting Person will issue shares of its own common stock upon consummation
of the stock purchase agreement in payment of the full purchase price
thereunder. No other financing is required to effect the transaction.
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CUSIP No. 00206X 604 Schedule 13D Page 4 of 11 Pages
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Item 4. Purpose of Transaction.
The Reporting Person entered into a Stock Purchase Agreement with Surinder
Rametra and Nirmala Rametra dated as of October 27, 2000 (together with a letter
from Surinder Rametra and Nirmala Rametra dated the same date, the "Purchase
Agreement"), a copy of which is attached as an exhibit hereto and hereby
incorporated herein by reference. The Reporting Person entered into the Purchase
Agreement with the intent of acquiring a significant financial stake in the
Issuer. In connection with the execution of the Purchase Agreement, the Issuer
appointed a representative of the Reporting Person to the Issuer's Board of
Directors, and also appointed two other independent directors approved by the
Reporting Person. Consummation of the Purchase Agreement is contingent upon the
effectiveness of a registration statement with respect to shares of the
Reporting Person to be issued in connection with such consummation. As a result
of the transaction, each share of common share of the Issuer being acquired will
be exchanged for $7.00 worth of the Reporting Person's common stock.
Also on October 27, 2000, Surinder Rametra and Nirmala Rametra executed an
irrevocable proxy (the "Proxy") providing the Reporting Person with the right to
vote the Shares of Common Stock to be acquired by the Reporting Person pending
the closing.
The Purchase Agreement includes the right of the Reporting Person to
acquire up to an additional 342,000 shares of common stock of the Issuer from
Surinder Rametra prior to January 31, 2001, by causing Surinder Rametra to
exercise additional stock options that he holds and then sell such shares to the
Reporting Person.
Item 5. Interest in Securities of the Issuer.
(a) and (b). As of October 27, 2000, under the definition of "beneficial
ownership" as set forth in Rule 13d-3 under the Exchange Act, the Reporting
Person may be deemed to have beneficial ownership of 1,298,640 shares of Common
Stock of the Issuer pursuant to the Purchase Agreement, constituting
approximately 16.1% of the outstanding shares of Common Stock of the Issuer
(based on (i) 7,347,689 shares of Common Stock outstanding on September 20,
2000, and (ii) the issuance of 705,000 shares of Common Stock to Surinder
Rametra upon exercise of certain stock options prior to the Closing and pursuant
to the Purchase Agreement). Including the additional 342,000 shares of Common
Stock that may be acquired by the Reporting Person following the exercise of
other stock options held by Surinder Rametra and the sale thereof to the
Reporting Person pursuant to the Purchase Agreement, the percentage of the
Common Stock that the Reporting Person may be deemed to have beneficial
ownership of would be 19.5%. Upon execution of the Purchase Agreement and
delivery of the Proxy in connection therewith, the Reporting Person obtained the
sole power to vote such shares of Common Stock. Unless and until the Closing
under the Purchase Agreement occurs and the Reporting Person receives the
Shares, the Reporting Person will not have the sole or any shared power to
dispose or to direct the disposition of any Common Stock.
Neither the filing of this Schedule 13D nor any of its contents shall be
deemed to constitute an admission that the Reporting Person is the beneficial
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CUSIP No. 00206X 604 Schedule 13D Page 5 of 11 Pages
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owner of the Common Stock referred to herein for purposes of Section 13(d) of
the Exchange Act or for any other purpose, and such beneficial ownership is
expressly disclaimed.
(c) Except as set forth in this Item 5, to the best knowledge of the
Reporting Person, neither the Reporting Person nor any director or executive
officer of the Reporting Person and no other person described in Item 2 hereof
has beneficial ownership of, or has engaged in any transaction during the past
60 days in, any shares of Common Stock.
(d) Unless and until the Closing under the Purchase Agreement occurs and
the Reporting Person receives the Common Stock, none of the Reporting Person or
any of its designees will have any right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, any shares of
Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
As described above, on October 27, 2000, Surinder Rametra and Nirmala
Rametra executed the Proxy providing the Reporting Person with the right to vote
the Shares of Common Stock to be acquired by the Reporting Person pending the
closing. A copy of the Proxy is attached hereto as an exhibit and incorporated
herein by this reference.
Item 7. Material to be Filed as Exhibits.
Attached hereto or incorporated herein as exhibits are the following
documents:
1. Stock Purchase Agreement by and between Applied Digital Systems, Inc. and
Surinder Rametra and Nirmala Rametra dated as of October 27, 2000.
2. Letter dated October 27, 2000 from Surinder Rametra and Nirmala Rametra to
Applied Digital Solutions, Inc.
3. Irrevocable Proxy of Surinder Rametra and Nirmala Rametra dated as of October
27, 2000.
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CUSIP No. 00206X 604 Schedule 13D Page 6 of 11 Pages
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SIGNATURE
After due 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.
Dated: November 8, 2000
Applied Digital Solutions, Inc.
By: /s/ David A. Loppert
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Name: David A. Loppert
Title: Vice President, Chief
Financial Officer
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CUSIP No. 00206X 604 Schedule 13D Page 7 of 11 Pages
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Appendix A
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF APPLIED DIGITAL SOLUTIONS, INC.
Set forth below are the name, current business address, citizenship and the
present principal occupation or employment and material occupations, positions,
offices or employments for the past five years of each director and executive
officer of Applied Digital Solutions, Inc. The principal address of Applied
Digital Solutions, Inc. and, unless otherwise indicated below, the current
business address for each individual listed below is 400 Royal Palm Way, Suite
410, Palm Beach, Florida 33480. Unless otherwise indicated, each such person is
a citizen of the United States. Unless otherwise indicated, each occupation set
forth opposite the individual's name refers to employment with Applied Digital
Solutions, Inc.
Name and Current Present Principal Occupation or Employment;
Business Address Material Positions Held During the Past Five Years
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Arthur F. Noterman Mr. Noterman, a Chartered Life Underwriter, has
served as a Director since February 1997, and
serves on the Audit Committee of the Board of
Directors of the Company. An operator of his own
insurance agency, Mr. Noterman is a registered
NASD broker affiliated with a Chicago, Illinois
registered broker/dealer. Mr. Noterman attended
Northeastern University from 1965 to 1975 and
obtained the Chartered Life Underwriters
Professional degree in 1979 from The American
College, Bryn Mawr, Pennsylvania.
Constance K. Weaver Ms. Weaver, was elected to the Board of Directors
in July 1998 and serves on the Compensation and
Audit Committees of the Board of Directors of the
Company. From 1996 to the present, Ms. Weaver has
been Vice President, Investor Relations and
Financial Communications for AT&T Corporation.
From 1995 through 1996 she was Senior Director,
Investor Relations and Financial Communications
for Microsoft Corporation. From 1993 to 1995 she
was Vice President, Investor Relations, and from
1991 to 1993 she was Director of Investor
Relations, for MCI Communications, Inc. Ms. Weaver
is a director of Primark Corporation and the
National Investor Relations Institute (NIRI). She
earned a Bachelor of Science degree from the
University of Maryland in 1975.
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CUSIP No. 00206X 604 Schedule 13D Page 8 of 11 Pages
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Name and Current Present Principal Occupation or Employment;
Business Address Material Positions Held During the Past Five Years
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Richard S. Friedland Mr. Friedland, was elected to the Board of
Directors in October 1999 and is Chairman of the
Audit Committee and serves on the Compensation
Committee of the Board of Directors of the
Company. He was previously associated with General
Instrument Corporation. During his 19-year tenure,
he held various executive positions, including
Chief Financial Officer, President and Chief
Operating Officer. In 1995, he was appointed
Chairman of the Board and Chief Executive Officer.
Mr. Friedland currently serves on the boards of
Tech-Sym Corporation, Zilog, Inc. and Video
Network Communications, Inc., as well as several
development stage companies. He earned a Bachelor
of Science degree in Accounting from Ohio State
University in 1972 and a Master of Business
Administration degree from Seton Hall University
in 1985.
Richard J. Sullivan Mr. Sullivan, was elected to the Board of
Directors, and named Chief Executive Officer, in
May 1993. He was appointed Secretary in March
1996. He is a member of the Compensation Committee
of the Board of Directors of the Company. Mr.
Sullivan is currently Chairman of Great Bay
Technology, Inc. From August 1989 to December
1992, Mr. Sullivan was Chairman of the Board of
Directors of Consolidated Convenience Systems,
Inc., in Springfield, Missouri. He has been the
Managing General Partner of The Bay Group, a
merger and acquisition firm in New Hampshire,
since February 1985. Mr. Sullivan was formerly
Chairman and Chief Executive Officer of
Manufacturing Resources, Inc., an MRP II software
company in Boston, Massachusetts, and was Chairman
and CEO of Encode Technology, a "Computer-Aided
Manufacturing" Company, in Nashua, New Hampshire
from February 1984 to August 1986. Mr. Sullivan is
married to Angela M. Sullivan.
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CUSIP No. 00206X 604 Schedule 13D Page 9 of 11 Pages
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Name and Current Present Principal Occupation or Employment;
Business Address Material Positions Held During the Past Five Years
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Garrett A. Sullivan Mr. Sullivan, has been President of the Company
since March 1995. He was elected to the Board of
Directors in August 1995. He was acting secretary
of the Company from March 1995 to March 1996 and
acting Chief Financial Officer from March 1995 to
February 1997. From 1993 to 1994 he was an
Executive Vice President of Envirobusiness, Inc.
From 1988 to 1993, he served as president and
chief operating officer of two companies in the
electronics and chemical industries which were
owned by Philips North America. He was previously
a partner in The Bay Group, a merger and
acquisition firm in New Hampshire, from 1988 to
1993. From 1981 to 1988, Mr. Sullivan was
President of Granada Hospital Group, Burlington,
Massachusetts. He earned a Bachelor of Arts degree
from Boston University in 1960 and an MBA from
Harvard University in 1962. Mr. Sullivan is not
related to Richard J. Sullivan.
Daniel E. Penni Mr. Penni, has served as a Director since March
1995 and is Chairman of the Compensation
Committee, and serves on the Audit Committees of
the Board of Directors of the Company. Since March
1998, he has been an Area Executive Vice President
for Arthur J. Gallagher & Co., an insurance
agency. He has worked in many sales and
administrative roles in the insurance business
since 1969. He was President of the Boston
Insurance Center, Inc., an insurance agency, until
1988. Mr. Penni was founder and President of BIC
Equities, Inc., a broker/dealer registered with
the NASD. Mr. Penni graduated with a Bachelor of
Science degree in 1969 from the School of
Management at Boston College.
Angela M. Sullivan Ms. Sullivan, has served as a Director since April
1996 and serves on the Compensation Committee of
the Board of Directors of the Company. From 1988
to the present, Ms. Sullivan has been a partner in
The Bay Group, a private merger and acquisition
firm, President of Great Bay Technology, Inc., and
President of Spirit Saver, Inc. Ms. Sullivan
earned a Bachelor of Science degree in Business
Administration in 1980 from Salem State College.
Ms. Sullivan is married to Richard J. Sullivan.
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CUSIP No. 00206X 604 Schedule 13D Page 10 of 11 Pages
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Name and Current Present Principal Occupation or Employment;
Business Address Material Positions Held During the Past Five Years
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Jerome C. Artigliere Mr. Artigliere joined a subsidiary of the Company
as President in January 1998, and was appointed
Vice President of the Company in April 1998, and
Treasurer in December 1999. From 1996 to 1997 he
was Regional Vice President at General Electric
Capital Corporation in Portsmouth, NH. Prior to
that, from 1994 to 1996 he was State Vice
President at First National Bank in Portsmouth,
NH, a commercial bank subsidiary of Peoples
Heritage Bank of Portland, MA. He earned an
undergraduate degree in finance from Seton Hall
University in 1977, and an MBA from Fairleigh
Dickinson University in 1980. Mr. Artigliere
joined a subsidiary of the Company as President in
January 1998, and was appointed Vice President of
the Company in April 1998, and Treasurer in
December 1999. From 1996 to 1997 he was Regional
Vice President at General Electric Capital
Corporation in Portsmouth, NH. Prior to that, from
1994 to 1996 he was State Vice President at First
National Bank in Portsmouth, NH, a commercial bank
subsidiary of Peoples Heritage Bank of Portland,
MA. He earned an undergraduate degree in finance
from Seton Hall University in 1977, and an MBA
from Fairleigh Dickinson University in 1980.
Michael E. Krawitz Mr. Krawitz joined the Company as Assistant Vice
President and General Counsel in April 1999, and
was appointed Vice President and Assistant
Secretary in December 1999. From 1994 to April
1999, Mr. Krawitz was an attorney with Fried,
Frank, Harris, Shriver & Jacobson in New York. Mr.
Krawitz earned a Bachelor of Arts degree from
Cornell University in 1991 and a juris doctorate
from Harvard Law School in 1994.
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CUSIP No. 00206X 604 Schedule 13D Page 11 of 11 Pages
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Name and Current Present Principal Occupation or Employment;
Business Address Material Positions Held During the Past Five Years
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David A. Loppert Mr. Loppert joined the Company as Vice President
and Chief Financial Officer in February 1997. From
1996 to 1997, he was Chief Financial Officer of
Bingo Brain, Inc. From 1994 to 1996, he was Chief
Financial Officer of both C.T.A. America, Inc.,
and Ricochet International, L.L.C. Prior to that
he was Senior Vice President, Acquisitions and Due
Diligence, of Associated Financial Corporation.
Mr. Loppert started his financial career with
Price Waterhouse in 1978, in Johannesburg, South
Africa, before moving to their Los Angeles Office
in 1980 where he rose to the position of Senior
Manager. He holds Bachelor degrees in both
Accounting and Commerce, as well as a Higher
Diploma in Accounting, all from the University of
the Witwatersrand, Johannesburg. Mr. Loppert was
designated a Chartered Accountant (South Africa)
in 1980.
