<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Boca Research, Inc.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
096888-10-2
(CUSIP Number)
Stephen R. Rusmisel
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
(212) 858-1442
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
_______December 13, 1999_______
(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) 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
Page 2 of 12 Pages
SCHEDULE 13D
CUSIP NO. 096888-10-2
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alexander Hafele
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
1,747,965
BENEFICIALLY OWNED BY
8. SHARED VOTING POWER
EACH PERSON WITH 0
9. SOLE DISPOSITIVE POWER
1,747,965
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,747,965
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
________________________15.3%___________________________________________________
14. TYPE OF REPORTING PERSON
IN
<PAGE> 3
Page 4 of 12 Pages
SCHEDULE 13D
CUSIP NO. 096888-10-2
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gerhard Harlos
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
1,747,965
BENEFICIALLY OWNED BY
8. SHARED VOTING POWER
EACH PERSON WITH 0
9. SOLE DISPOSITIVE POWER
1,747,965
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,747,965
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
_____________________________15.3%______________________________________________
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE> 4
Page 3 of 12 Pages
SCHEDULE 13D
CUSIP NO. 096888-10-2
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Infomatec Integrated Information Systems AG
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not applicable.
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Infomatec Integrated Information Systems AG is organized under
the laws of the Federal Republic of Germany
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
1,747,965
BENEFICIALLY OWNED BY
8. SHARED VOTING POWER
EACH PERSON WITH 0
9. SOLE DISPOSITIVE POWER
1,747,965
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,747,965
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES <G116>
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
________________________15.3%___________________________________________________
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
SCHEDULE 13D
shapeType202fFlipH0fFlipV0lTxid65536hspNext1033CUSIP NO. 096888-10-2
CUSIP NO. 096888-10-2
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Infomatec AG International, Inc.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Infomatec AG International Inc. is organized under the laws of
the State of Delaware
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
1,747,965
BENEFICIALLY OWNED BY
8. SHARED VOTING POWER
EACH PERSON WITH 0
9. SOLE DISPOSITIVE POWER
1,747,965
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,747,965
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
15.3%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
<PAGE> 5
Page 5 of 12 Pages
SCHEDULE 13D
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, par value $.01 (the "Shares") of Boca Research, a Florida
corporation (the "Issuer"). The principal executive offices of the Issuer are
1377 Clint Moore Road, Boca Raton, FL 33487.
Item 2. Identity and Background.
(a) Names of Persons Filing. This amendment is being filed jointly by
Alexander Hafele, Gerhard Harlos, Infomatec Integrated Information Systems AG, a
corporation organized under the laws of The Federal Republic of Germany
("Infomatec") and Infomatec AG International Inc. ("Infomatec U.S."), a Delaware
corporation (collectively, the "Reporting Persons"). The principal business of
Infomatec is high-end software for e-commerce and trade, which is conducted at
its principal office at the address as set forth in Paragraph (b) below. The
principal business of Infomatec U.S. is to hold the 1,747,965 shares of the
Issuer and to make future investments. Its address is also set forth in
Paragraph (b) below. The Joint Filing Agreement among the Reporting Persons was
filed as Exhibit A to the Schedule 13D filed on August 5, 1999 by the Reporting
Persons.
(b) Business Addresses. The business address of Infomatec and of
Alexander Hafele and Gerhard Harlos, is Steinerne Furt 76, 86167 Augsburg,
Germany. The business address of Infomatec U.S. is c/o Winthrop, Stimson, Putnam
& Roberts, One Battery Park Plaza, New York, New York 10004-1490.
(c) Employment. The present principal occupation of each of
Alexander Hafele and Gerhard Harlos, is as co-chief executives of Infomatec,
respectively.
(d) Convictions. None of the Reporting Persons has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Civil Proceedings. None of the Reporting Persons has, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to federal or
state securities law or finding any violation with respect to such laws.
(f) Citizenship. Alexander Hafele and Gerhard Harlos are citizens of
The Federal Republic of Germany.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
On December 13, 1999, the Issuer and Infomatec US entered into an
amendment (the "Amendment"), a copy of which is filed herewith as Exhibit A, to
the Amended Common Stock Purchase Agreement (the "Agreement") a copy of which
was filed as Exhibit B to the Schedule 13D filed on
<PAGE> 6
Page 7 of 12 Pages
August 5, 1999 by the Reporting Persons. Pursuant to the terms of the Amendment,
Infomatec US's purchase rights to acquire additional Shares of the Issuer in
order to maintain its percentage interest in the common stock of the Issuer were
terminated. In addition, pursuant to the Amendment, Infomatec US's rights with
respect to the Board of Directors of the Issuer were modified as follows: (A)
the limitation of nine (9) members of the Issuer's Board of Directors was
removed, and (B) Infomatec US's right to nominate four (4) members of the Board
of Directors of the Issuer was modified to provide that Infomatec US shall have
the right to nominate two (2) members of the Board of Directors, so long as it
owns at least 874,000 shares of the Issuer's common stock originally purchased
by it, and one (1) member of the Board of Directors, so long as it owns at least
437,000 of such shares. If Infomatec US owns less than 437,000 of such shares,
the right to nominate any members of the Board of Directors shall terminate. In
addition, Infomatec US has the right to designate up to two observers to the
Board of Directors meetings so long as it has the right to nominate two members
of the Board of Directors and up to three observers when it is entitled to
nominate one member of the Board of Directors.
Pursuant to the Amendment, Messrs. Hafele and Harlos resigned from the
Issuer's Board of Directors.
The Amendment also provided that in lieu of exercising its
registration rights under the Agreement, Infomatec US may request the consent of
the Issuer to make a private placement of the Shares, which would afford certain
registration rights to the purchaser, if the purchaser makes certain
representations to the Issuer.
From time to time, the Reporting Persons have engaged in discussions
with the Issuer, its officers and directors and other significant shareholders
relating to the Issuer's policies, management, directors, business, operations,
financial condition, strategies and other developments, and Infomatec intends to
engage in such discussions in the future.
From time to time, the Reporting persons may buy additional Shares on
the open market or in privately negotiated purchases, from the Issuer or
otherwise.
Notwithstanding the foregoing, as a significant shareholder of the
Issuer and through representation on the Issuer's Board of Directors, the
Reporting Persons may consider from time to time (i) an extraordinary corporate
transaction, such as a merger or reorganization, involving the Issuer or any of
its subsidiaries, (ii) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries, (iii) material changes in the present
capitalization or dividend policy of the Issuer, (iv) other material changes in
the Issuer's business or corporate structure, (v) changes in the Issuer's
charter and bylaws or other actions which may impede the acquisition of control
of the Issuer by any person, (vi) causing a class of securities of the Issuer to
be delisted from a national securities exchange or to cease to be authorized in
an inter-dealer quotation system of a registered national securities
association, (vii) causing a class of equity securities of the Issuer to become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended or (viii) any action similar to any
of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Infomatec US is the direct beneficial owner of 1,747,965 Shares,
which in the aggregate constitute approximately 15.3% of the outstanding shares
of common stock of the Issuer. As the sole shareholder of Infomatec US,
Infomatec may also be deemed to be the beneficial owner of such shares as may
Messrs. Hafele and Harlos, who each own approximately 35% of the outstanding
stock of Infomatec.
<PAGE> 7
Page 8 of 12 Pages
(b) Infomatec US has the sole power to vote or direct the vote and
disposition of 1,747,965 Shares directly owned by it as described in paragraph
(a), and Infomatec and Messrs. Halfele and Harlos may also be deemed to have
such power.
(c) None of the Reporting Persons has effected any transactions in
Shares during the past 60 days. However, as recited in the Amendment, Infomatec
US exercised and then rescinded its purchase right to acquire additional Shares
in order to maintain its percentage interest in the common stock of the Issuer.
Infomatec US initially intended to acquire 152,444 Shares, but rescinded its
purchase before the Shares were issued.
(d) No other person is known by the Reporting Persons to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of any of the 1,747,965 Shares acquired by Infomatec U.S.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
As described above and as set forth in the Agreement and the Amendment,
the Issuer has granted to Infomatec US the right to nominate two members of the
Board of Directors of the Issuer so long as it continues to own at least 874,000
shares of the Issuer and one member of the Board of Directors of the Issuer so
long as it continues to own at least 437,000 shares of the Issuer. The Issuer
has also granted certain registration rights to Infomatec US with respect to the
Shares.
Except as described in this Schedule 13D, as amended, and the Exhibits
hereto, to the best knowledge of the Reporting Persons, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
EXHIBIT A -- First Amendment to Amended Common Stock Purchase
Agreement dated December 13, 1999.
*By: /s/ Alexander Hafele
-----------------------
Alexander Hafele
*By: /s/ Gerhard Harlos
-----------------------
Gerhard Harlos
<PAGE> 8
Page 9 of 12 Pages
INFOMATEC INTEGRATED INFORMATION
SYSTEMS AG
*By: /s/ Karl Gruns
-------------------------------
Name: Karl Gruns
Title: Chief Financial Officer
INFOMATEC AG INTERNATIONAL, INC.
*By: /s/ Eduard Will
-------------------------------
Name: Eduard Will
Title: Chief Executive Officer
*By: /s/ Eduard Will
pursuant to the Joint
Filing Agreement a copy of
which was filed as Exhibit
A to the Schedule 13D filed
on August 5, 1999.
Dated: December 23, 1999
<PAGE> 1
Exhibit A
FIRST AMENDMENT TO
AMENDED STOCK PURCHASE AGREEMENT
This Agreement is made and entered into this 13th day of December,
1999, by and between BOCA RESEARCH, INC., a Florida corporation (the "Company")
and INFOMATEC AG INTERNATIONAL, INC. ("Infomatec"), as the First Amendment to
the Amended Common Stock Purchase Agreement made as of April 28, 1999 (the
"CSPA") between the parties hereto pursuant to which Infomatec purchased from
the Company 1,747,965 shares of the Company's common stock (the "Shares");
W I T N E S S E T H:
WHEREAS, Section 2.07 of the Common Stock Purchase Agreement provided
Infomatec with the right to maintain its percentage initially acquired in the
Company in the event the Company issued additional shares to third parties; and
WHEREAS, the Company has issued shares to National Semiconductor
Corporation, and as a result of written notice properly provided to Infomatec,
Infomatec notified the Company of its election to exercise its right to maintain
its percentage ownership by letter dated October 7, 1999; and
WHEREAS, Infomatec has subsequently requested the approval of the
Compay to rescind its exercise of such shares in consideration of amending
certain provisions of the Common Stock Purchase Agreement; and
WHEREAS, Infomatec has indicated that if it should wish to dispose of
the Shares it may be to the mutual advantage of Infomatec and the Company to do
so in a private placement and has requested that such alternative be made
available to it under certain conditions to which the Company has agreed.
NOW, THEREFORE, in consideration of the premises and mutual covenants
and promises herein contained, the parties hereto, intending to be bound, hereby
agree as follows:
1. Right to Maintain Percentage:
a) Infomatec is hereby released from fulfilling its obligation to
consummate the written exercise of its right to acquire 152,444 shares from the
Company as a result of the Company's issuance of common stock to National
Semiconductor.
b) Infomatec's Right to Maintain Percentage, as provided for in
Section 2.07 of the Common Stock Purchase Agreement, is hereby terminated,
effective immediately upon the execution of this Agreement, and such rights
shall no longer exist with respect to the subsequent issuances of any shares by
the Company.
2. Board Nominations: Infomatec's rights, pursuant to Section 5.04 of
the Common Stock Purchase Agreement, to maintain a Board of Directors limited to
9 members, of which Infomatec has the right to nominate 4 thereof, shall be
modified in the following respects:
<PAGE> 2
(a) The cap or limitation of 9 members is hereby deleted, so that
there shall be no limit on the number of members of the Board of Directors which
may be appointed other than as provided in the Company's Articles of
Incorporation or By-Laws.
(b) Provided that Infomatec shall own at least 874,000 shares of
the common stock purchased by it from the Company on the closing date of the
Common Stock Purchase Agreement, it shall have the right to nominate two (2)
members to the Board of Directors of the Company. Provided, however, that at
such time as Infomatec shall own less than 874,000 but at least 437,000 of such
shares, such right of nomination shall be reduced to one (1) Board member, and
further provided that if Infomatec shall own less than 437,000 of the shares
purchased under the Common Stock Purchase Agreement, such right to nominate any
members to the Board of Directors shall terminate. Further, during such time as
Infomatec shall be entitled to nominate two members of the Board of Directors,
Infomatec shall have the right to designate up to two (2) observers to the Board
of Directors meetings, and up to three (3) observers during such time as
Infomatec shall be entitled to nominate only one member of the Board of
Directors. Any such observers shall be given notice of Board meetings as is
given to directors. The designation of observers shall be subject to the consent
of the Company if they are other than former directors of the Company, and such
consent shall not be unreasonably withheld.
3. Private Placement. In lieu of exercising its registration rights
under Section 2.08 of the CSPA, Infomatec may request the consent of the
Company to a private placement of the Shares, provided that the purchaser of
the shares makes representations to the Company substantially equivalent to
the representations made in Sections 4.01 through 4.10 of the CSPA and agrees
to be bound by the provisions of Section 5.02 for the balance of the
Standstill Period defined therein and, in the opinion of counsel to the
Company, such private placement would be in compliance with federal and state
securities laws.. If the Company grants such consent (which consent shall not
be unreasonably withheld), the purchaser shall be entitled to the registration
rights set forth in Section 2.08 of the CSPA, to the financial statements and
access to information provided for in Article VI of the CSPA .
4. Entire Agreement. The CSPA, as amended by this Agreement represents
the entire agreement and understanding among the parties hereto with respect to
the subject matter hereof and supersedes any and all prior oral and written
agreements, arrangements and understandings among the parties hereto with
respect to such subject matter. This Agreement shall not be amended,
supplemented or changed, and no provision hereof can be waived except by a
written instrument making specific reference to this Agreement signed by each of
the parties hereto. Except as expressly amended by this Agreement, the CSPA
remains in full force and effect.
5. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same original instrument.
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
Signed, sealed and delivered BOCA RESEARCH, INC.
in the presence of:
_______________________ By: __________________________
Name: __________________________
_______________________ Title: __________________________
INFOMATEC AG INTERNATIONAL, INC.
_______________________ By: __________________________
Name: __________________________
_______________________ Title: __________________________
