SIGNAL TECHNOLOGY CORP
SC 13G, 1997-08-06
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G


                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                            (AMENDMENT NO. ________)*


                          SIGNAL TECHNOLOGY CORPORATION
                  ---------------------------------------------
                                (Name of Issuer)


                                  COMMON STOCK
                  ---------------------------------------------
                         (Title of Class of Securities)


                                    826675100
                      -------------------------------------
                                 (CUSIP Number)


Check the following box if a fee is being paid with this  statement [ ] . (A fee
is not required only if the filing 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).

*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 the
disclosures provided in a prior cover page.

The information required in 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).






                     *SEE INSTRUCTIONS BEFORE FILLING OUT*

                                Page 1 of 6 Pages






- --------------------------------------------------------------------------------
CUSIP No.  826675100               13G        Page     2     of     6     Pages
                                                   ---------    ---------
- -------- -----------------------------------------------------------------------
1        NAME OF REPORTING PERSON
         S.S. or I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON

                              Bernard P. O'Sullivan

- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                        (a) [ ]

                                                        (b) [X]
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
3        SEC USE ONLY


- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
4        CITIZENSHIP OR PLACE OF ORGANIZATION

                            United States of America
- -------- -----------------------------------------------------------------------
- ------------------- ------ -----------------------------------------------------
                    5      SOLE VOTING POWER
    NUMBER OF
                              399,958
      SHARES

                    ------ -----------------------------------------------------
                    ------ -----------------------------------------------------
   BENEFICIALLY     6      SHARED VOTING POWER

     OWNED BY                 300,461

       EACH
                    ------ -----------------------------------------------------
                    ------ -----------------------------------------------------
                    7      SOLE DISPOSITIVE POWER
    REPORTING
                              262,967
      PERSON
                    ------ -----------------------------------------------------
                    ------ -----------------------------------------------------
       WITH         8      SHARED DISPOSITIVE POWER

                              300,461
- --------------------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      465,634
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                     X
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                     6.7%
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
12       TYPE OF REPORTING PERSON*

                     IN
- -------- -----------------------------------------------------------------------


                     *SEE INSTRUCTIONS BEFORE FILLING OUT*

                                Page 2 of 6 Pages







         Item 1(a).                 Name of Issuer

                                    Signal Technology Corporation

         Item 1(b).                 Address of Issuer's Principal Office

                                    975 Benecia Avenue
                                    Sunnyvale, CA  94086

         Item 2(a).                 Name of Person Filing

                                    Bernard P. O'Sullivan

         Item 2(b).                 Address of Principal Business Office,
                                    or if none, Residence

                                    55 Heritage Lane
                                    Weymouth, MA

         Item 2(c).                 Citizenship

                                    United States of America

         Item 2(d).                 Title of Class of Securities

                                    Common Stock

         Item 2(e).                 CUSIP Number

                                    826675100

         Item 3.                    If this  statement  is filed  pursuant to
                                    Rules 13d-1(b),  or 13d-2(b),  check whether
                                    the person filing is a:

                         (a)[ ]     Broker or Dealer  registered under Section
                                    15 of the Act
                         (b)[ ]     Bank as defined in section  3(a)(6) of the
                                    Act.
                         (c)[ ]     Insurance  Company  as defined in section
                                    3(a)(19) of the Act.
                         (d)[ ]     Investment   Company   registered   under
                                    section 8 of the Investment Company Act.
                         (e)[ ]     Investment   Adviser   registered   under
                                    section 203 of the  Investment  Advisers Act
                                    of 1940.
                         (f)[ ]     Employee Benefit Plan,  pension Fund which
                                    is subject to the provisions of the Employee
                                    Retirement Income Security Ac



                                Page 3 of 6 Pages




                                    of 1974 or Endowment
                                    Fund: see section 240.13d-1(b)(1)(ii)(F).
                         (g)[ ]     Parent Holding company, in accordance with
                                    section 240.13d-1(b)(ii)(G)
                                    (Note: See Item 7)
                         (h)[ ]     Group, in accordance with sectio
                                    240.13d-1(b)(1)(ii)(H).

         Item 4.                    Ownership

                                    If the  percent  of the class  owned,  as of
                                    December  31 of  the  year  covered  by  the
                                    statement,  or as of  the  last  day  of any
                                    month  described  in  Rule  13d-1(b)(2),  if
                                    applicable,  exceeds five  percent,  provide
                                    the  following  information  as of that date
                                    and  identify  those shares which there is a
                                    right to acquire.
<TABLE>
<CAPTION>

<S>                                                                                                <C>    
                                    (a)  Amount Beneficially Owned:                                465,634

                                    (b)  Percent of Class:                                            6.7%

                                    (c)  Number of shares as to which such persons has:

                                        (i)  sole power to vote or to direct the vote:         399,958(a)(c)
                                        (ii)  shared power to vote or to direct the vote:      300,461(b)(c)
                                        (iii)  sole power to dispose or to direct the
                                                   disposition of:                                262,967(c)
                                        (iv)  shared power to dispose or to direct the
                                                   disposition of:                             300,461(b)(c)
</TABLE>

                                   NOTE:  (a) Includes  136,991  shares of which
                                   Mr.  O'Sullivan has the right to vote, but in
                                   which William L. Murphy has the entire direct
                                   pecuniary   interest.   (b)  Includes  97,794
                                   shares   held  by  a  trust  of   which   Mr.
                                   O'Sullivan  and his spouse  are the  trustees
                                   and   of   which   his   children   are   the
                                   beneficiaries.  Mr. O'Sullivan  disclaims any
                                   pecuniary  interest in such shares.  (c) Does
                                   not include  27,000 shares held by a trust of
                                   which Mr.  O'Sullivan's spouse is the trustee
                                   and  of  which  his   grandchildren  are  the
                                   beneficiaries.  Mr. O'Sullivan  disclaims any
                                   pecuniary interest in such shares.


         Item 5.                   Ownership of Five Percent or Less of a Class.

                                   If this  statement  is being  filed to report
                                   the  fact  that  as of the  date  hereof  the
                                   reporting   person   has  ceased  to  be  the
                                   beneficial owner of more than five percent of
                                   the class of securities,  check the following
                                   [ ].


                                Page 4 of 6 Pages





         Item 6.                   Ownership of More than Five Percent on Behalf
                                   of Another Person.

                                   If any  other  person  is  known  to have the
                                   right to  receive  or the power to direct the
                                   receipt of  dividends  from,  or the proceeds
                                   from  the  sale  of,   such   securities,   a
                                   statement  to that effect  should be included
                                   in   response  to  this  item  and,  if  such
                                   interest relates to more than five percent of
                                   the class,  such person should be identified.
                                   A   listing   of  the   shareholders   of  an
                                   investment   company   registered  under  the
                                   Investment   Company  Act  off  1940  or  the
                                   beneficiaries   of  employee   benefit  plan,
                                   pension  fund  or   endowment   fund  is  not
                                   required.

                                            Inapplicable

         Item 7.                   Identification   and  Classification  of  the
                                   Subsidiary  Which Acquired the Security Being
                                   Reported on By the Parent Holding Company.

                                   If a parent  holding  company  has filed this
                                   schedule,  pursuant to Rule  13d-1(b)(ii)(G),
                                   so  indicate  under  Item 3(g) and  attach an
                                   exhibit  stating  the  identity  and  Item  3
                                   classification of the relevant subsidiary. If
                                   a  parent  holding  company  has  filed  this
                                   schedule pursuant to Rule 13d-1(c), attach an
                                   exhibit  stating  the  identification  of the
                                   relevant subsidiary.

                                            Inapplicable

         Item 8.                   Identification  and Classification of Members
                                   of the Group.

                                   If a parent  holding  company  has filed this
                                   schedule,  pursuant to Rule  13d-1(b)(ii)(H),
                                   so  indicate  under  Item 3(b) and  attach an
                                   exhibit  stating  the  identity  and  Item  3
                                   classification  of each  member of the group.
                                   If a group has filed this  schedule  pursuant
                                   to Rule 13d-1(c),  attach an exhibit  stating
                                   the identity of each member of the group.

                                            Inapplicable

         Item 9.                   Notice of Dissolution of Group.

                                            Inapplicable



                                Page 5 of 6 Pages




         Item 10.                  Certification.

                                   By signing  below I certify that, to the best
                                   of my knowledge  and belief,  the  securities
                                   referred  to  above  were   acquired  in  the
                                   ordinary  course  of  business  and  were not
                                   acquired  for the  purpose of and do not have
                                   the effect of  changing  or  influencing  the
                                   control of the issuer of such  securities and
                                   were not acquired in connection  with or as a
                                   participant  in any  transaction  having such
                                   purposes or effect.



                                    SIGNATURE

         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.


                      Date:       January 2, 1997
                                  --------------------------------

                      Signature:  /s/ Bernard P. O'Sullivan
                                  --------------------------------

                      Name/Title: Bernard P. O'Sullivan/Director
                                  --------------------------------



                                Page 6 of 6 Pages



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