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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BOGEN COMMUNICATIONS INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock, $0.001 Par Value Per Share
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(Title of Class of Securities)
097189-10-4
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(CUSIP Number)
David S. Richter
Clincher Capital Corporation
333 West Wacker Drive
Chicago, Illinois 60606
(312) 739-2138
-with copies to-
Joseph F. Mazzella, Esq.
Lane Altman & Owens LLP
101 Federal Street
Boston, Massachusetts 02110
(617) 345-9800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 26, 1997
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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 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).
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CUSIP NO. 097189-10-4 PAGE 2 OF 11 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Clincher Capital Corporation
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [X]
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3 SEC Use Only
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4 Source of Funds* WC
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant
to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization Illinois
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7 Sole Voting Power
0 shares
NUMBER OF --------------------------------------------------
SHARES 8 Shared Voting Power
BENEFICIALLY
OWNED BY 260,470 shares
EACH --------------------------------------------------
REPORTING 9 Sole Dispositive Power
PERSON
WITH 0 shares
--------------------------------------------------
10 Shared Dispositive Power
260,470 shares
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 260,470
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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)
11.0%
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14 Type of Reporting Person*
CO
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*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.
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CUSIP NO. 097189-10-4 PAGE 3 OF 11 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Waveland Partners, L.P.
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [X]
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3 SEC Use Only
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4 Source of Funds* WC
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant
to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization Illinois
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7 Sole Voting Power 0
Number of --------------------------------------------------
Shares 8 Shared Voting Power 260,470
Beneficially
Owned by --------------------------------------------------
Each 9 Sole Dispositive Power 0
Reporting
Person With --------------------------------------------------
10 Shared Dispositive Power 260,470
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 260,470
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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) 11.0%
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14 Type of Reporting Person* PN
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SCHEDULE 13D
CUSIP No. 097189-10-4 PAGE 4 OF 11 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Waveland Capital
Management, L.P.
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [X]
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3 SEC Use Only
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4 Source of Funds* WC
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant
to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization Illinois
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7 Sole Voting Power 0
Number of --------------------------------------------------
Shares 8 Shared Voting Power 260,470
Beneficially
Owned by --------------------------------------------------
Each 9 Sole Dispositive Power 0
Reporting
Person With --------------------------------------------------
10 Shared Dispositive Power 260,470
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 260,470
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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) 11.0%
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14 Type of Reporting Person* PN
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CUSIP NO. 097189-10-4 PAGE 5 OF 11
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
This statement is being filed by Waveland Partners, L.P., an Illinois
limited partnership ("Waveland"), Waveland Capital Management, L.P., an Illinois
limited partnership ("Waveland Capital") and Clincher Capital Corporation, an
Illinois corporation ("Clincher" and together with Waveland and Waveland
Capital, the "Reporting Persons").
Waveland, Waveland Capital and Clincher have their principal offices at
333 West Wacker Drive, Suite 1600, Chicago, Illinois 60606. Clincher's principal
business is as the general partner of Waveland Capital. Waveland Capital's
principal business is as the general partner of Waveland. Waveland is a private
investment partnership whose primary activities include investments in
marketable securities and private investments.
(a) -- (c) The names, principal occupation or employment and the name,
and, except where such information is provided elsewhere herein, the principal
business and address of any organization in which such employment is conducted
of each officer and director of Clincher is set forth below. Unless otherwise
indicated below, each of the following persons is a United States citizen and
the business address of each of the following persons is c/o Clincher Capital
Corporation, 333 West Wacker Drive, Suite 1600, Chicago, Illinois 60606.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
<S> <C>
David S. Richter Director, President, Secretary and Treasurer, Clincher Capital Corporation.
Stephen J. Malkin Director and Chairman of the Board, Clincher Capital Corporation.
Michael J. Sacks Director and Chief Executive Officer, Clincher Capital Corporation.
Paul A. Meister Vice President and Assistant Secretary, Clincher Capital Corporation.
</TABLE>
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CUSIP NO. 097189-10-4 PAGE 6 OF 11
(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 Waveland to purchase Preferred Stock
was working capital. The approximate aggregate amount of funds used to purchase
such securities was $1,400,000. All such securities were acquired directly from
the Issuer in a privately negotiated transaction.
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. 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.
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CUSIP NO. 097189-10-4 PAGE 7 OF 11
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) Waveland has purchased 14,000 shares of Preferred Stock which
presently is convertible into 260,470 shares which would
represent 11.0% of Common Stock of the Issuer.
(ii) Waveland Capital has purchased no shares of Preferred Stock of
the Issuer solely for its own account. However, Waveland
Capital may be deemed to have indirect beneficial ownership of
the 14,000 shares of Preferred Stock purchased for the account
of Waveland. Such Preferred Stock presently is convertible
into 260,470 shares which would represent 11.0% of Common
Stock of the Issuer, and thus Waveland Capital may be deemed
to have shared voting and dispositive power with Waveland over
such shares of Common Stock.
(iii) Clincher 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 Waveland Capital which has
discretionary voting and dispositive power over the assets of
Waveland, Clincher may be deemed to have shared voting and
dispositive power over the 14,000 shares of Preferred Stock
which presently are convertible into 260,470 shares which
would represent 11.0% of the Common Stock of the Issuer owned
by Waveland.
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.
<PAGE> 8
CUSIP NO. 097189-10-4 PAGE 8 OF 11
(c) Transactions in the class of Securities reported on herein effected
within the last sixty (60) days by Waveland. 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 14,000* $5.375 $1,400,000
*The foregoing 14,000 shares of Preferred Stock presently are convertible into
260,470 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, 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.
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CUSIP NO. 097189-10-4 PAGE 9 OF 11
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.
WAVELAND PARTNERS, L.P.
By: Waveland Capital Management, L.P.
Its: General Partner
By: Clincher Capital Corporation
Its: General Partner
By: /s/ David S. Richter
---------------------------
David S. Richter, President
Dated as of: December 5, 1997
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CUSIP NO. 097189-10-4 PAGE 10 OF 11
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.
WAVELAND CAPITAL MANAGEMENT, L.P.
By: Clincher Capital Corporation
Its: General Partner
By: /s/ David S. Richter
-------------------------------
David S. Richter, President
Dated as of: December 5, 1997
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CUSIP NO. 097189-10-4 PAGE 11 OF 11
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.
CLINCHER CAPITAL CORPORATION
By: /s/ David S. Richter
---------------------------
David S. Richter, President
Dated as of: December 5, 1997
<PAGE> 12
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.
WAVELAND PARTNERS, L.P.
By: Waveland Capital Management, L.P.
Its: General Partner
By: Clincher Capital Corporation
Its: General Partner
By: /s/ David S. Richter
-------------------------------
David S. Richter, President
WAVELAND CAPITAL MANAGEMENT, L.P.
By: Clincher Capital Corporation
Its: General Partner
By: /s/ David S. Richter
---------------------------------
David S. Richter, President
CLINCHER CAPITAL CORPORATION
By: /s/ David S. Richter
---------------------------------
David S. Richter, President
