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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
---------------------------------------------
(CUSIP Number)
Bruce Berkowitz
100 Jericho Quadrangle
Suite 212
Jericho, New York 11753
(212) 319-4100
-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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SCHEDULE 13D
CUSIP NO. 097189-10-4 PAGE 2 OF 8
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joel M. Greenblatt
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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*
AF
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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
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF 0 shares
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 186,050 shares
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0 shares
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10 SHARED DISPOSITIVE POWER
186,050 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
186,050 shares
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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)
8.1%
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14 TYPE OF REPORTING PERSON*
IN
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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 8
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
(a) This Schedule is being filed by Joel M. Greenblatt (hereinafter
sometimes referred to as the "Reporting Person") in his capacity as controlling
person of the following entities:
(i) Alfred Partners, LLC, a Delaware limited liability company
("Alfred LLC"); and
(ii) Gotham Capital III, L.P., a Delaware limited partnership
("Gotham III").
(b), (c) and (f) The Reporting Person and other entities described
above has a business address of 100 Jericho Quadrangle, Suite 212, Jericho, New
York 11753.
Joel M. Greenblatt is a citizen of the United States residing in the
State of New York whose principal occupation is as General Partners of Gotham
III and Managing Member of Alfred LLC.
Gotham III is a privately owned investment partnership which is in the
business of purchasing, for investment and trading purposes, securities and
other financial instruments.
Alfred LLC is a privately owned Delaware limited liability company the
principal business of which is to invest in securities and other financial
instruments and to act as General Partner of Alfred Partners, L.P., an affiliate
of Gotham III.
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CUSIP NO. 097189-10-4 PAGE 4 OF 8
(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 Mr. Greenblatt to purchase Preferred
Stock on behalf of Gotham III and Alfred LLC was working capital. The
approximate aggregate amount of funds used to purchase such securities were
$650,000 and $350,000, respectively (exclusive of commissions and other
expenses). 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 the Reporting Person is for
investment. The 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. The Reporting Person, 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, the Reporting Person has not
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 his positions with respect to the Issuer, and may change
his intentions as stated above. The Reporting Person may communicate with
management and other shareholders of the Company with respect to his investment
in or interest in the Company.
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CUSIP NO. 097189-10-4 PAGE 5 OF 8
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The beneficial ownership by Joel M. Greenblatt of Common Stock of
the Issuer as of the date hereof is as follows:
<TABLE>
<CAPTION>
NO. OF SHARES DEEMED NATURE OF OWNERSHIP PERCENTAGE OF CLASS
TO BE BENEFICIALLY OWNED: ------------------- -------------------
-------------------------
<S> <C> <C>
3,500* The record ownership and 3.0%
economic interest in such shares
is held by Alfred LLC. Mr.
Greenblatt is the managing
member of Alfred LLC and,
therefore, may be deemed to
have indirect beneficial
ownership of, and shared voting
and dispositive power with
respect to, such shares.
6,500** The record ownership and 5.4%
economic interest in such shares
is held by Gotham III. Mr.
Greenblatt is the sole general
partner of Gotham III and,
therefore, may be deemed to
have indirect beneficial
ownership of, and shared voting
and dispositive power with
respect to, such shares.
</TABLE>
* The foregoing 3,500 shares of Preferred Stock presently are convertible
into 65,118 shares of the Issuer's Common Stock, $.001 par value per share.
** The foregoing 6,500 shares of Preferred Stock presently are convertible
into 120,932 shares of the Issuer's Common Stock, $.001 par value per
share.
Under Section 13(d) of the Securities and Exchange Act of 1934, as amended,
and the rules and regulations thereunder, as a result of the control
relationships described above, Joel M. Greenblatt may be deemed to be the
beneficial owner of 10,000 shares of Preferred Stock which presently are
convertible into 186,050 shares which would represent 8.1% of the Common Stock
of the Issuer. Joel M. Greenblatt does not beneficially own any shares of
Preferred Stock of the Issuer other than through his interests as a general
partner or managing member as foresaid, and he does not have exclusive voting or
dispositive power over any such shares.
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CUSIP NO. 097189-10-4 PAGE 6 OF 8
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.
(b) Alfred LLC and Gotham III each have the sole power to vote and
dispose of the Preferred Stock of the Issuer beneficially owned by them. Such
voting and dispositive power may be exercised on behalf of Alfred LLC by its
Managing Member and on behalf of Gotham III by its sole general partner. Joel M.
Greenblatt is the sole general partner of Gotham III and the managing member of
Alfred LLC. Therefore, Joel M. Greenblatt may be deemed to have shared voting
and dispositive power over the 10,000 shares of Preferred Stock which presently
are convertible into 186,050 shares representing 8.1% of the Common Stock of the
Issuer beneficially owned in the aggregate by Gotham III and Alfred LLC.
(c) Transactions in the securities of the Issuer reported on herein
which have been effected in the past sixty (60) days by the Reporting Persons
are as follows. All such transactions comprise privately negotiated purchases of
the Preferred Stock from the Issuer unless otherwise indicated.
REPORTING PERSON DATE NO. OF SHARES PRICE PER SHARE TOTAL
- ---------------- ---- ------------- --------------- -----
Alfred LLC 11/26/97 3,500* $5.375 $ 350,000
Gotham III 11/26/97 6,500* $5.375 $ 650,000
* The foregoing 3,500 shares of Preferred Stock and 6,500 shares of Preferred
Stock presently are convertible into 65,118 and 120,932 shares of the
Issuer's Common Stock, $.001 par value per share, respectively.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Reporting Person 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 the Reporting Person) 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
(a Reporting Person), 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 Person has no
other agreements or understandings with respect to the purchase or sale of
Preferred Stock or Common Stock, and the Reporting Person disclaims the
existence of a group for any purpose.
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CUSIP NO. 097189-10-4 PAGE 7 OF 8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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CUSIP NO. 097189-10-4 PAGE 8 OF 8
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.
By: /s/ Joel M. Greenblatt
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Joel M. Greenblatt
Dated as of: December 5, 1997
