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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. One)*
SUCCESSORIES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
864591102
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(CUSIP Number)
Marshall E. Eisenberg, Esq.
Neal, Gerger & Eisenberg
Two North Lasalle Street, Chicago, Illinois 60602
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 18, 1999
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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 / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(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).
(Continued on following page(s))
Page 1 of 7 Pages
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CUSIP No. 864591102 13D Page 2 of 7 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Jack Miller Family Limited Partnership #1
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
Delaware
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Number of Shares (7) Sole Voting Power
Beneficially Owned 729,831
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
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(9) Sole Dispositive Power
729,831
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
729,831
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
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(13) Percent of Class Represented by Amount in Row (11)
10.5% (See Item 5)
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(14) Type of Reporting Person*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 864591102 SCHEDULE 13D PAGE 3 OF 7
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1
ITEM 1. SECURITY AND ISSUER
This statement relates to (i) 412,371 shares of
Series A Convertible Preferred Stock, par value $.01 per share
(the "Series A Preferred Stock"), of Successories, Inc., an
Illinois corporation (the "Issuer"), which currently are
convertible into 412,371 shares of common stock, par value
$.01 per share of the Issuer ("Common Stock") and (ii) 50,000
shares of Series B Convertible Preferred Stock, par value $.01
per share, of the Issuer ("Series B Preferred Stock"), which
currently are convertible into 317,460 shares of Common Stock.
The Issuer's principal executive offices are located at 2520
Diehl Road, Aurora, Illinois 60504.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of The Jack Miller
Family Limited Partnership #1, a Delaware limited partnership
(the "Reporting Person"). The business address of the
Reporting Person is 475 Half Day Road, Suite 100,
Lincolnshire, Illinois 60069. The principal business of the
Reporting Person is to hold, own, transfer or otherwise deal
with the shares of Series A and Series B Preferred Stock and
any other investment interests owned or that may be owned by
the Reporting Person (including, but not limited to,
exercising any and all management or other voting rights with
respect to such investments) and any and all revenues, sales
proceeds, and other receipts therefrom, and to conduct any
other business or businesses as are permitted to be conducted
by a limited partnership under the Delaware Revised Uniform
Limited Partnership Act.
The general partner of the Reporting Person is the
Jack Miller Trust Dated January 18, 1984, a trust organized
under the laws of the State of Illinois (the "General
Partner"). The sole trustee of the General Partner is Jack
Miller and the business address of the General Partner is the
same as the Reporting Person.
During the last five years, neither the Reporting
Person nor the General Partner has been convicted in a
criminal proceeding or has 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
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CUSIP NO. 864591102 SCHEDULE 13D PAGE 4 OF 7
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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 purchased its 412,371 shares of
Series A Preferred Stock in May 1999 for a purchase price of
$1,000,000 and its 50,000 shares of Series B Preferred Stock
in October 1999 for a purchase price of $750,000. The source
of such funds was capital contributions made by the partners
of the Reporting Person.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Person acquired the shares of Series A
and Series B Preferred Stock that are the subject of this
Schedule 13D for investment purposes. In connection with the
acquisition of Series A Preferred Stock, the Reporting Person
became entitled to nominate one (1) person for election to the
Board of Directors of the Issuer. Jack Miller has served as a
director of the Issuer since May 28, 1999 as the nominee of
the Reporting Person.
In connection with the acquisition of Series B
Preferred Stock, the Reporting Person became entitled to
nominate two (2) additional persons for election to the Board
of Directors of the Issuer, which (together with the rights
the Reporting Person obtained in connection with its purchase
of Series A Preferred Stock) entitle the Reporting Person to
nominate three (3) persons for election to the Issuer's Board
of Directors. Jack Miller continues to serve as a designee of
the Reporting Person and the Reporting Person has not yet
designated its other two (2) nominees for election to the
Board of Directors of the Issuer. In addition, in connection
with the Issuer's sale of Series B Preferred Stock (i) several
persons resigned from the Issuer's Board of Directors, (ii)
the Issuer agreed to reduce the size of its Board of Directors
to seven (7) members, and (iii) Jack Miller was elected as
Chairman of the Board of the Issuer. The Reporting Person
intends to designate two (2) nominees for election to the
Board of Directors of the Issuer to fill the vacancies created
by the resignations.
Except as set forth in this Item 4, the Reporting
Person does not have any plans or proposals that relate to or
would result in any of the matters identified in subparagraphs
(a) through (j), inclusive, of Item 4 of Schedule 13D.
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CUSIP NO. 864591102 SCHEDULE 13D PAGE 5 OF 7
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) All ownership percentages set forth herein assume
that there are 6,932,160 shares of Common Stock
issued and outstanding. The Reporting Person
beneficially owns 412,371 shares of Series A
Preferred Stock, which currently are convertible
into 412,371 shares of Common Stock, and 50,000
shares of Series B Preferred Stock, which currently
are convertible into 317,460 shares of Common Stock
(or 10.5% of the outstanding Common Stock).
(b) The Reporting Person has the sole power to vote and
the sole power to dispose of the 412,371 shares of
Series A Preferred Stock and the 50,000 shares of
Series B Preferred Stock beneficially owned by it,
and the Common Stock into which such shares of
preferred stock are convertible.
(c) Neither the Reporting Person nor the General Partner
has effected any other transactions in the Common
Stock during the past 60 days.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
In connection with the Reporting Person's purchase of
Series A Preferred Stock, the Issuer, the Reporting Person,
and certain other shareholders of the Issuer entered into a
Registration Rights Agreement dated May 28, 1999. The
Registration Rights Agreement provides to the Reporting Person
and the other shareholders who are parties thereto with
certain rights to require the Issuer to register for sale the
shares of Common Stock issuable to the Reporting Person and
such other shareholders (i) upon conversion of the Series A
Preferred Stock, or (ii) as dividends in respect of the Series
A Preferred Stock (and, upon conversion, in respect of the
Common Stock). The Registration Rights Agreement also provides
that, as long as any shares of the Series A Preferred Stock
remain outstanding, the Issuer shall use its best efforts to
nominate to the Board of Directors of the Issuer one (1)
person designated by the majority of the outstanding Series A
Preferred Stock, and the Issuer agrees to take all actions
necessary and use all reasonable endeavors to ensure such
designee's election to the Board. The holders of Preferred
Stock have designated Jack Miller as their initial nominee.
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CUSIP NO. 864591102 SCHEDULE 13D PAGE 6 OF 7
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In connection with the Reporting Person's purchase of
Series B Preferred Stock, the Registration Rights Agreement
was amended to (i) grant to the holders of the Series B
Preferred Stock all of the same rights and privileges
previously granted to the holders of Series A Preferred Stock,
and (ii) obligate the Issuer to use its best efforts to elect
to the Issuer's Board of Directors three (3) persons nominated
by a majority of the holders of Series A and Series B
Preferred Stock, voting together as a separate class.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Amendment No. 1 to Registration Rights
Agreement dated as of October 18, 1999.
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CUSIP NO. 864591102 SCHEDULE 13D PAGE 7 OF 7
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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: October 21, 1999
JACK MILLER FAMILY LIMITED PARTNERSHIP #1
By: Jack Miller Trust Dated January 18,
1984, its General Partner
By: /s/ Jack Miller
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Jack Miller, not individually but
solely as trustee
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EHXIBIT 1
AMENDMENT NO. 1 TO THE
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT (this
"Amendment") is made as of October 18, 1999 to the Registration Rights Agreement
dated May 28, 1999 (the "ORIGINAL AGREEMENT") among Successories, Inc., an
Illinois corporation (the "COMPANY"), and the holders of Series A Convertible
Preferred Stock of the Company (the "SERIES A PREFERRED STOCK"). This Amendment
is entered into by and among the Company and all of the holders of the Series A
Preferred Stock and Series B Preferred Stock (as defined herein).
W I T N E S S E T H:
WHEREAS, the Company previously granted to the holders of Series A
Preferred Stock of the Company, pursuant to the Original Agreement, certain
rights to register for sale the shares of Common Stock issuable to such holders
upon conversion of the Series A Preferred Stock or issued as dividends on or
otherwise in respect of the Series A Preferred Stock;
WHEREAS, the Company is issuing and selling 101,667 shares of Series B
Convertible Preferred Stock, par value $.01 per share, of the Company (the
"SERIES B PREFERRED STOCK") and desires to grant to the purchasers thereof the
same rights to register their shares that previously has been granted to the
holders of Series A Preferred Stock pursuant to the Original Agreement; and
WHEREAS, the Company and the holders of the Series A Preferred Stock
and Series B Preferred Stock desire to amend the Original Agreement to set forth
the terms and conditions on which the Company may be obligated to register for
sale the shares of Common Stock issuable to the Stockholders (as defined herein)
upon conversion of the Series A Preferred Stock and Series B Preferred Stock or
issued as dividends on or otherwise in respect of such shares, according to the
terms thereof.
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt, sufficiency and adequacy of which are
hereby acknowledged, the parties hereto, intending legally to be bound, hereby
agree as follows:
1. DEFINITIONS. All capitalized terms used in this Amendment and
not otherwise defined herein shall have the meanings ascribed to such terms in
the Original Agreement. The following terms defined in the Original Agreement
are hereby amended, to the extent set forth below:
"STOCKHOLDERS" means, collectively, the holders of the
Preferred Stock and, individually, any holder of Preferred Stock, who
or which is a signatory to this Amendment.
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"PREFERRED STOCK" means the 503,092 shares of Series A
Convertible Preferred Stock, par value $.01 per share, of the Company
and the 101,667 shares of Series B Convertible Preferred Stock, par
value $.01 per share, of the Company.
By virtue of these amended definitions, it is the intention of the parties
hereto that the term "Holders" as used in the Original Agreement include the
holders of Series A Preferred Stock and the holders of Series B Preferred Stock
and that the term "Registrable Securities" include all shares of Common Stock
issuable upon conversion of the Series A Preferred Stock and Series B Preferred
Stock, or issued as dividends on or otherwise in respect of such shares.
2. RIGHT TO ELECT DIRECTORS. Section 15(a) of the Original
Agreement is hereby amended and restated in its entirety to read:
(a) BOARD NOMINEES. For so long as any shares of Preferred
Stock remain outstanding, the Company (i) shall use its best efforts to
nominate three (3) persons designated by the Holders of a majority of
the Preferred Stock, voting together as a single class, for election to
the Board of Directors of the Company and to the classes of director
(Class I, II or III) designated by such Holders, and (ii) shall take
all actions necessary and use all reasonable endeavors (including
obtaining the consent of the officers, directors, significant
stockholders and affiliates of the Company) to ensure the election of
such three (3) persons to the Board of Directors.
3. VOTING MECHANICS. Whenever the request, consent or approval of
the Holders of a majority or other specified percentage of the Preferred Stock
is required under the Original Agreement, the presence or absence of request,
consent or approval shall be determined based upon the vote of the Holders of
the Preferred Stock voting together as a single class.
4. WAIVER AND CONSENT OF SERIES A HOLDERS. Each party to this
Amendment who or which owns Series A Preferred Stock hereby:
(a) acknowledges receipt of written notice of the
proposed issuance and sale of 101,667 shares of Series B Preferred
Stock in consideration for an aggregate purchase price of $1,525,005.00
(the "OFFERING");
(b) acknowledges that, upon completion of the Offering,
the Series B Preferred Stock will have the rights and privileges set
forth in the Amended and Restated Certificate of Designation of Series
A and Series B Convertible Preferred Stock of the Company, in
substantially the form attached hereto as EXHIBIT A, which rights are
equal or superior to the rights and preferences of the Series A
Preferred Stock;
(c) waives its or his preemptive rights, pursuant to
Section 6 of the Certificate of Designation of Series A Preferred Stock
of the Company as in effect
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immediately prior to the Offering (the "CURRENT CERTIFICATE"), to
purchase shares of Series B Preferred Stock of the Company in
connection with, or otherwise to participate in, the Offering;
PROVIDED, HOWEVER, that this waiver is effective only with respect to
the Offering and such party does not waive any preemptive rights it or
he may have with respect to any future offering or sale of preferred
stock or other securities of the Company;
(d) waives its or his rights, pursuant to Section 4(e) of
the Current Certificate, to require the Company to reduce the
Conversion Price of the Series A Preferred Stock to reflect the
issuance and sale of the Series B Preferred Stock in the Offering; and
(e) pursuant to Section 5(c) of the Current Certificate,
consents to and approves of the filing by the Company of the Amended
and Restated Certificate of Designation, with substantially the terms
attached hereto as EXHIBIT A, the creation of the Series B Preferred
Stock and consummation of the Offering.
5. RATIFICATION OF ORIGINAL AGREEMENT. Except to the extent that
the Original Agreement is modified or amended by this Amendment, the terms and
provisions of the Original Agreement are hereby ratified and confirmed for all
purposes and in all respects. The holders of the Series B Preferred Stock agree
to be bound by the terms and conditions of the Original Agreement, as amended
hereby, and are entitled to all of the rights and benefits thereof.
6. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of Illinois,
without regard to its principals regarding conflicts of law.
7. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
8. SEVERABILITY. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any law or public policy,
such provision shall be severed and the remaining provisions hereof shall be
enforced to the extent possible or modified in such a way as to make it
enforceable, and the invalidity, illegality or unenforceability thereof shall
not affect the validity, legality or enforceability of the remaining provisions
of this Agreement.
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9. ASSIGNMENT. This Amendment and all the terms and provisions
hereof shall be binding upon and shall inure to the benefit of the parties
hereto, and their respective heirs, legal representatives, permitted successors
and permitted assigns. Except as expressly provided herein, no party may assign
its rights or obligations under this Amendment without the prior written consent
of the other party.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
the Registration Rights Agreement as of the date first above written.
THE COMPANY:
SUCCESSORIES, INC.
By: /S/ STEVEM D. KUPTSIS
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Steven D. Kuptsis,
Senior Vice President and Chief Financial
Officer
STOCKHOLDERS:
HARVEY L. MILLER REVOCABLE TRUST
DATED JANUARY 21, 1983
By: /S/ HARVEY MILLER
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Harvey L. Miller, not individually but
solely as trustee
JACK MILLER FAMILY LIMITED
PARTNERSHIP #1
By: Jack Miller Trust Dated January 18, 1984,
its general partner
By: /S/ JACK MILLER
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Jack Miller, not individually but solely as
trustee of the general partner
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
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/S/ GARY ROVANSEK
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Gary J. Rovansek
HOWARD I. BERNSTEIN DECLARATION OF
TRUST DATED APRIL 28, 1987
By: /S/ HOWARD BERNSTEIN
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Howard I. Bernstein, trustee
/S/ ERIC ACHEPOHL
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Eric Achepohl
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
