OMB APPROVAL
---------------------------
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per form .......14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
SCHEDULE 13D
(Rule 13D-101)
Under the Securities Exchange Act of 1934
PRODUCTIVITY TECHNOLOGIES CORP.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value per share
- -------------------------------------------------------------------------------
(Title Class of Securities)
743085-10-2
- -------------------------------------------------------------------------------
(CUSIP Number)
Noah Scooler, Esq.
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016-2097
(212) 818-8800
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 23, 1997
- -------------------------------------------------------------------------------
(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).
<PAGE>
CUSIP No. 743085-10-2 13D Page 2 of 6 Pages
- ---------------------------- -----------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John S. Strance
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
49,500
------------------------------------------------------
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 63,750
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 49,500
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
63,750
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,250
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*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.
2 of 6
<PAGE>
Item 1. Security and Issuer
The class of equity securities to which this Schedule relates is the common
stock, $.001 par value ("Common Stock"), of Productivity Technologies Corp.
("Issuer"), a Delaware corporation, whose principal executive offices are
located at 509 Madison Avenue, New York, New York 10022.
The percentage of beneficial ownership reflected in this Schedule is based
upon 2,125,000 shares of Common Stock outstanding on March 31, 1997, which
number has been obtained from Issuer's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997.
Item 2. Identity and Background
(a) Name: This Schedule is being filed on behalf of John S. Strance
("Strance" or "Mr. Strance").
(b) Business Address: Strance has a business address of c/o
Productivity Technologies Corp., 509 Madison Avenue, New York,
New York 10022.
(c) Principal Business: Strance is the Vice President and a Director
of the Issuer. The Issuer, through its wholly-owned subsidiary
Atlas Technologies, Inc., is primarily engaged in the manufacture
and sale of equipment to automate metal stamping press
operations.
(d) During the last five years, Strance has not been convicted in any
criminal proceeding.
(e) During the last five years, Strance has not been parties to any
civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in any judgment, decree or final
order against him enjoining him from engaging in future
violations of, or prohibiting or mandating activities subject to
federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amounts of Funds or Other Consideration
Strance expended personal funds to acquire beneficial ownership of the
shares of Common Stock, which cause this Schedule to be filed, in an open market
transaction at a price of $2.81 per share, aggregating $14,050.
Item 4. Purpose of Transaction
On April 23, 1997, Strance purchased 5,000 shares of Common Stock, at a
price of $2.81 per share, in an open market transaction. Strance may acquire or
dispose of additional shares of the Issuer, but does not presently intend to do
so, although this intention may change depending upon market conditions. Strance
has no present plans which relate to or would result in: an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries; any change
in the present Board of Directors or management of the Issuer, including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board (although in connection with the adoption of new
requirements for quotation of the Issuer's Common Stock on The Nasdaq SmallCap
3 of 6
<PAGE>
Market it is expected that the Issuer may increase its Board of Directors to
include one or more additional "independent" directors); any material change in
the present capitalization or dividend policy of the Issuer; any other material
change in the Issuer's business or corporate structure; changes in the Issuer's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person; causing a class
of securities of the Issuer to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; 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 and Exchange Act of 1934; or any
action similar to the above.
Item 5. Interest in Securities of the Issuer
(a) Strance beneficially owns 113,250 shares of Common Stock, or
approximately 5.2% of the Common Stock of the Issuer calculated
pursuant to Rule 13d-1. This includes (A) 42,500 shares of Common
Stock issuable upon the exercise of stock options granted to
Strance by the Issuer, (B) 2,000 shares of Common Stock issuable
upon the exercise of warrants purchased by Strance from the
Issuer, all of which stock options and warrants are currently
exercisable or exercisable within 60 days, and (C) 63,750 shares
of Common Stock jointly owned by Strance and his wife Dorothy M.
Strance ("Mrs. Strance").
(b) Strance has sole voting and dispositive power with respect to the
5,000 outstanding shares of Common Stock owned by him. Upon his
exercise of the options and warrants, Strance will have sole
voting and dispositive power over the shares of Common Stock
issuable upon exercise of such options and warrants.
(c) (1) In July, 1993, Mr. and Mrs. Strance purchased 63,750 shares
of Common Stock from the Issuer for $.06 per share, aggregating
$3,825. Mr. and Mrs. Strance own these shares of Common Stock as
joint tenants with right of survivorship.
(2) On March 28, 1996, Strance acquired 2,000 warrants to purchase
shares of Common Stock in an open market transaction at a price
of $1.06 per warrant, with an exercise price of $5.00 per share.
(3) On July 30, 1996, Strance was issued an option to purchase 42,500
shares of Common Stock, with an exercise price of $5.00 per
share, pursuant to the Issuer's 1996 Performance Equity Plan
adopted on May 21, 1996.
(4) On April 23, 1997, Strance purchased 5,000 shares of Common Stock
in an open market transaction at a price of $2.81 per share.
(d) No one other than Strance has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock beneficially owned by
Strance, except Mrs. Strance as to the 63,750 shares of Common
Stock owned together with Strance as joint tenants with right of
survivorship.
(e) Not applicable.
4 of 6
<PAGE>
Item 6. Contracts, Agreements, Understandings or Relationships with Respect to
Securities of Issuer
On July 30, 1996, under the Issuer's 1996 Performance Equity Plan adopted
May 21, 1996, Strance was awarded an option to purchase 42,500 shares of Common
Stock. Such options are immediately exercisable at an exercise price of $5.00
per share and expire July 30, 2001.
Item 7. Materials to be Filed as Exhibits
Exhibit 1 1996 Performance Equity Plan of the
Issuer, dated May 21, 1996, pursuant to
which Strance was granted an option to
purchase 42,500 shares of Common Stock
(incorporated by reference to Exhibit 10.9
to Issuer's Annual Report on Form 10-K for
the fiscal year ended March 31, 1996).
5 of 6
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of knowledge and belief, it is
certified that the information set forth in this statement is true, complete and
correct.
Dated: August 20, 1997
/s/ John S. Strance
----------------------------------
John S. Strance
6 of 6
<PAGE>
