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)
January 31, 1996
(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
Ray J. Friant, Jr.
- -------------------------------------------------------------------------------
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
218,083
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------------
PERSON
WITH 218,083
- -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,083
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
- -------------------------------------------------------------------------------
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.
<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 Ray J. Friant, Jr.
("Friant").
(b) Business Address: Friant has a business address of c/o Productivity
Technologies Corp., 509 Madison Avenue, New York, New York 10022.
(c) Principal Business: Friant is the Chairman of the Board 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, Friant has not been convicted in any
criminal proceeding.
(e) During the last five years, Friant 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
Friant expended personal funds to acquire beneficial ownership of the
warrants to purchase shares of Common Stock, which cause this Schedule to be
filed, in an open market transaction at a price of $.625 per warrant,
aggregating $10,000, with an exercise price of $5.00 per share.
Item 4. Purpose of Transaction
On January 31, 1996, Friant purchased 16,000 warrants to purchase shares of
Common Stock, at a price of $.625 per warrant, in an open market transaction.
Friant 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. Friant 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
Market it is expected that the Issuer may increase its Board of Directors to
3 of 6
<PAGE>
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) Friant beneficially owns 218,083 shares of Common Stock, or
approximately 9.8% of the Common Stock of the Issuer calculated
pursuant to Rule 13d-1. This includes (A) 70,833 shares of Common
Stock issuable upon the exercise of stock options granted to Friant by
the Issuer, and (B) 21,000 shares of Common Stock issuable upon the
exercise of warrants purchased by Friant from the Issuer, all of which
stock options and warrants are currently exercisable or exercisable
within 60 days.
(b) Friant has sole voting and dispositive power with respect to the
126,250 outstanding shares of Common Stock owned by him. Upon his
exercise of the options and warrants, Friant 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, Friant purchased 106,250 shares of Common Stock
from the Issuer for $.06 per share, aggregating $6,375.
(2) On January 31, 1996, Friant acquired 16,000 warrants to purchase
shares of Common Stock in an open market transaction at a price of
$.625 per warrant, with an exercise price of $5.00 per share.
(3) On July 30, 1996, Friant was issued an option to purchase 70,833
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 February 25, 1997, Friant acquired 5,000 warrants to purchase
shares of Common Stock in an open market transaction at a price of
$.75 per warrant, with an exercise price of $5.00 per share.
(5) On February 26, 1997, Friant Associates, Inc. purchased 10,000 shares
of Common Stock in an open market transaction at a price of $3.50 per
share. Friant has indirect ownership of these shares.
(6) On June 10, 1997, Friant purchased 1,000 shares of Common Stock in an
open market transaction at a price of $2.20 per share.
(7) On June 11, 1997, Friant purchased 1,000 shares of Common Stock in an
open market transaction at a price of $2.325 per share.
(8) On June 18, 1997, Friant purchased 3,000 shares of Common Stock in an
open market transaction at a price of $2.56 per share.
4 of 6
<PAGE>
(9) On June 27, 1997, Friant purchased 5,000 shares of Common Stock in an
open market transaction at a price of $2.60 per share.
(d) No one other than Friant 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 Friant.
(e) Not applicable.
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, Friant was awarded an option to purchase 70,833 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 Friant was granted an option to
purchase 70,833 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/ Ray J. Friant, Jr.
-----------------------------
Ray J. Friant, Jr.
6 of 6
<PAGE>
