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)
July 30, 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
Joseph K. Linman
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO (See response to Item 3.)
- ------------------------------------------------------------------------------
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
114,250
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 114,250
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,250
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
- ------------------------------------------------------------------------------
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 520 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 Joseph K. Linman
("Linman").
(b) Business Address: Linman has a business address of c/o Productivity
Technologies Corp., 520 Madison Avenue, New York, New York 10022.
(c) Principal Business: Linman 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, Linman has not been convicted in any
criminal proceeding.
(e) During the last five years, Linman has not been a party 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
Linman acquired beneficial ownership of the option for the purchase of
shares of Common Stock which causes this Schedule to be filed as compensation
for services rendered as Vice President, pursuant to the Issuer's 1996
Performance Equity Plan adopted on May 21, 1996.
Item 4. Purpose of Transaction
On July 30, 1996, Linman was issued an option to purchase 42,500 shares of
Common Stock, with an exercise price of $5.00 per share, as compensation for
services rendered as Vice President, pursuant to the Issuer's 1996 Performance
Equity Plan adopted on May 21, 1996. Linman 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. Linman 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
3 of 6
<PAGE>
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) Linman beneficially owns 114,250 shares of Common Stock, or
approximately 5.3% 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 Linman by
the Issuer, and (B) 4,000 shares of Common Stock issuable upon the
exercise of warrants purchased by Linman from the Issuer, all of which
stock options and warrants are currently exercisable or exercisable
within 60 days.
(b) Linman has sole voting and dispositive power with respect to the
67,750 outstanding shares of Common Stock owned by him. Upon his
exercise of the options and warrants, Linman 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, Linman purchased 63,750 shares of Common Stock from
the Issuer for $.06 per share, aggregating $3,825.
(2) On June 24, 1994, Linman acquired 2,000 Units, each Unit consisting of
one share of Common Stock and two warrants, at a price of $6.00 per
Unit in the Issuer's initial public offering.
(3) On July 30, 1996, Linman 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.
(5) On March 5, 1997, Linman purchased 2,000 shares of Common Stock in an
open market transaction at a price of $3.625 per share.
(d) No one other than Linman 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 Linman.
(e) Not applicable.
4 of 6
<PAGE>
Item 6. Contracts, Agreements, Understandings or Relationships with Respect to
Securities of Issuer
On June 24, 1994, Linman purchased in the Issuer's initial public offering
2,000 shares of Common Stock and 4,000 warrants to purchase Common Stock. The
warrants are immediately exercisable at an exercise price of $5.00 and expire on
June 24, 2001.
On July 30, 1996, under the Issuer's 1996 Performance Equity Plan adopted
May 21, 1996, Linman 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 Linman 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 18, 1997
/s/ Joseph K. Linman
-------------------------------
Joseph K. Linman
6 of 6
<PAGE>
