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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)
June 24, 1994
(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).
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CUSIP No. 743085-10-2 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Samuel N. Seidman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX 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
United States
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| 7 SOLE VOTING POWER
|
| 217,083
NUMBER OF |-----------------------------------------------------------
SHARES | 8 SHARED VOTING POWER
BENEFICIALLY |
OWNED BY | 0
EACH |-----------------------------------------------------------
REPORTING | 9 SOLE DISPOSITIVE POWER
PERSON |
WITH | 217,083
|-----------------------------------------------------------
| 10 SHARED DISPOSITIVE POWER
|
| 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
217,083
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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)
9.8%
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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.
<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 Samuel N. Seidman
("Seidman").
(b) Business Address: Seidman has a business address of c/o Productivity
Technologies Corp., 520 Madison Avenue, New York, New York 10022.
(c) Principal Business: Seidman is the President and Chief Executive
Officer 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, Seidman has not been convicted in any
criminal proceeding.
(e) During the last five years, Seidman 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
Seidman expended $60,000 in personal funds in connection with
the acquisition of beneficial ownership of the additional shares of Common Stock
and warrants for the purchase of shares of Common Stock, which causes this
Schedule to be filed.
Item 4. Purpose of Transaction
On June 24, 1994, Seidman acquired by purchase in the Issuer's
initial public offering 10,000 shares of Common Stock and 20,000 warrants for
the purchase of shares of Common Stock, for an aggregate purchase price of
$60,000. Seidman 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. Seidman 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
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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) Seidman beneficially owns 217,083 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 Seidman by the Issuer, and (B) 20,000
shares of Common Stock issuable upon the exercise of warrants purchased by
Seidman from the Issuer, all of which stock options and warrants are currently
exercisable or exercisable within 60 days.
(b) Seidman 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, Seidman 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, Seidman purchased 106,250 shares of Common Stock
from the Issuer for $.06 per share, aggregating $6,375.
(2) On June 24, 1994, Seidman acquired 10,000 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, Seidman was issued an option to purchase 70,833
shares of Common Stock, at an exercise price of $5.00 per share, pursuant to the
Issuer's 1996 Performance Equity Plan adopted on May 21, 1996.
(4) On June 6, 1997, Seidman purchased 5,000 shares of Common Stock in an
open market transaction at a price of $2.5625 per share.
(5) On June 9, 1997, Seidman purchased 5,000 shares of Common Stock in an
open market transaction at a price of $2.4375 per share.
(d) No one other than Seidman 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 Seidman.
(e) Not applicable.
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Item 6. Contracts, Agreements, Understandings or Relationships with
Respect to Securities of Issuer
On June 24, 1994, Seidman purchased in the Issuer's initial
public offering 10,000 shares of Common Stock and 20,000 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, Seidman 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 Seidman 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).
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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: July 23, 1997
/s/ Samuel N. Seidman
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Samuel N. Seidman
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