UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
(Rule 13d-1)
Information to be Included in Statements Filed Pursuant to
Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)
(Amendment No. 1)
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)
December 31, 1999
(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: Schedules filed in paper format shall include a signed original and five
copies of the schedule including all exhibits. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
Page 1 of 4
*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 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph K. Linman
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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*
Not applicable.
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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
76,750
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 76,750
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,750
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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)
3.1%
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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 509 Madison Avenue, New York, New York 10022.
The percentage of beneficial ownership reflected in this Schedule is based
upon 2,475,000 shares of Common Stock outstanding on March 31, 2000, which
number has been obtained from Issuer's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000.
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 1768 N.W. O'Kane
Court, Bend, Oregon 97701.
(c) Principal Business: Linman is retired. He was 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
Not applicable.
Item 4. Purpose of Transaction
As of December 31, 1999, Linman resigned as an officer and a director of
the Issuer. Upon his resignation, and pursuant to the 1996 Performance Security
Plan, outstanding options to purchase 42,500 shares of Common Stock of the
issuer held by Linman were cancelled.
Item 5. Interest in Securities of the Issuer
(a) Linman beneficially owns 76,750 shares of Common Stock, or
approximately 3.1% of the Common Stock of the Issuer calculated
pursuant to Rule 13d-1. This includes 4,000 shares of Common Stock
issuable upon the exercise of warrants purchased by Linman from the
Issuer, all of which are currently exercisable or exercisable within
60 days.
(b) Linman has sole voting and dispositive power with respect to the
72,750 outstanding shares of Common Stock owned by him. Upon his
exercise of the warrants, Linman will have sole voting and dispositive
power over the shares of Common Stock issuable upon exercise of such
warrants.
Page 3 of 4 a
<PAGE>
(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 March 5, 1997, Linman purchased 2,000 shares of Common Stock in an
open market transaction at a price of $3.625 per share.
(4) On November 2, 1998, Linman purchased 5,000 shares of Common Stock in
an open market transaction at a price of $2.344 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.
Item 6. Contracts, Agreements, Understandings or Relationships with Respect to
Securities of Issuer
None.
Item 7. Materials to be Filed as Exhibits
None.
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 20, 2000
/s/ Joseph K. Linman
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Joseph K. Linman
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