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-7 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
Ray J. Friant, Jr.
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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
152,250
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------------
PERSON 9
WITH 152,250
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
152,250
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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)
6.1%
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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 Ray J. Friant, Jr.
("Friant").
(b) Business Address: Friant has a business address of 30 Boxwood Drive,
Convent Station, NJ 07960.
(c) Principal Business: Friant is retired. He was 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
Not applicable.
Item 4. Purpose of Transaction
As of December 31, 1999, Friant resigned as an officer and a director
of the Issuer. Upon his resignation, and pursuant to the 1996 Performance Equity
Plan, outstanding options to purchase 70,833 shares of Common Stock of the
Issuer held by Friant were cancelled.
Item 5. Interest in Securities of the Issuer
(a) Friant beneficially owns 152,250 shares of Common Stock, or
approximately 6.1% of the Common Stock of the Issuer calculated
pursuant to Rule 13d-1. This includes (A) 21,000 shares of Common
Stock issuable upon the exercise of warrants purchased by Friant and
his wife, as joint tenants, from the Issuer, all of which are
currently exercisable or exercisable within 60 days and (B) 10,000
shares of Common Stock owned by Ray Friant IRA.
(b) Friant has sole voting and dispositive power with respect to the
131,250 outstanding shares of Common Stock owned by him and Ray Friant
IRA and shares voting and dispositive power with respect to the 21,000
warrants and shares of common stock issuable upon exercise of such
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 and his wife 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.
Page 3 of 4 pages
<PAGE>
(3) On February 25, 1997, Friant and his wife 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.
(4) On February 26, 1997, Friant, through Friant Associates, Inc.
purchased 10,000 shares of Common Stock in an open market
transaction at a price of $3.50 per share. These shares wree
subsequently transferred to Ray Friant IRA.
(5) 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.
(6) 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.
(7) 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.
(8) 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.
(9) On November 2, 1998, Friant purchased 5,000 shares of Common
Stock in an open market transaction at a price of $2.24 per
share.
(d) No one other than Friant (and with respect to the 21,000 warrants and
shares of Common Stock issuable upon their exercise, Friant's wife)
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
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 19, 2000
/s/ Ray J. Friant, Jr.
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Ray J. Friant, Jr.
Page 4 of 4 Pages
