UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
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
---------------------------- -----------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John S. Strance
-------------------------------------------------------------------------------
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
63,750
------------------------------------------------------
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 12,000
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 63,750
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
12,000
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,750
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
-------------------------------------------------------------------------------
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 2,475,000 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 John S. Strance
("Strance" or "Mr. Strance").
(b) Business Address: Strance has a business address of
4306 Far West Blvd., Austin, TX 78731.
(c) Principal Business: Strance is retired. He was 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, Strance has not been convicted in any
criminal proceeding.
(e) During the last five years, Strance 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, Strance 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 Strance were cancelled.
3 of 4
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) Strance beneficially owns 75,750 shares of Common Stock, or
approximately 3.1% of the Common Stock of the Issuer calculated
pursuant to Rule 13d-1. This includes (A) 2,000 shares of Common
Stock issuable upon the exercise of warrants purchased by Strance
and his wife, Dorothy M. Strance, from the Issuer, all of which
are currently exercisable or exercisable within 60 days, and
(B)10,000 shares of Common Stock jointly owned by Strance and his
wife. All of the warrants and shares of Common Stock owned by
Strance and his wife are owned by them as tenants in common
without right of survivorship.
(b) Strance has sole voting and dispositive power with respect to the
63,750 outstanding shares of Common Stock owned by him and shares
voting and dispositive powers with respect to the 10,000 shares
of Common Stock and 2,000 warrants owned by him and his wife as
tenants in common without right of survivorship. Mrs. Strance's
business address is the same as that for Strance set forth in
Item 2(b). She is retired. The statements in Item 2(d) and 2(e)
also apply with respect to Mrs. Strance. Upon exercise of the
warrants, Strance will have shared voting and dispositive power
with his wife over the shares of Common Stock issuable upon
exercise of such warrants.
(c) (1) In July, 1993, Strance purchased 63,750 shares of Common
Stock from the Issuer for $.06 per share.
(2) On March 28, 1996, Strance and his wife acquired 2,000 warrants
to purchase shares of Common Stock in an open market transaction
at a price of $1.06 per warrant, with an exercise price of $5.00
per share.
(3) On April 23, 1997, Strance and his wife purchased 5,000 shares of
Common Stock in an open market transaction at a price of $2.81
per share.
(4) On November 2, 1998, Strance and his wife purchased 5,000 shares
of Common Stock in an open market transaction at a price of
$2.065 per share.
(d) No one other than Strance and and Mrs. Strance 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 Strance.
(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/ John S. Strance
----------------------------------
John S. Strance
4 of 4
