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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
to
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
MACE SECURITY INTERNATIONAL, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
554-335-109
(Cusip Number)
Richard A. Galt, Esq.
MACE SECURITY INTERNATIONAL, INC.
160 Benmont Avenue
Bennington, VT 05201
(802) 442-1504
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communication)
JANUARY 9, 1997
(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 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).
CUSIP No. 554-335-109
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons:
Jon E. Goodrich
_________________________________________________________________________
_________________________________________________________________________
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ..............................................................[X]
(b) ..............................................................[ ]
______________________________________________________________________________
3) SEC Use Only..................................................[ ]
______________________________________________________________________________
4) Source of Funds...............................................
(See Instructions)............................................ PF
______________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)............................................[ ]
6) Citizenship or Place
of Organization............................................... U.S.A.
______________________________________________________________________________
Number of (7) Sole Voting Power 259,246
Shares ______________________________________________
Beneficially (8) Shared Voting Power 3,610,000
Owned by ______________________________________________
Each (9) Sole Dispositive Power 259,246
Reporting ______________________________________________
Person (10) Shared Dispositive Power 3,610,000
With
_________________________________________________________________________
11) Aggregate Amount Beneficially Owned By Each Reporting
Person......................................................3,869,246
______________________________________________________________________________
12) Check if Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions).............................................
______________________________________________________________________________
13) Percent of Class Represented by
Amount of Row (11)............................................. 56.7%
______________________________________________________________________________
14) Type of Reporting Person
(See Instructions)............................................. IN
______________________________________________________________________________
This Amendment No. 3 amends Items 3, 4, 5, 6 and 7 of the reporting
person's Schedule 13D as amended.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended as follows:
Jon E. Goodrich, Chairman of the Registrant's Board of Directors, made a
series of transactions which resulted in his owning an additional 640,000
shares of the outstanding common stock of Mace Security International, Inc.
(the "Company") and Robert P. Gould, a director and significant shareholder,
owning 640,000 fewer shares of the Company.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended as follows:
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GENERAL DESCRIPTION:
Messrs. Gould and Goodrich were the founding shareholders of the
Company. After completion of the Company's initial public offering in
November 1993, each of Messrs. Gould and Goodrich owned approximately 30% of
the outstanding common stock of the Company. Over the past year, Messrs.
Gould and Goodrich have had different opinions regarding the direction of the
Company and its management, which has been reflected by the changes in
management structure during the year.
After extensive discussion and consideration, both Messrs. Gould and
Goodrich agreed that it would be in the Company's best interest to appoint
Marvin P. Brown as a director and as President and CEO of the Company, to
request the resignations of several of the then directors with persons more
experienced in business and operating a public company. Mr. Brown agreed to
serve in such capacities.
On January 9, 1997 Messrs. Gould, Goodrich and Brown entered into a
shareholders voting agreement (the "Agreement") (See Item 6 for a description
of the Agreement).
(a) Mr. Brown has informed the other parties to the Agreement that he
expects to acquire additional shares either in the market or in a private
transaction. The reporting person is not aware of any plans by any other
party to the Agreement to acquire or dispose of shares.
(b), (c), (e-j) The reporting person is not aware of any plans for any
extraordinary corporate action, a sale or transfer of a material amount of
assets or any material change in (i) the present capitalization or dividend
policy of the Company, (ii) its business or corporate structure, (iii) its
charter, bylaws or instruments corresponding thereto, causing the delisting
of its securities from the NASDAQ stock market, causing any of its securities
from becoming eligible for termination, or any similar transaction.
(d) The parties to the Agreement disclosed the terms of the Agreement to
the Board of Directors at the January 10, 1996 Board meeting and requested
the voluntary resignations of six members. At that meeting (i) six directors,
Ralph A. Foote, Esq., Robert Rosberg, Stuart DuBoff, M.D., John E. Logan,
Robert D. Norman and Ronnie Mitchell, Esq., resigned from the Board, (ii) Mr.
Robert D. Norman resigned as the President and CEO, (iii) Mr. Brown was
appointed as a director and the President and CEO, (iv) the number of Board
seats was reduced to seven, and (v) the newly constituted Board authorized
the Company to grant to Mr. Brown an option to acquire 100,000 shares at an
exercise price of $1.50 per share.
While prominent business people are under consideration to fill the
remaining vacant seats, only one of the vacancies has been filled. Ms.
Virginia de Ganahl Russell was appointed to the Board on January 10, 1997. The
remaining vacant seats are currently expected to be filled at or prior to the
next annual meeting.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended as follows:
(a) Mr. Goodrich owns 2,659,246 shares of the Company's common stock.
Currently, there are 6,825,000 shares of the Company's common stock, par
value $.01 per share, issued and outstanding.
(b) & (c) On January 9, 1997, Mr. Goodrich made a series of
transactions which resulted in his owning an additional 640,000 shares of the
outstanding common stock of Mace Security International Inc. (the "Company")
and Mr. Gould owning 640,000 fewer shares of the Company. Mr. Goodrich
continues to hold 2,659,246 shares of the Company's common stock.
Also on the same date, Mr. Goodrich entered into the Agreement with Mr.
Gould and Mr. Brown (See Item 6).
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended as follows:
On January 9, 1997, Mr. Goodrich entered into the Agreement with Mr.
Gould and Mr. Brown that covers 2,400,000 shares of his common stock of the
Company. The Agreement also covers 1,100,000 shares of Mr. Gould's common
stock of the Company and all of Mr. Brown's common stock of the Company,
which the reporting person is told is 10,000 shares. Pursuant to the terms of
the Agreement, on all matters coming before the shareholders for a vote, the
shares covered by the Agreement will be voted in the manner determined by a
majority of the three parties to the Agreement. The Agreement also restricts
each party's ability to sell, transfer, assign, pledge or otherwise dispose
of or encumber his shares covered by the Agreement without the prior written
consent of the other parties to the Agreement, except that, at any time more
than ninety (90) days after the date of the Agreement, Mr. Goodrich may, upon
written request, release and withdraw 600,000 shares from the Agreement. The
Agreement also allows Mr. Gould, upon written request, to withdraw 100,000
shares from the Agreement at any time more than ninety (90) days after the date
of the Agreement.
Also on the same date, Mr. Goodrich and Mr. Gould each issued an option
to purchase 100,000 shares of their stock covered by the Agreement, at an
exercise price of $1.25 per share, to Mr. Brown, exercisable at any time.
Further, on January 10, 1997, the newly constituted Board of Directors of the
Company authorized the Company to grant to Mr. Brown an option to acquire
100,000 shares at an exercise price of $1.50 per share.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(1) Shareholders Voting Agreement dated January 9, 1997
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: January 20, 1997 /s/ Jon E. Goodrich
-------------------
Jon E. Goodrich
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SHAREHOLDERS VOTING AGREEMENT
THIS SHAREHOLDERS VOTING AGREEMENT, made and entered into this 9th day of
January, 1997, by and between Robert P. Gould (Gould), of Harnett County,
North Carolina, Jon E. Goodrich (Goodrich), of Bennington, Vermont, and
Marvin P. Brown (Brown), of Craftsbury Common, Vermont, sometimes hereinafter
referred to collectively as the Parties;
W I T N E S S E T H
THAT WHEREAS, all of the Parties hereto own shares of the voting common
stock (the Shares) of Mace Security International, Inc. (MSI), a Delaware
corporation with its principal office in Bennington, Vermont; and
WHEREAS, the Parties have concluded and agreed that it will promote
their mutual interests and well being to agree mutually that certain of the
shares owned by them will be subjected to and the voting of such shares
governed and controlled by the terms of this agreement, and have in good
faith further concluded and agreed that entering into this voting agreement
will be in the best interest of and promote the well being of MSI;
NOW, THEREFORE, for the purposes aforesaid and in consideration of their
mutual promises and undertakings herein and other good and valuable
consideration, the acceptance and sufficiency of which are hereby
acknowledged, said Parties have contracted, covenanted and agreed with each
other and do now for themselves and their respective heirs, assigns, personal
representatives and successors in interest, contract, covenant and agree
with each other as follows:
1. TERMS OF AGREEMENT. This Agreement shall become effective on 1-9-97
and shall continue for a term of two (2) years thereafter (the Term) unless
sooner terminated by written
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agreement of the Parties, judicial order, or such other occurrence as set
forth in Section 18 below.
2. SHARES SUBJECT TO AGREEMENT. The following shares of MSI (Subject
Shares) shall be subject to and the ownership, voting, transfer and other
disposition of such shares shall be determined and controlled by the terms
of this agreement:
(a) 2,400,000 Shares of MSI owned by Jon E. Goodrich
(b) 1,100,000 Shares of MSI owned by Robert P. Gould
(c) All Shares of MSI owned by Marvin P. Brown on the date this
voting agreement is executed pursuant to Section 20 below and acquired
thereafter by him at any time prior to the termination of this Agreement
pursuant to Section 18 below.
The foregoing shares of MSI stock are referred to herein as the Subject
Shares. All other shares of MSI stock owned by Gould and Goodrich are
excluded from this Agreement.
3. RESTRICTIONS ON TRANSFER OF SHARES. Except as provided below in
this Section 3, neither party will sell, transfer, assign, pledge or otherwise
dispose of or encumber the Subject Shares without the prior written consent
of the other parties to this Agreement.
The parties agree that notwithstanding the foregoing at any time more
than ninety (90) days after the date of this Agreement.
(a) Six hundred thousand (600,000) shares of the subject stock owned by
Jon E. Goodrich will upon his written request be released and withdrawn from
this Agreement; and
(b) One hundred thousand (100,000) shares of the subject stock owned by
Robert P. Gould will upon his written request be released and withdrawn from
this Agreement.
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A copy of such written request shall be delivered to each of the other
parties to this Agreement. Simultaneously therewith an executed copy of such
request shall be delivered to the Secretary of Mace Security International,
Inc., and thereupon and thereafter the shares specified in such written
request shall be free and discharged of all the terms and provisions of this
Agreement.
4. SUBJECT SHARES NOT TO BE VOTED OTHERWISE. Neither party will vote,
attempt to vote, or authorize anyone else, by proxy or otherwise, to vote or
attempt to vote any of the Shares specified in Section 2 above.
5. OTHER SHARES NOT AFFECTED BY THIS AGREEMENT. The Parties
acknowledge that Goodrich and Gould own shares of MSI in addition to the
shares specified in Section 2 above. Said Parties also understand that either
or all of them may hereafter acquire additional shares of MSI. Any shares of
MSI now owned or hereafter acquired by Brown during the term of this
Agreement are included in and subject to its terms and conditions. Any shares
of MSI now owned or hereafter acquired by Gould or Goodrich in excess of the
number of shares specified opposite the name of such party in Section 2 above
(Excess Shares) shall not be affected in any manner whatever by this
Agreement and the owner of such Excess Shares may vote, own, transfer, and
otherwise dispose of or use such shares free and discharged of all of the
terms of this Agreement.
6. OBLIGATION TO VOTE SUBJECT SHARES. Each Party shall timely vote all
of his Subject Shares on any question, issue or other matter coming before a
meeting of the shareholders of MSI and on which such shares are entitled to
vote in accordance with the written decision of a majority (2) of the Parties
without regard to the number of shares owned by each, and not
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otherwise. Further, no party shall be entitled to abstain or decline to vote
his Subject Shares, unless authorized in writing by a majority of the Parties.
7. PROCEDURE TO DETERMINE HOW SUBJECT SHARES WILL BE VOTED. At least
three (3) days after the mailing of the notice of a meeting (whether regular
or special) of the shareholders of MSI (the Notice), but not later than
midnight of the day which precedes by at least five (5) days the day for the
meeting of the shareholders specified in the notice, the Parties shall
determine how the Subject Shares shall be voted on any question, issue or
other matter which will or may come before such meeting for action by the
shareholders. The written decision of any two (2) of the Parties as to how the
Subject Shares will be voted shall be conclusive and binding on the Parties
and all Subject Shares and each party shall vote all of his Subject Shares in
accordance with such decision.
If any party shall be unable to vote, or shall refuse to vote his
Subject Shares in accordance with such decision (Non-Voting Party), the other
Parties, or either of them may and shall vote the Subject Shares of the
Non-Voting Party in accordance with any such majority decision and said
Non-Voting Party does hereby authorize and empower the other parties or
either of them to so vote his Subject Shares, does hereby ratify and confirm
such vote(s) and does hereby irrevocably agree that he will be bound by any
such vote and will not in any manner question or challenge any such vote or
authorize or request anyone else to question or challenge any such vote.
Upon request by the other Parties, the Non-Voting Party shall execute a
written proxy or take such other action as MSI may require in order to permit
the shares of the Non-Voting Party to be cast and counted in accordance with
the decision of the majority of the Parties.
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In the event of a challenge to any such vote or attempted vote by anyone
not a party to this Agreement, the Parties hereby irrevocably agree that each
shall vote the number of shares set forth in Section 2 above consistent with
the challenged vote or attempted vote.
8. FILE EXECUTED COPY WITH MSI. A fully executed copy hereof shall be
filed with the Secretary of MSI and shall remain on file and open for
inspection by any officer or shareholder of MSI at the principal office of
MSI during regular business hours.
9. MSI REQUESTED TO HONOR AGREEMENT. MSI, its officers and directors
are hereby requested and authorized to honor and be governed by the terms of
this Agreement. Further, MSI is hereby requested and authorized to decline to
recognize any attempted vote of any of the Subject Shares which is not in
full compliance with the terms of this Agreement.
10. REPRESENTATIONS AND WARRANTIES. Each party hereby represents and
warrants to the others that as of the date of this Agreement:
(a) he has full power and authority to enter into and perform this
Agreement and this Agreement is legal, valid and binding and enforceable
against him.
(b) no proceedings are pending or threatened against or affecting him
before any court, arbitrator or administrative or governmental body which, in
the aggregate, would adversely affect his ability to perform his obligations
hereunder.
(c) in so far as he knows, no consents, notices, filings, approvals or
authorizations are required to be made to or with or received from any person,
entity, or governmental body for consummation of the transactions
contemplated by this Agreement.
(d) he has the sole legal and beneficial ownership of the Shares
designated in Section 2 above and owns such Shares free and clear of all
liens, claims and encumbrances of any kind.
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11. FAILURE TO PERFORM. The failure of any party to perform any of his
obligations pursuant to this Agreement may be enforced by suit for specific
performance or any other available legal remedy and shall subject the
non-performing party to the recovery of damages incurred by the other
parties, including but not limited to the recovery of compensatory damages,
attorney's fees and costs.
12. APPOINTMENT OF SUCCESSOR TO RIGHT TO VOTE SUBJECT SHARES. In the
event of the death or disability of:
(a) Robert P. Gould, Phyllis B. Gould is hereby appointed his
successor-in-interest as to the rights and obligations set forth in this
Agreement, and Goodrich and Brown hereby irrevocably consent to, approve and
ratify such appointment, or
(b) Jon E. Goodrich, Jan Noyes Goodrich is hereby appointed his
successor-in-interest as to the rights and obligations set forth in this
Agreement, and Gould and Brown hereby irrevocably consent to, approve and
ratify such appointment, or
(c) Marvin P. Brown, Gould and Goodrich shall select Brown's
successor-in-interest by mutual written agreement. In the event Gould and
Goodrich are unable to select such successor by agreement within seven (7)
days of notification of Brown's death or disability, then such successor
shall be selected by an independent arbitrator approved by the American
Arbitration Association and experienced in corporate matters. The cost of the
selection and actions of such arbitrator shall be borne equally by Gould and
Goodrich.
13. AGREEMENT CONTINGENT ON OTHER TRANSACTIONS. The validity of this
Agreement is contingent on the due execution of an agreement between Robert
P. Gould and Jon E. Goodrich satisfactory to them in their sole discretion
relating to the purchase and sale of certain shares of
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stock in MSI, Gould & Goodrich Leather, Inc. and G & G Realty, Inc. prior to
or at the time of the execution of this Agreement, or on or before Midnight,
January 8, 1997, whichever shall first occur.
14. BINDING EFFECT. This Agreement shall be binding on the Parties'
successors, assigns, transferees, heirs, legatees, beneficiaries, executors
and personal representatives.
15. SEVERABILITY. If any provision of this Agreement, or the
application thereof to any person or circumstances, shall to any extent be
held invalid and unenforceable, the invalidity of such provision shall not
affect any of the remaining provisions of this Agreement.
16. AMENDMENTS. This Agreement may be amended at any time by and with
the written consent of all of the parties hereto; additionally, any party
hereto may withdraw any of his shares subject to this Agreement at any time
by and with the written consent of the other parties hereto. Any shares
withdrawn pursuant to the provisions of this paragraph shall be subject to
the notice requirements specified in Section 3 above.
17. ENTIRE UNDERSTANDING OF THE PARTIES. This Agreement contains the
entire understanding between the parties with respect to the subject matter
hereof, and all prior negotiations and agreements are merged herein. Any
executory agreement simultaneously or hereafter made shall be ineffective to
change, modify, discharge or affect any abandonment of this Agreement, in
whole or in part, unless such executory agreement is in writing and signed by
the party against whom enforcement of the change, modification, discharge or
abandonment is sought.
18. SINGULAR INCLUDES PLURAL. The singular number includes the plural
and the masculine gender includes the feminine and the neuter, wherever
appropriate, and vice versa.
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19. TERMINATION OF TERM. Upon the occurrence of the following events
the Term shall be deemed expired:
(a) the expiration of the two (2) year term specified in Section 1.
(b) the mutual written consent of the Parties.
(c) MSI becomes subject, whether voluntarily or involuntarily, to any
proceeding for bankruptcy or receivership and such proceeding is not
dismissed within forty-five (45) days of its commencement.
20. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Delaware without regard to principles and conflicts of law.
21. MISCELLANEOUS. Except as otherwise set forth herein, no party may
assign any or all of his rights or delegate any or all of his duties under
this Agreement without the written consent of all other parties. Any person
or entity acting in the place of any party named herein shall be subject to
all of the provisions of this Agreement. All representations and warranties
made herein shall survive the execution and delivery of this Agreement. This
Agreement may be executed in counterparts, each of which when so executed
shall be as an original, but all such counterparts shall together constitute
one and the same instrument. Headings are included in this Agreement for
convenience of reference only and they are not a part of this Agreement. No
interpretation or construction of the Agreement shall be derived from or
based on headings.
IN WITNESS WHEREOF, Robert P. Gould, Jon E. Goodrich, and Marvin P.
Brown, have each hereunto set their hands and seals, the day and year first
above written.
/s/ Robert P. Gould
------------------------------ (SEAL)
Robert P. Gould
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/s/ Jon E. Goodrich
------------------------------ (SEAL)
Jon E. Goodrich
/s/ Marvin P. Brown
------------------------------ (SEAL)
Marvin P. Brown
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