SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MACE SECURITY INTERNATIONAL, INC.
---------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
554-335-109
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(Cusip Number)
Jon E. Goodrich, CEO and President
MACE SECURITY INTERNATIONAL, INC.
160 Benmont Avenue
Bennington, VT 05201
(802) 442-1504
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communication)
December 31, 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).
<PAGE>
CUSIP No. 554-335-109
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1 Name of Reporting Person
Marvin F. Brown
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2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
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4 Source of Funds
(See Instructions) N/A
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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
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7 Sole Voting Power
Number of
Shares 70,388
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 9 Sole Dispositive Power
70,388
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10 Shared Dispositive Power
0
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- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
370,388*
* includes 300,000 shares underlying options granted to Mr. Brown
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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)
5.2%
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14 Type of Reporting Person
(See Instructions) IN
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<PAGE>
This Amendment No. 3 amends and supplements the statement on Schedule 13D
(as previously filed and amended most recently in May 1997 (the "Schedule 13D"))
relating to the common stock, par value $.01 per share (the "Common Stock") of
Mace Security International, Inc. (the "Company") and filed with the Securities
and Exchange Commission on behalf of Marvin P. Brown. Except as disclosed
herein, there has been no change in the information previously reported in the
Schedule 13D, as amended. All capitalized terms herein shall have the meaning
assigned to them in the initial filings.
Item No. 5 Interest in Securities of the Issuer.
Item No. 5 is amended as follows:
Mr. Brown owns outright 70,388 shares of Common Stock, and has the sole
power to vote such shares. As a result of the termination of the Shareholders
Voting Agreement (as described in Item 6), Mr. Brown no longer has voting rights
(shared or sole) with respect to any other shares.
The termination of the Shareholders Voting Agreement caused the
termination of the options to purchase 200,000 shares of Common Stock from
private individuals. Since the termination of the Shareholders Voting Agreement,
Mr. Brown has been granted options to purchase 200,000 shares of Common Stock to
replace the options terminated as a result of the termination of the
Shareholders Voting Agreement. These options are exercisable at any time. As a
result, Mr. Brown is deemed to be the beneficial owner of the shares underlying
the options. However, he has no right to vote the shares underlying the options
until the options are exercised.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item No. 6 is amended as follows:
The Shareholders Voting Agreement entered into among Mr. Brown and Jon E.
Goodrich and Robert P. Gould on January 9, 1997 has been terminated.
As a result of the termination of the Shareholders Voting Agreement, the
options previously granted to Mr. Brown by Jon E. Goodrich and Robert P. Gould
have terminated. To replace the options that have terminated, Mr. Brown has been
granted options to purchase 100,000 shares of Common Stock by each of Messrs.
Goodrich and Gould. Such options are exercisable at any time at an exercise
price of $1.25 per share. Such options expire April 24, 1999.
Item 7. Material to be Filed as Exhibits.
(1) Option to purchase Common Stock.
<PAGE>
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 9, 1998 /s/ Marvin P. Brown
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MARVIN P. BROWN
