SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT No. 5
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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
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(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 Rule13d-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).
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CUSIP No. 554-335-109
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jon E. Goodrich
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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
(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
U.S.A.
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7 Sole Voting Power
Number of
Shares 2,259,246*
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 000
Person --------------------------------------------------------
With 9 Sole Dispositive Power
2,259,246*
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10 Shared Dispositive Power
000
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,259,246*
(Includes sole and shared authority)
*100,000 of these shares underly options granted by Mr. Goodrich to Mr. Brown,
and 200,000 of these share underly options granted by Mr. Goodrich to various
investors.
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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)
31.9%
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14 Type of Reporting Person
(See Instructions) IN
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This Amendment No. 5 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 Jon E. Goodrich. Except as disclosed
herein, there has been no change in the information previously reported in the
Schedule 13D, as amended. Capitalized terms not defined herein shall have the
meaning ascribed to them in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended as follows:
On December 31, 1997, Mr. Goodrich sold 400,000 shares of Common Stock in
private transactions to various investors, and granted to certain of such
investors the option to purchase an aggregate of an additional 200,000 shares of
Common Stock. The terms of these transactions were not disclosed.
Mr. Goodrich owns outright, 2,259,246 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. Goodrich no longer
has voting rights (shared or sole) with respect to any other shares.
Mr. Goodrich has granted to Marvin P. Brown option to purchase 100,000
shares of Common Stock.
Until such time as the foregoing options are exercised, Mr. Goodrich
continues to own, and have the sole right to vote, the shares underlying the
options. Consequently, the shares underlying the options are included in the
2,259,246.
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 Marvin Brown, Mr.
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 Mr. Goodrich have terminated. To
replace the options that have terminated, Mr. Brown has been granted options to
purchase 100,00 shares of Common Stock by Mr. Goodrich. Such options are
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exercisable at any time at an exercise price of $1.25 per share. Such options
expire April 24, 1999.
Separately, Mr. Goodrich granted options to purchase an aggregate of
200,000 share of Common Stock to various investors. Such options are exercisable
at any time at an exercise price of $1.00 per share. Such options expire
December 31, 2002.
Item 7. Material to be Filed as Exhibits.
(1) Option to purchase Common Stock granted to Marvin Brown
(2) Form of option granted to various investors.
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/ Jon E. Goodrich
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JON E. GOODRICH
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NEITHER THIS OPTION NOR THE COMMON STOCK WHICH MAY BE ACQUIRED UPON EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
("ACT"), OR APPLICABLE STATE LAW. NEITHER THIS OPTION NOR SUCH COMMON STOCK MAY
BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW.
PURCHASE OPTION
For the Purchase of
________ Shares of Common Stock
of
MACE SECURITY INTERNATIONAL, INC.
(A Delaware Corporation)
1. Purchase Option.
THIS CERTIFIES THAT, in consideration of $_______ duly paid by or on
behalf of ________________________________ ("Holder"), with an address of
____________________, as owner of this Purchase Option, to Jon E. Goodrich
("Goodrich"), Holder is entitled, at any time or from time to time, commencing
on the date hereof and expiring at 5:00 p.m., Eastern Time, , 2002 ("Expiration
Date"), but not thereafter, to purchase and receive from Goodrich, in whole or
in part, up to ______ shares of common stock of Mace Security International,
Inc. ("Company"), $.01 par value per share ("Common Stock"). The shares of
Common Stock are sometimes collectively referred to herein as the "Securities."
If the Expiration Date is a day on which banking institutions are authorized by
law to close, then this Purchase Option may be exercised on the next succeeding
day which is not such a day in accordance with the terms herein. This Purchase
Option is initially exercisable at $1.00 per share purchased; provided, however,
that upon the occurrence of any of the events specified in Section 6 hereof, the
rights granted by this Purchase Option, including the exercise price and the
number of shares of Common Stock to be received upon such exercise, shall be
adjusted as therein specified. The term "Exercise Price" shall mean the initial
exercise price or the adjusted exercise price of a share of Common Stock,
depending on the context.
2. Representations and Agreements of Goodrich. Goodrich hereby represents that
he is the holder of record and beneficial owner of the Securities, free and
clear of any security interests, liens or encumbrances, he has not granted to
any person or persons any options or other rights to buy, or proxies or other
rights to vote, the Securities, and, when delivered upon any exercise of this
Purchase Option, the Securities will be free and clear of any security
interests, liens or encumbrances, and no other person will have any option or
other right to buy, or proxy or other right to vote, the Securities. Goodrich
hereby agrees that until the expiration of this Purchase Option he shall not
sell or otherwise transfer, or grant to any other person or
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persons any options or other rights to buy, or proxies or other rights to vote,
the Securities.
3. Exercise.
3.1. Exercise Form. In order to exercise this Purchase Option, the
exercise form attached hereto must be duly executed and completed and delivered
to Goodrich, together with this Purchase Option and payment of the Exercise
Price in cash or by certified check or official bank check payable to Goodrich
for the Securities being purchased. If the rights represented hereby shall not
be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this
Purchase Option shall become and be void without further force or effect, and
all rights represented hereby shall cease and expire. Within 10 business days
after the surrender to Goodrich of a duly executed exercise form, this Purchase
Option and funds sufficient to pay the Exercise Price for the shares of Common
Stock for which this Purchase Option is being exercised, Goodrich shall deliver
to the Holder a certificate, registered in the name of the Holder, representing
the number of shares of Common Stock for which this Purchase Option is being
exercised.
3.2. Legend. Each certificate for Securities purchased under this Purchase
Option shall bear a legend as follows unless such Securities have been
registered under the Securities Act of 1933, as amended ("Act"):
"The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended ("Act"), or
applicable state law. The securities may not be offered
for sale, sold or otherwise transferred except pursuant
to an effective registration statement under the Act or
pursuant to an exemption from registration under the Act
and applicable state law."
4. Transfer. This Purchase Option shall not be transferred unless and until
Goodrich has received an opinion of counsel for the Holder, addressed to
Goodrich, that this Purchase Option may be transferred pursuant to an exemption
from registration under the Act. Such opinion may be the opinion of Graubard
Mollen & Miller.
5. New Purchase Options to be Issued.
5.1. Partial Exercise. This Purchase Option may be exercised in whole or
in part. In the event of the exercise in part only, upon surrender of this
Purchase Option to Goodrich, together with the duly executed exercise form and
funds sufficient to pay any Exercise Price, Goodrich shall indicate such partial
exercise on the signature page hereto and shall return this Purchase Option to
the Holder.
5.2. Partial Transfer. Subject to the restrictions in Section 4 hereof,
this Purchase Option may be assigned in whole or in part. In the event of the
assignment hereof in part only, upon surrender of this Purchase Option to
Goodrich for cancellation, together with the duly executed assignment form,
Goodrich shall cause to be delivered to the Holder new Purchase Options of like
tenor to this Purchase Option in the names of the Holder and the transferee
evidencing the rights of the Holder and the transferee to purchase the aggregate
number of
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shares of Securities purchasable hereunder and reflecting the
transfer.
5.3. Lost Certificate. Upon receipt by Goodrich of evidence of the loss,
theft, destruction or mutilation of this Purchase Option, and reasonably
satisfactory indemnification, Goodrich shall execute and deliver a new Purchase
Option of like tenor and date. Any such new Purchase Option executed and
delivered as a result of such loss, theft, mutilation or destruction shall
constitute a substitute contractual obligation on the part of Goodrich.
6. Adjustments.
6.1. Adjustments to Exercise Price and Number of Securities. The Exercise
Price and the number of Option Shares shall be subject to adjustment from time
to time as hereinafter set forth:
6.1.1. Stock Dividends, Recapitalization, Reclassification,
Split-Ups. If after the date hereof the number of Option Shares is increased by
a stock dividend payable in shares of Common Stock or by a split-up,
recapitalization or reclassification of shares of Common Stock or other similar
event, then, on the effective date thereof, the number of shares of Common Stock
that may be purchased upon exercise of this Purchase Option shall be increased
in proportion to such increase in the number of Option Shares. For example, if
the Company declares a two-for-one stock dividend and at the time of such
dividend this Purchase Option is for the purchase of 100,000 shares at $1.00 per
share, upon effectiveness of the dividend, this Purchase Option will be adjusted
to allow for the purchase of 200,000 shares at $.50 per share.
6.1.2. Aggregation of Shares. If after the date hereof the number of
Option Shares is decreased by a consolidation, combination or reclassification
of shares of Common Stock or other similar event, then, upon the effective date
thereof, the number of shares of Common Stock that may be purchased upon
exercise of the Purchase Option shall be decreased in proportion to such
decrease in the number of Option Shares. For example, if the Company effects a
one-for-two reverse stock split and at the time of such reverse stock split this
Purchase Option is for the purchase of 100,000 shares at $1.00 per share, upon
effectiveness of the reverse stock split, this Purchase Option will be adjusted
to allow for the purchase of 50,000 shares at $2.00 per share.
6.1.3. Adjustments in Exercise Price. Whenever the number of shares
of Common Stock purchasable upon the exercise of this Purchase Option is
adjusted, as provided in this Section 6.1, the Exercise Price shall be adjusted
(to the nearest one cent) by multiplying such Exercise Price immediately prior
to such adjustment by a fraction (x) the numerator of which shall be the number
of shares of Common Stock purchasable upon the exercise of this Purchase Option
immediately prior to such adjustment, and (y) the denominator of which shall be
the number of shares of Common Stock so purchasable immediately thereafter.
6.1.4. Replacement of Securities Upon Reorganization, Etc. In case
of any reclassification or reorganization of the outstanding shares of Common
Stock other than a change covered by Section 6.1.1 or 6.1.2 hereof or which
solely affects the par value of such shares of Common Stock, or in the case of
any merger or consolidation of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the
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<PAGE>
continuing corporation and which does not result in any reclassification or
reorganization of the outstanding shares of Common Stock), or in the case of any
sale or conveyance to another corporation or entity of the property of the
Company as an entirety or substantially as an entirety in connection with which
the Company is dissolved, if and to the extent Goodrich, as the holder of the
Option Shares purchasable upon exercise of this Purchase Option, has the right
to receive shares of stock or other securities or property (including cash) upon
such reclassification, reorganization, merger or consolidation, or upon a
dissolution following any such sale or other transfer, the Holder of this
Purchase Option shall have the right thereafter (until the expiration of the
right of exercise of this Purchase Option) to receive from Goodrich, upon the
exercise hereof, for the same aggregate Exercise Price payable hereunder
immediately prior to such event, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any
such sale or other transfer, by Goodrich with respect to the Option Shares
purchasable upon exercise of this Purchase Option immediately prior to such
event; and if any reclassification also results in a change in shares of Common
Stock covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made
pursuant to Section 6.1.1 or 6.1.2 and Section 6.1.3 and this Section 6.1.4. The
provisions of this Section 6.1.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.
6.1.5. Changes in Form of Purchase Option. This form of Purchase
Option need not be changed because of any change pursuant to this Section, and
Purchase Options issued after such change may state the same Exercise Price and
the same number of shares of Common Stock as are stated in the Purchase Options
initially issued pursuant to this Agreement. The acceptance by any Holder of the
issuance of new Purchase Options reflecting a required or permissive change
shall not be deemed to waive any rights to a prior adjustment or the computation
thereof.
7. Notices. All notices, requests, consents and other communications under this
Purchase Option shall be in writing and shall either be delivered personally or
sent by certified mail, return receipt requested, postage prepaid, or by Federal
Express next business day service with signed receipt required, and addressed as
follows, and shall be deemed duly given hereunder when so delivered: (i) if to
the registered Holder of the Purchase Option, to the address of such Holder as
set forth above, or (ii) if to Goodrich, to 3479 Monument Avenue Extension,
Bennington, Vermont 05201. A copy of any notice to a Holder shall also be sent
to David Alan Miller, Esq., Graubard Mollen & Miller, 600 Third Avenue, New
York, New York 10016-2097.
8. Miscellaneous.
8.1. Headings. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Option.
8.2. Entire Agreement. This Purchase Option (together with the other
agreements and documents being delivered pursuant to or in connection with this
Purchase Option) constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings of the parties, oral and written, with respect to the subject
matter hereof.
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<PAGE>
8.3. Binding Effect. This Purchase Option shall inure solely to the
benefit of, and shall be binding upon, the Holder and Goodrich, and their
respective successors, legal representatives and assigns, and no other person
shall have or be construed to have any legal or equitable right, remedy or claim
under or in respect of or by virtue of this Purchase Option or any provisions
herein contained.
8.4. Governing Law; Submission to Jurisdiction. This Purchase Option shall
be governed by and construed and enforced in accordance with the laws of the
State of New York, without giving effect to principles of conflicts of laws.
Goodrich hereby agrees that any action, proceeding or claim against Goodrich
arising out of, or relating in any way to this Purchase Option shall be brought
and enforced in the courts of the State of New York or of the United States of
America for the Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. Goodrich hereby waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum. Any process or summons to be served upon Goodrich may be
served by transmitting a copy thereof by registered or certified mail, return
receipt requested, postage prepaid, addressed to Goodrich at his address set
forth on the signature page hereof. Such mailing shall be deemed personal
service and shall be legal and binding upon Goodrich in any action, proceeding
or claim. Goodrich agrees that the prevailing party(ies) in any such action
shall be entitled to recover from the other party(ies) all of its reasonable
attorneys' fees and expenses relating to such action or proceeding and/or
incurred in connection with the preparation therefor.
8.5. Waiver, Etc. The failure of Goodrich or the Holder at any time to
enforce any of the provisions of this Purchase Option shall not be deemed or
construed to be a waiver of any such provision, nor to in any way affect the
validity of this Purchase Option or any provision hereof or the right of
Goodrich or any Holder thereafter to enforce each and every provision of this
Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of
any of the provisions of this Purchase Option shall be effective unless set
forth in a written instrument executed by the party or parties against whom or
which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of
any other or subsequent breach, non-compliance or non-fulfillment.
8.6. Execution in Counterparts. This Purchase Option may be executed in
one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement, and shall become
effective when one or more counterparts has been signed by each of the parties
hereto and delivered to each of the other parties hereto.
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<PAGE>
IN WITNESS WHEREOF, Goodrich has executed this Purchase Option as of the
23rd day of December, 1997.
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Jon E. Goodrich
3479 Monument Avenue Extension
Bennington, Vermont 05201
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* Partial Exercise Record *
Number of Option Shares
Date of Exercise Relating to Such Exercise
---------------- -------------------------
----------------------------- -----------------------------
----------------------------- -----------------------------
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Form to be used to exercise Purchase Option:
Jon E. Goodrich
3479 Monument Avenue Extension
Bennington, Vermont 05201
Date:_________________, 19__
The undersigned hereby elects irrevocably to exercise the within
Purchase Option and to purchase from you ________________ shares of Common Stock
of Mace Security International, Inc. and hereby makes payment of $____________
(at the rate of $___________ per share of Common Stock) in payment of the
Exercise Price pursuant thereto. Please deliver the Common Stock as to which
this Purchase Option is exercised in accordance with the instructions given
below.
_________________________________________
Signature
INSTRUCTIONS FOR DELIVERY OF SECURITIES
Name:
---------------------------------------------------------------------------
(Print in Block Letters)
Address:
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Form to be used to exercise Purchase Option:
Jon E. Goodrich
3479 Monument Avenue Extension
Bennington, Vermont 05201
Date:_________________, 19__
The undersigned hereby elects irrevocably to exercise the within
Purchase Option and to purchase from you ________________ shares of Common Stock
of Mace Security International, Inc. and hereby makes payment of $_____________
(at the rate of $ ___________ per share of Common Stock) in payment of the
Exercise Price pursuant thereto. Please deliver the Common Stock as to which
this Purchase Option is exercised in accordance with the instructions given
below.
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Signature
INSTRUCTIONS FOR DELIVERY OF SECURITIES
Name:
---------------------------------------------------------------------------
(Print in Block Letters)
Address:
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Form to be used to assign Purchase Option:
ASSIGNMENT
(To be executed by the Holder to effect a transfer of the within
Purchase Option):
FOR VALUE RECEIVED, ________________________________________________
does hereby sell, assign and transfer unto _____________________________________
the right to purchase ______________ shares of Common Stock to purchase ________
shares of Common Stock of Mace Security International, Inc. evidenced by the
within Purchase Option.
