SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT No. 6
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 30, 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 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).
<PAGE>
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
Robert P. Gould
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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 136,444*
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 000
Person --------------------------------------------------------
With 9 Sole Dispositive Power
136,444*
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10 Shared Dispositive Power
000
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
136,444*
(Includes sole and shared authority)
*100,000 of these shares underly options granted by Mr. Gould 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)
1.9%
(Includes sole and shared authority)
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14 Type of Reporting Person
(See Instructions) IN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 6 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 Robert P. Gould. 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 and supplemented by adding thereto the following:
On December 30, 1997, Mr. Gould sold 1,000,000 shares of Common Stock in
private transactions to various investors. The terms of these transaction were
not disclosed.
Mr. Gould owns 136,444 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. Gould no longer has voting rights
(shared or sole) with respect to any other shares.
There are currently 7,081,666 shares of Common Stock outstanding.
Mr. Gould has granted to Marvin P. Brown an option to purchase 100,000
shares of Common Stock. Until such time the option is exercised, Mr. Gould
continues to own, and have the sole right to vote, the shares underlying the
option. Consequently, the shares underlying the option are included in the
136,444.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is hereby amended as follows:
The Shareholders Voting Agreement entered into among Mr. Gould, Marvin P.
Brown and Jon E. Goodrich 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. 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 Mr. Gould. Such options are exercisable at any
time at an exercise price of $1.25 per share. Such options expire April 24,
1999.
<PAGE>
Item 7. Material to be Filed as Exhibits.
(1) Option to purchase Common Stock granted to Marvin P. Brown.
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/ Robert P. Gould
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ROBERT P. GOULD
<PAGE>
RIGHT TO PURCHASE STOCK
THIS AGREEMENT, made and entered into as of this 29th day of December,
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 :
WHEREAS, Gould and Goodrich 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, Brown has facilitated the sale of certain of the Shares of MSI
owned by Gould and Goodrich; and
WHEREAS, Brown has consented to the early termination of the Shareholders
Voting Agreement among the parties dated January 9, 1997;
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 is hereby acknowledged,
the 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 the 29th
day of December, 1997, and shall continue for a term expiring at 5:00 p.m. on
April 24, 1999 (the Term) unless sooner terminated by written agreement of the
Parties or judicial order, whichever first occurs. If Brown shall die, his
estate or such person as Brown may by valid probated will
<PAGE>
designate, shall be entitled to exercise all of the rights of Brown hereunder at
any time during the remainder of the Term.
2. Right to Purchase Shares. During the term of this Agreement, Brown
shall have the right to purchase from each of Gould and Goodrich 100,000 shares
of the voting common stock of MSI owned by each of them.
3. Exercise of Right. Brown may exercise his right to purchase shares at
any time during the duration of this Agreement as to any part of or all of the
shares which are covered thereby subject to the following conditions:
(A) The right to purchase may not be exercised as to less than 25,000
shares at any one time;
(B) Brown shall exercise his right to purchase equally as between shares
owned by Gould and shares owned by Goodrich (i.e., any exercise of
the right to purchase shall result in the purchase of an equal
number of shares from Gould and from Goodrich).
4. Notice of Exercise of Right. The right to purchase shall be exercised
by written notice to Gould at 709 East McNeill Street, Lillington, North
Carolina 27546, and to Goodrich at 3479 Monument Avenue Extension, Bennington
Vermont 05201. Such notice shall state the number of shares as to which Brown is
exercising said right and shall be signed by him. As soon as is practicable
following receipt of written notice and payment of the full purchase price due
each of them, Gould and Goodrich shall each deliver to Brown certificates
representing the Shares as to which the right to purchase was exercised and for
which full payment has been made.
5. Purchase Price and Payment Terms. The purchase price shall be $1.25 per
share payable in full in cash at the time Brown exercises his right to purchase
pursuant to Section 4
<PAGE>
above.
6. Limitation of Rights. Brown shall have no rights of a shareholder with
respect to any shares covered by this Agreement prior to delivery to him of
certificates for such shares following due exercise of his right to purchase.
7. Agreement Contingent on Other Transactions. The validity and effect of
this Agreement is contingent on the consummation of the sale of at least 800,000
shares of Gould's stock and 400,000 shares of Goodrich's stock prior to or at
the time of the execution of this Agreement.
8. Binding Effect. This Agreement shall be binding on the Parties'
successors, assigns, transferees, heirs, legatees, beneficiaries, executors and
personal representatives.
9. 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.
10. Singular Includes Plural. The singular number includes the plural and
the masculine gender includes the feminine and the neuter, wherever appropriate,
and vice versa.
11. Governing Law. This Agreement shall be governed by the laws of the
State of Delaware without regard to principles and conflicts of law.
12. 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
<PAGE>
of all other parties. Any person or entity acting in the pace of any party named
herein shall be subject to all of the provisions 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)
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WITNESS: Robert P. Gould
/s/
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/s/ Jon E. Goodrich (SEAL)
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WITNESS: Jon E. Goodrich
/s/
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/s/ Bonnie L. Sennett /s/ Marvin P. Brown (SEAL)
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WITNESS: Marvin P. Brown
/s/ Bonnie L. Sennett
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