SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)(1)
FIELDWORKS, INCORPORATED
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
31659 P 103
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(CUSIP Number)
DAVID J. ADLER, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 16, 2000
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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 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.
(Page 1 of 10 Pages)
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(1) 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 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. 31659 P 103 13D Page 2 of 10 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
KONTRON EMBEDDED COMPUTERS AG
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
GERMANY
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,636,992
OWNED BY
EACH -----------------------------------------------------------------
REPORTING
PERSON WITH
8 SHARED VOTING POWER
6,000,000(2)
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9 SOLE DISPOSITIVE POWER
4,636,992
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10 SHARED DISPOSITIVE POWER
6,000,000(2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
10,636,992
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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)
58%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 31659 P 103 13D Page 3 of 10 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
FWRKS ACQUISITION CORP.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY
EACH -----------------------------------------------------------------
REPORTING
PERSON WITH
8 SHARED VOTING POWER
6,000,000(2)
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9 SOLE DISPOSITIVE POWER
NONE
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10 SHARED DISPOSITIVE POWER
6,000,000(2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,000,000
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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)
40%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(2) By virtue of the fact that FWRKS Acquisition Corp. is a
wholly-owned subsidiary of Kontron Embedded Computers AG, Kontron Embedded
Computers AG is deemed to share voting and dispositive power over the shares
beneficially owned by FWRKS Acquisition Corp.
<PAGE>
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CUSIP No. 31659 P 103 13D Page 4 of 10 Pages
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The following constitutes the Amended and Restated Schedule 13D filed
by the undersigned (the "Schedule 13D").
Item 1. Security and Issuer.
(a) This statement relates to shares (the "Shares") of the
common stock, par value $.001 per share ("Common Stock"), of FieldWorks,
Incorporated, a Minnesota corporation (the "Issuer"). The address of the
Issuer's principal executive offices is 7631 Anagram Drive, Eden Prairie,
Minnesota, 55344.
Item 2. Identity and Background.
(a) FWRKS Acquisition Corp., a Delaware corporation ("FWRKS"),
is a wholly owned subsidiary of Kontron Embedded Computers AG, a German
corporation ("Kontron").
The Executive Officers and Directors of FWRKS are as follows:
Name Title
---- -----
Pierre McMaster President, Chief Executive Officer
and Director
Sylvain Castonguay Chief Financial Officer, Treasurer,
Secretary and Director
The Executive Officers and Directors of Kontron are as
follows:
Name Title
---- -----
Hannes Niederhauser Chairman of the Managing Board
and Chief Executive Officer -
Europe
Pierre McMaster Chief Executive Officer - America
and Member of Managing Board
Martina Haubold Chief Financial Officer, Member
of Managing Board
Rudi Wieczorek Chief Technology Officer, Member
of Managing Board
Elmer Zeising Chairman of Supervisory Board
Georg Baumgartner Member of Supervisory Board
Constantin Von Dziembowski Member of Supervisory Board
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CUSIP No. 31659 P 103 13D Page 5 of 10 Pages
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Michael Jeske Member of Supervisory Board
Dr. Kurt Gustav Neumeister Member of Supervisory Board
Pierre Barnard Member of Supervisory Board
FWRKS, Kontron and each of the foregoing individuals are
referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b) The principal business address of FWRKS is c/o National
Corporate Research, Ltd., 615 South Dupont Highway, Dover, DE 19901.
The principal business address of Kontron is Oskar von
Millerstrasse. 1, D-85386 Eching, Germany.
(c) The principal business of FWRKS is to act as a holding
company.
The principal business of Kontron is the design, manufacture
and marketing of embedded computer systems.
(d) During the last five years, no Reporting Person has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, no Reporting Person has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Messrs. McMaster, Castonguay and Barnard are Canadian
citizens, Mr. Niederhauser is an Austrian citizen and Ms. Haubold and Messrs.
Wieczorek, Zeising, Baumgartner, Dzeimbowski, Jeske and Neumeister are German
citizens.
Item 3. Source and Amount of Funds or Other Consideration.
On June 29, 2000, FWRKS entered into a purchase and option
agreement (the "Purchase and Option Agreement") with the Issuer, attached as
Exhibit 7a to this Schedule 13D and incorporated herein by reference. FWRKS was
granted an option through August 15, 2000 to purchase 7.75 million shares of the
Issuer's Common Stock at a total purchase price of $7.75 million. In addition,
Kontron and Industrial-Works Holding Co., LLC ("IWHC"), executed an option
agreement (the "IWHC Option Agreement"), attached as Exhibit 7b to this Schedule
13D and incorporated herein by reference, whereby IWHC was entitled to purchase
60,000 shares of common stock of Kontron in exchange for 2,428,600 shares of
Series B Convertible Preferred Stock of the Issuer and 285,700 shares of Series
C Convertible Preferred Stock of the Issuer held by IWHC.
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CUSIP No. 31659 P 103 13D Page 6 of 10 Pages
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These shares of Preferred Stock of the Issuer would be convertible into
3,000,000 shares of Common Stock.
In addition, FWRKS loaned $2.5 million to the Issuer on June
30, 2000. The loan is evidenced by a subordinated note (the "Note") to FWRKS
which bears interest at 11% per annum and was to mature in September 2001,
attached as Exhibit 7c to this Schedule 13D and incorporated herein by
reference. FWRKS also received warrants to purchase 1.25 million shares of
Common Stock exercisable at $1.00 per share. The warrants were exercisable until
November 15, 2000, and were recorded at their estimated fair value at the date
of issuance. Kontron provided the funds loaned by FWRKS to the Issuer.
On August 16, 2000, FWRKS and the Issuer agreed to an
Amendment to the Purchase and Option Agreement, attached as Exhibit 7d to this
Schedule 13D and incorporated by reference herein, whereby the option previously
granted to FWRKS was amended to provide for an option to acquire 6 million
shares of Common Stock for a purchase price of $5.4 million. The maturity date
of the Note was extended to February 15, 2001 and the warrant was canceled.
Concurrently, the option granted to FWRKS under the Purchase and Option
Agreement was exercised.
In addition, Kontron and IWHC agreed to an amendment to the
IWHC Option Agreement, attached as Exhibit 7e to this Schedule 13D and
incorporated herein by reference, whereby the option previously granted to IWHC
was amended to provide for an option to acquire 62,000 shares of common stock of
Kontron in exchange for Preferred Stock of the Issuer that is convertible into
3.4 million shares Common Stock.
The closing of these transactions is subject to shareholder
approval, the exercise of IWHC's option and satisfaction of other closing
conditions as set forth in the Purchase and Option Agreement. Upon closing of
each of these transactions, the Reporting Persons would own a majority of the
Common Stock of the Issuer on an as converted basis.
Kontron acquired Shares of the Issuer within the last 60 days
through the following privately negotiated transactions:
Shares of Common Stock Price Per Date of
Purchased Share Purchase
----------- ------- --------
204,076 $1.10 7/21/00
782,916 $1.23 8/16/00
Kontron acquired Shares of the Issuer within the last 60 days
through the following open-market transactions:
Shares of Common Stock Price Per Date of
Purchased Share Purchase
----------- ------- --------
10,000 $0.84 6/29/00
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CUSIP No. 31659 P 103 13D Page 7 of 10 Pages
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4,700 $0.88 6/30/00
15,000 $0.88 7/7/00
80,300 $1.00 7/11/00
40,000 $1.00 7/12/00
20,000 $1.00 7/13/00
20,000 $1.00 7/14/00
10,000 $1.00 7/18/00
45,000 $0.75 8/15/00
5,000 $0.75 8/16/00
Item 4. Purpose of Transaction.
The parties filing this Statement entered into the agreements
described in this Schedule 13D and purchased and will purchase the Shares with
the intention of obtaining majority control of the Issuer upon satisfaction of
the conditions set forth in the Purchase and Option Agreement, including
stockholder approval of the transactions, and closing of the transactions
contemplated thereby, and will hold a majority of the seats on the Issuer's
Board of Directors, and will have the ability to control actions taken by the
Issuer. Based upon the results of their ongoing review of the Issuer's
operations and economic and other considerations, including the availability of,
and alternative uses of, investment funds, the Reporting Persons may determine
to acquire additional Shares, to sell Shares, or to make other changes in the
operations of the Issuer. However, aside from acquiring seats on the Issuer's
Board and providing services to the Issuer as discussed in Item 6 below, at this
time the persons filing this Statement do not have any plans or proposals that
would relate to, or would result in, any transaction, change or other occurrence
with respect to the Issuer or the Shares as is listed in paragraphs (a) through
(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares of Common Stock
reported and owned by the Reporting Persons is based upon 8,894,426 Shares
outstanding, which is the total number of Shares of Common Stock outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 2, 2000.
As of the close of business on August 16, 2000, FWRKS
beneficially owned 6,000,000 shares of Common Stock, constituting approximately
40% of the Shares outstanding, and Kontron beneficially owned 10,636,992 Shares
of Common Stock, inclusive of the Shares beneficially owned by FWRKS, which
constitutes approximately 58% of the Shares outstanding.
(b) The Board of Directors of FWRKS has the power to direct
the vote and disposition of the Shares owned by FWRKS.
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CUSIP No. 31659 P 103 13D Page 8 of 10 Pages
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The Board of Directors of Kontron has the power to direct the
vote and disposition of the 4,636,992 Shares owned by Kontron, and as the sole
shareholder of FWRKS, Kontron has indirect beneficial ownership of the Shares
owned by FWRKS because it owns all of the interests in FWRKS and can influence
voting, purchase or dispositions of the Shares by FWRKS.
(c) Item 3 lists all transactions in the Issuer's Common Stock
in the last 60 days by the Reporting Persons.
(d) No person other than Kontron or FWRKS is known to have the
right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, such Shares of Common Stock.
Item 6. Contracts, Agreements, Understandings or Relationships with
Respect to Securities of the Issuer.
The information set forth in Item 3 hereof concerning
agreements with respect to securities of the Issuer is incorporated herein by
reference.
On July 11, 2000 Kontron entered into a Operating Protocol
Memorandum with the Issuer, attached as Exhibit 7f to this Schedule 13D and
incorporated herein by reference, by which certain design, development and
production operations and European sales, service and support activities of the
Issuer were transferred to Kontron. The term of the agreement is through
December 31, 2001.
Other than as described herein, there are no contracts,
arrangements, or understandings among the Reporting Persons and any other
person, with respect to any securities of the Issuer.
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CUSIP No. 31659 P 103 13D Page 9 of 10 Pages
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Item 7. Material to be Filed as Exhibits.
7a. Purchase and Option Agreement, dated as of June 29,
2000 by and among FWRKS Acquisition Corp. and
FieldWorks, Incorporated (incorporated by reference
to Exhibit 10.2 of the FieldWorks, Incorporated
quarterly report filed on Form 10-Q for the period
ending July 2, 2000, File No. 333-18335).
7b. Kontron Embedded Computers AG Option to Purchase
60,000 Bearer Shares Without Par Value dated June 29,
2000 (incorporated by reference to Exhibit 10.6 of
the FieldWorks, Incorporated quarterly report filed
on Form 10-Q for the period ending July 2, 2000, File
No 333-18335).
7c. FieldWorks, Incorporated Subordinated Note due
September 30, 2001 dated June 20, 2000 (incorporated
by reference to Exhibit 10.4 of the FieldWorks,
Incorporated quarterly report filed on Form 10-Q for
the period ending July 2, 2000, File No 333-18335).
7d. Amendment to Purchase and Option Agreement dated as
of June 29, 2000, between FWRKS Acquisition Corp. and
FieldWorks, Incorporated, dated August 16, 2000
(incorporated by reference to Exhibit 10.1 of the
FieldWorks, Incorporated current report filed on Form
8-K dated August 16, 2000, File No. 333-18335).
7e. Amendment to the Option to Purchase dated as of June
29, 2000, issued by Kontron Embedded Computers AG in
favor of Industrial-Works Holding Co., LLC, dated
August 16, 2000 (incorporated by reference to Exhibit
10.2 of the FieldWorks, Incorporated current report
filed on Form 8-K dated August 16, 2000, File No.
333-18335).
7f. Operating Protocol Memorandum by and among Kontron
Embedded Computers AG and FieldWorks, Incorporated
dated July 11, 2000 (incorporated by reference to
Exhibit 10.7 of the FieldWorks, Incorporated
quarterly report filed on Form 10-Q for the period
ending July 2, 2000, File No 333-18335).
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CUSIP No. 31659 P 103 13D Page 10 of 10 Pages
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 19, 2000 FWRKS ACQUISITION CORP.
/s/ Pierre McMaster
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Name: Pierre McMaster
Title: President
KONTRON EMBEDDED COMPUTERS AG
/s/ Martina Haubold
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Name: Martina Haubold
Title: Chief Financial Officer
