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. 4)(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)
December 29, 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 11 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 11 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 7,163,242
OWNED BY ----------------------------------------------------------------
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
6,000,000(2)
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9 SOLE DISPOSITIVE POWER
7,163,242
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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
13,163,242
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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)
65 %
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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 11 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)
9 SOLE DISPOSITIVE POWER
NONE
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.
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CUSIP No. 31659 P 103 13D Page 4 of 11 Pages
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The following constitutes the Amendment No. 4 ("Amendment No. 4") to
the Schedule 13D filed by the undersigned. This Amendment No. 4 amends the
Schedule 13D as specifically set forth. (the "Schedule 13D").
Item 3 is hereby amended to add the following:
Item 3. Source and Amount of Funds or Other Consideration.
On or about October 3, 2000, IWHC delivered to Kontron a
Notice of Exercise to purchase 42,000 shares of common stock of Kontron (the
"First Exercise"). Pursuant to the terms of the IWHC Option Agreement and such
Notice of Exercise, IWHC was to acquire 42,000 shares of common stock of Kontron
in exchange for (i) 500,000 shares of Series C Preferred Stock of the Issuer,
and (ii) 1,211,096.77 shares of Series B Preferred Stock of the Issuer, both of
which together are convertible into 2,303,226 shares of Common Stock.
On or about December 1, 2000, IWHC delivered to Kontron a
Notice of Exercise to purchase 20,000 shares of common stock of Kontron (the
"Second Exercise"). Pursuant to the terms of the IWHC Option Agreement and such
Notice of Exercise, IWHC was to acquire 20,000 shares of common stock of Kontron
in exchange for 1,052,903.23 shares of Series B Preferred Stock of the Issuer,
which are convertible into 1,096,774 shares of Common Stock.
In connection with the First Exercise and the Second Exercise,
IWHC and Kontron entered into a Stock Sale and Settlement Agreement, dated as of
December 29, 2000 ("Settlement Agreement"). Pursuant to the terms of the
Settlement Agreement, Kontron (i) confirmed that it had issued the 42,000
Kontron bearer shares with respect to the First Exercise and the 20,000 Kontron
bearer shares with respect to the Second Exercise, (ii) agreed to deliver the
42,000 Kontron bearer shares pursuant to instructions received from IWHC and to
use its best efforts to cause the 20,000 Kontron bearer shares to be registered
on the Commercial Register of the Munich Local Court as soon as possible and
then to deliver such shares pursuant to instructions to be received from IWHC,
and (iii) sold an additional 38,000 Kontron bearer shares to IWHC in exchange
for 1,986,000 shares of Fieldworks Series B Preferred Stock. Such 1,986,000
preferred shares are convertible into 2,068,750 shares of Common Stock. The
Settlement Agreement also provided for the mutual release of Kontron and IWHC.
The exercise and closing of the IWHC Option Agreement were deemed by the parties
to have been completed on the date of the Settlement Agreement.
Kontron acquired additional shares of Common Stock on December 5, 2000
through the following open-market transaction:
Shares of Common Stock Price Per Date of
Purchased Share Purchase
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25,000 $0.90 12/5/00
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CUSIP No. 31659 P 103 13D Page 5 of 11 Pages
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Items 5(a) and 5(b) are hereby amended and restated to read as follows:
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 14,894,426 shares of
Common Stock 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 October 1, 2000, plus the 6,000,000 shares of Common Stock
issued to FWRKS in connection with the closing of the Purchase and Option
Agreement.
As of the close of business on January 2, 2001, FWRKS
beneficially owned 6,000,000 shares of Common Stock, constituting approximately
40% of the shares of Common Stock outstanding, and Kontron beneficially owned
13,163,242 shares of Common Stock, inclusive of the shares of Common Stock
beneficially owned by FWRKS, which constitutes approximately 65% of the shares
of Common Stock outstanding.
(b) The Board of Directors of FWRKS has the power to direct
the vote and disposition of the shares of Common Stock owned by FWRKS.
The Board of Directors of Kontron has the power to direct the
vote and disposition of the 7,163,242 shares of Common Stock owned by Kontron,
and as the sole shareholder of FWRKS, Kontron has indirect beneficial ownership
of the shares of Common Stock owned by FWRKS because it owns all of the
interests in FWRKS and can influence voting, purchase or dispositions of the
shares of Common Stock owned by FWRKS.
Item 7 is hereby amended to add the following:
Item 7. Material to be Filed as Exhibits.
7g. Stock Sale and Settlement Agreement, dated as of
December 29, 2000, by and between Industrial-Works
Holding Co., LLC and Kontron Embedded Computers AG.
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CUSIP No. 31659 P 103 13D Page 6 of 11 Pages
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SIGNATURES
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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: January 3, 2001 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
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CUSIP No. 31659 P 103 13D Page 7 of 11 Pages
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EXHIBIT 7.g
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CUSIP No. 31659 P 103 13D Page 8 of 11 Pages
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STOCK SALE AND SETTLEMENT AGREEMENT
This Agreement is made as of the 29th day of December 2000, by and
between Industrial-Works Holding Co. LLC, a Delaware limited liability company
("Industrial-Works"), and Kontron embedded computers AG, a German corporation,
("Kontron") with respect to .hares of Fieldworks, Incorporated, a Minnesota
corporation ("Fieldworks"), and is made in view of the following recitals.
RECITALS
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A. On or about June 29, 2000, Kontron issued in favor of
Industrial-Works an option to purchase bearer shares of Kontron in return for
certain shares of Fieldworks. This option, as amended August 16, 2000, is the
"Option."
B. Pursuant to the Option, Industrial-Works exercised its "First
Option" (hereinafter the "First Exercise) to purchase 42,000 bearer shares of
Kontron and tendered to Kontron Certificate No. 1 for Fieldworks Series C
preferred stock of Fieldworks; representing 500,000 shares and Certificate No. 2
for Fieldworks Series B preferred shares representing 1,211,096.77 shares.
C. Pursuant to the Option, Industrial-Works exercised its "Second
Option" (hereinafter the "Second Exercise") to purchase 20,000 bearer shares of
Kontron and tendered to Kontron Certificate No. 3 for Fieldworks Series B
preferred shares representing 1,052,903.23 shares.
D. In connection with the First Exercise, Industrial-Works notified
Kontron that it wished to exercise its rights to receive cash rather than share
certificates because share certificates were not delivered by the deadline
specified in the Option. The parties have disputed the applicability of these
provisions and Kontron does not wish to pay cash upon the First Exercise.
E. The parties have discussed their differences, desire to settle all
of them and, as part of such settlement desire to have Kontron acquire the
remaining Fieldworks Series B preferred stock held by Industrial-Works.
NOW THEREFORE, in recognition of the foregoing Recitals and in
consideration of the mutual agreements, covenants and understandings conveyed in
this Agreement, the parties agree as follows:
(1) Delivery of Kontron Shares for First Exercise. Kontron
confirms that Industrial-Works has exercised its rights under the First
Exercise. Industrial-Works hereby agrees to surrender its rights to receive cash
in lieu of shares with respect to the First Exercise, and Kontron confirms that
it has issued 42,000 bearer shares of Kontron, no par value, in the name of
Industrial-Works, and caused these shares
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CUSIP No. 31659 P 103 13D Page 9 of 11 Pages
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to be registered on the Commercial Register of the Munich Local Court. Kontron
agrees to immediately deliver these shares pursuant to instructions by
Industrial-Works.
(2) Delivery of Kontron Shares for Second Exercise. Kontron
confirms that Industrial-Works has exercised its rights under the Second
Exercise. Kontron confirms that it has issued 20,000 bearer shares of Kontron,
no par value, and has received all German Law Documents necessary to cause these
shares to be registered on the Commercial Register of the Munich Local Court.
Kontron agrees to use best efforts to cause these 20,000 shares to be
registered on the Commercial Register of the Munich Local Court as soon as
possible. Upon such registration, Kontron agrees to immediately deliver these
shares pursuant to instructions by Industrial-Works.
(3) Sale of Remaining FieldWorks Shares in Exchange for
Kontron Shares. Industrial-Works hereby sells to Kontron its remaining 1,986,000
shares of Fieldworks Series B preferred stock, in exchange for 38,000 bearer
shares of Kontron, no par value. Industrial-Works hereby tenders Certificate No.
4 for Fieldworks Series B preferred stock, representing 1,052,903.23 shares,
accompanied by an appropriate stock power. Kontron acknowledges receipt of the
stock certificate and the stock power. Kontron hereby issues 38,000 bearer
shares of Kontron, no par value, to Industrial-Works. Kontron agrees to
immediately deliver to Industrial-Works all German Law Documents (specifically a
Subscription Certificate, a Contribution Agreement, a Confirmation of Managing
Director, and a Notarial Confirmation substantially in the forms used for the
First Exercise and the Second Exercise) necessary to cause these shares to be
registered on the Commercial Register of the Munich Local Court, and
Industrial-Works agrees to promptly complete and return such German Law
Documents to Kontron. Kontron agrees to use best efforts to cause these 38,000
shares to be registered on the Commercial Register of the Munich Local Court as
soon as possible. Upon such registration, Kontron agrees to immediately deliver
these shares pursuant to instructions by Industrial-Works.
(4) Confirmation of Entire Agreement; Mutual Release.
a. This Agreement, together with the option and the
documents delivered pursuant to the First Exercise and the Second Exercise,
including the German Law Documents delivered in connection therewith and those
delivered and those executed pursuant to this Agreement, constitute the entire
agreement and understanding of the parties with respect to the transfer of
Series B preferred stock and Series C preferred stock of Fieldworks from
Industrial-Works to Kontron and the issuance of shares of Kontron in return for
such transfers.
b. Kontron, for itself, its representatives,
predecessors, successors, assigns and agents, and each of them, does hereby
fully remise, release and forever discharge Industrial-Works and its
representatives, predecessors, successors, assigns, officers, agents, directors,
stockholders, owners, servants, employees, attorneys and affiliated and
subsidiary corporations or companies, past and present, and each of
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CUSIP No. 31659 P 103 13D Page 10 of 11 Pages
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them, of and from any and all manner of actions, suits, liens, debts, dues,
damages, claims, sums of money, obligations, liabilities, judgments, bonds,
executions and demands of every nature, kind and description whatsoever, whether
known or unknown, and whether suspected or unsuspected, either at, law, in
equity or otherwise, which may have arisen under and by virtue of the laws of
any jurisdiction, which Kontron or any of its affiliates or subsidiaries has,
had or claims to have had or now has or claims to have against any of them,
including all claims and rights arising from, related to, or which could have
been asserted in an adversarial proceeding, and claims and rights arising out of
any alleged violations of public policy; any contracts, express or implied,
written or oral; any covenant of good faith and fair dealing, express or
implied; any tort, including, but not limited to, negligence, intentional
infliction of emotional distress, or negligent infliction of emotional distress;
and/or injury to the psyche.
c. Industrial-Works, for itself, its representatives,
predecessors, successors, assigns and agents, and each of them, does hereby
fully remise, release and forever discharge Kontron and its representatives,
predecessors, successors, assigns, officers and agents, and each of them, of and
from any and all manner of actions, suits, liens, debts, dues, damages, claims,
sums of money, obligations, liabilities, judgments, bonds, executions and
demands of every nature, kind and description whatsoever, whether, known or
unknown, and whether suspected or unsuspected, either at law, in equity or
otherwise, which may have arisen under and by virtue of the laws of any
jurisdiction, which Industrial-Works has, had or claims to have had or now has
or claims to haveagainst any of them, including all claims and rights arising
from, related to, or which could have been asserted in an adversarial
proceeding, and claims and rights arising out of any alleged violations of
public policy; any contracts, express or implied, written or oral; any covenant
of good faith and fair dealing, express or implied; any tort, including, but not
limited to, negligence, intentional infliction of emotional distress, or
negligent infliction of emotional distress; and/or injury to the psyche; except
that this release does not apply to, modify or affect any amount due to
Industrial-Works or any of its affiliates from Fieldworks or any indemnification
rights to which Industrial-Works or any of its affiliates may be entitled from
Fieldworks.
[Intentionally Left Blank]
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CUSIP No. 31659 P 103 13D Page 11 of 11 Pages
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(5) Amendments, Governing Law. This Agreement is intended to
be a contract enforceable under the laws of the State of Delaware and the
parties hereto agree to submit to the jurisdiction of the state or federal
courts located in Delaware to the extent that any enforcement shall be required.
Such jurisdiction of the courts of the State of Delaware shall be non-exclusive.
In any dispute regarding the interpretation or enforcement of this Agreement,
the prevailing party shall be entitled to recover its costs and expenses,
including attorneys' fees. Any amendment, modification, alteration or supplement
to this Agreement must be in writing and executed by the parties against whom
enforcement of such amendment, modification, alternation or supplement is
sought.
IN WITNESS WHEREOF the parties have executed this document as of the
date hereof.
INDUSTRIAL-WORKS HOLDING CO., LLC
By:
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Michael E. Johnson, Managing Director
KONTRON EMBEDDED COMPUTERS AG
By:
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By:
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