SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PHOTONICS CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
71937W
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(CUSIP Number)
Steven N. Bronson
Barber & Bronson Incorporated
201 South Biscayne Boulevard
Suite 2950
Miami, Florida 33131
(305) 536-8500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Linda C. Frazier, Esq.
Broad and Cassel
201 South Biscayne Boulevard
Suite 3000
Miami, Florida 33131
May 27, 1998
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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
statement because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with this statement [_].
<PAGE>
SCHEDULE 13D
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CUSIP NO. 71937W PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Steven N. Bronson
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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*
PF
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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 283,816(1)
SHARES -------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING -------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
283,816(1)
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
283,816(1)
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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)
6.33%
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14 TYPE OF REPORTING PERSON*
IN
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(1) Amount includes 131,146 shares of Photonics Common Stock to which Mr.
Bronson is entitled upon conversion of shares of DTC Data Technology
Corporation. See "Item 3. Source and Amount of Funds or Other
Consideration" for additional information.
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Page 3 of 5 Pages
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, $.001 par
value (the "Common Stock"), of Photonics Corporation, a California corporation
(the "Issuer"). The Issuer's principal executive office is located at 2940 North
First Street, San Jose, California 95134.
Item 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is being filed on behalf of
Steven N. Bronson.
(b) The business address of Mr. Bronson is 201 South
Biscayne Boulevard, Suite 2950, Miami, Florida 33131.
(c) Mr. Bronson is the President of Barber & Bronson
Incorporated ("B&B"). The principal business address of B&B is 201 South
Biscayne Boulevard, Suite 2950, Miami, Florida 33131.
(d) During the last five years, Mr. Bronson has not
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mr. Bronson has not
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 a federal or state securities laws or finding
any violation with respect to such laws.
(f) Mr. Bronson is a citizen of the United States of
America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Bronson acquired securities of the Issuer utilizing his
personal funds. Such shares of the Issuer represent less than 5% of all
outstanding shares of the Issuer's Common Stock. However, Mr. Bronson is
entitled to receive additional securities of the Issuer by virtue of being a
stockholder of DTC Data Technology Corporation, a Delaware corporation ("DTC").
Pursuant to an Asset Purchase Agreement between the Issuer and DTC dated as of
August 31, 1995 and amended September 29, 1995 and December 15, 1995, the Issuer
acquired all of the assets of DTC in exchange for the assumption of certain
liabilities of DTC and the issuance to DTC of a sufficient number of shares of
the Issuer's Common Stock. Following the consummation of the acquisition, the
number of shares and shares issuable upon exercise of certain options assumed by
the Issuer, will equal 77.5% of all outstanding shares of the Issuer's Common
Stock. In connection with such transaction, DTC will be dissolved and the shares
of Issuer's Common Stock issued to DTC will be distributed to DTC's
stockholders, of which Mr. Bronson is one. Although the acquisition has been
consummated, DTC has not been dissolved
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Page 4 of 5 Pages
and the Issuer's shares of Common Stock issued to DTC have not been distributed
to its stockholders. Upon dissolution of DTC and distribution of the shares, Mr.
Bronson will receive an additional 131,146 shares of the Issuer's Common Stock.
The information contained in this Schedule 13D assumes these shares have been
distributed to DTC's stockholders.
Item 4. PURPOSE OF TRANSACTION.
Mr. Bronson acquired securities of the Issuer for
investment purposes and may, depending upon then current events, including
without limitation, then current market conditions, the Issuer's results of
operations, and the then current general business climate, decide to increase or
decrease his position in the Issuer.
Mr. Bronson does not have any plans or proposals which may
relate or would result in:
(a) The acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries;
(d) Any material change in the present capitalization
or dividend policy of the Issuer;
(e) Any other material change in the Issuer's
business or corporate structure;
(f) Changes in the Issuer's charter, by-laws, or
instruments corresponding thereto or any actions which may impede the
acquisition or control of the Issuer by any person;
(g) Causing a class of securities of the Issuer to be
de-listed from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association;
(h) A class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or
(i) Any action similar to any of those enumerated
above.
<PAGE>
Page 5 of 5 Pages
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Bronson may be deemed to beneficially own an
aggregate of 283,816 shares of Common Stock, representing approximately 6.33% of
the total shares of Common Stock deemed outstanding (assuming liquidation of DTC
and issuance of Issuer's shares to DTC's stockholders). With respect to such
shares, Mr. Bronson owns of record 283,816 shares of Common Stock, as to which
he possesses sole voting and dispositive power.
The foregoing shares do not include any shares of
Common Stock held of record in the trading account of B&B and, with respect to
which shares, Mr. Bronson disclaims beneficial ownership.
(b) Not applicable.
(c) No other person is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities of the Issuer.
(d) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information as set forth in this statement is
true, complete and correct.
Date: May 27, 1998 /S/ STEVEN N. BRONSON
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Steven N. Bronson
