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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)
PHOTONICS CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
71937W
(CUSIP Number)
Steven N. Bronson
201 South Biscayne Boulevard
Suite 2950
Miami, Florida 33131
(305) 536-8500
(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
July 22, 1998
(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 [ ].
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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 316,565(1)
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
316,565(1)
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
316,565(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)
7.3%
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14 TYPE OF REPORTING PERSON*
IN
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(1) Amount includes 163,895 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
Except as expressly restated and amended below, the Schedule 13D dated
May 27, 1998 with respect to the shares of Photonics Corporation (the "Issuer")
owned by Steven N. Bronson remains in full force and effect.
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 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 163,895
shares of the Issuer's Common Stock. The information contained in this Schedule
13D assumes these shares have been distributed to DTC's stockholders.
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PAGE 4 OF 5 PAGES
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) 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;
(f) 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;
(g) 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
(h) Any action similar to any of those enumerated above.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Bronson may be deemed to beneficially own an aggregate
of 316,565 shares of Common Stock, representing approximately 7.3% 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
316,565 shares of Common Stock, as to which he possesses sole voting
and dispositive power.
(b) 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.
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PAGE 5 OF 5 PAGES
(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: July 27, 1998 /s/ STEVEN N. BRONSON
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Steven N. Bronson
