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CUSIP No. 96683P 13D Page 1 of 10 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
BRIGHTPOINT, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
96683P
(CUSIP Number)
Klehr, Harrison, Harvey, Branzburg & Ellers
Attn: Barry J. Siegel, Esq.
1401 Walnut Street
Philadelphia, PA 19102
(215) 568-6060
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 12, 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 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.
*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 ("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).
(Continued on following page(s))
Page 1 of 10
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CUSIP No. 96683P 13D Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Picow
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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*
OO
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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
State of Florida, United States of America
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7 SOLE VOTING POWER
NUMBER OF 318,999
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
318,999
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,999
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CUSIP No. 96683P 13D Page 3 of 10 Pages
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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)
1.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 96683P 13D Page 4 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph Forer
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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*
OO
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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
State of Florida, United States of America
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7 SOLE VOTING POWER
NUMBER OF 142,188
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
142,188
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,188
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CUSIP No. 96683P 13D Page 5 of 10 Pages
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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)
*
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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SCHEDULE 13D
This Report filed by Robert Picow and Joseph Forer is the third
amendment of their initial filing on Schedule 13D with respect to the common
stock, $.01 par value per share, of Brightpoint, Inc.
Pursuant to Rule 101(a)(2)(ii), Items 2, 3, 4, 5, 6 and 7 are hereby
amended and restated in their entirety, and Item 1 is restated in its entirety,
as follows:
Item 1 Security and Issuer
This statement (this "Statement") relates to the common stock, $.01 par
value per share (the "Common Stock") of Brightpoint, Inc., a Delaware
corporation (the "Issuer"). The address of the Issuer's principal executive
office is 6402 Corporate Drive, Indianapolis, IN 46278.
Item 2 Identity and Background
The persons filing this Statement are:
(a) Robert Picow ("Picow"); and
(b) Joseph Forer ("Forer").
Picow and Forer are hereinafter collectively referred to as the "Reporting
Persons". Picow and Forer may be deemed, for purposes of Section 13(d)(3) of the
Act, to comprise a "group." Picow and Forer expressly disclaim (i) that they are
a group, and (ii) that each of them is the beneficial owner of securities owned
by the other. The Reporting Persons no longer intend to file statements as a
group.
Picow's residence address is 2 Cartagena Drive, Boca Raton, FL 33428.
His present principal occupation is an independent investor. Picow is a citizen
of the State of Florida, United States of America.
Forer's residence address is 12370 SW 64th Avenue, Miami, FL 33156. His
present principal occupation is Director of International Business Development
of the Issuer. Forer is a citizen of the State of Florida, United States of
America.
During the last five years, neither of the Reporting Persons has been
convicted in any criminal proceeding.
During the last five years, neither of the Reporting Persons has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he 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.
Item 3 Source and Amount of Funds or Other Consideration
Picow was formerly the sole stockholder of Allied Communications, Inc.,
a Delaware corporation ("Allied"), Allied Communications of Georgia, Inc., a
Georgia corporation ("Allied Georgia"), and Allied Communications of Illinois,
Inc., an Illinois corporation ("Allied Illinois"). In addition, Picow owned 51%,
and Forer owned 49%, of the issued and outstanding shares of capital stock of
Allied Communications of Florida, Inc., a Florida corporation ("Allied
Florida"), and Allied Communications of Puerto Rico, Inc., a corporation
organized under the laws of Puerto Rico ("Allied Puerto Rico"; Allied, Allied
Georgia, Allied Illinois, Allied Florida and Allied Puerto Rico are hereinafter
collectively referred to as the "Allied Companies.")
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On March 14, 1996, the Issuer, Brightpoint Acquisition, Inc., a
Delaware corporation and wholly owned subsidiary of the Issuer (the
"Subsidiary"), each of the Allied Companies, Picow and Forer executed an
Agreement and Plan of Merger (as amended by the First Amendment to Agreement and
Plan of Merger dated April 29,1996, the "Agreement") pursuant to which each of
the Allied Companies was merged with and into the Subsidiary on or about June 7,
1996 (the "Merger"). Pursuant to the Merger, all outstanding shares of common
stock of each of the Allied Companies were canceled and converted into a right
to receive an aggregate of 2,025,000 shares of Common Stock. Of that aggregate
amount, 1,741,500 shares of Common Stock were issued to Picow and 283,500 shares
of Common Stock were issued to Forer on or about June 7, 1996. The Issuer
effected a 3 for 2 stock split on December 17, 1996 and a 5 for 4 stock split on
March 3, 1997.
Forer previously acquired 10 shares of Common Stock in September 1994
for which he paid $7.75 per share out of personal funds. He subsequently
acquired 2 additional shares of Common Stock through a stock split.
Item 4 Purpose of the Transaction
The Reporting Persons currently intend to hold the shares of Common
Stock received in the Merger which they currently own for investment purposes,
but may sell shares of Common Stock from time to time. In addition, the
Reporting Persons may purchase shares of Common Stock from time to time, but
have no current intention to do so.
Pursuant to the Agreement, Picow was elected Vice Chairman of the
Issuer's Board of Directors for a term of three years and Forer was elected to
Issuer's Board of Directors for a term of two years. Picow was elected to the
same class of directors as Robert J. Laikin (Chairman of the Board of Directors,
President and Chief Executive Officer of the Issuer) and Forer was elected to
the same class of directors as J. Mark Howell (Executive Vice President, Chief
Operating Officer, and Chief Financial Officer of the Issuer). The classes of
the Issuer's Board of Directors were redesignated so that (i) Mr. Laikin, if
elected, will serve as a Class 2 director, to serve until the Issuer's annual
meeting to be held in 1999, (ii) Mr. Howell, if elected, will serve as a Class 1
director, to serve until the Issuer's annual meeting to be held in 1998, and
(iii) John W. Adams and Steven B. Sands, if elected, will serve as Class 3
directors, to serve until the Issuer's annual meeting to be held in 1997.
Pursuant to an employment agreement entered into in connection with the
Merger, Forer was to be employed for a term of three years as the President of
Brightpoint Latin America and during his term of employment, Forer had the right
to receive or participate in all benefits and plans which the Issuer may from
time to time institute during such period for its employees and for which Forer
is eligible. By agreement dated October 9, 1996, Picow's employment agreement
with the Issuer, entered into in connection with the Merger, was terminated. In
June 1997, Forer became the Issuer's Director of International Business
Development.
On August 12, 1997, the Reporting Persons sold an aggregate of
2,300,000 shares of Common Stock in an underwriten transaction. Contemporaneous
with these sales, each of the Reporting Persons resigned from the Board of
Directors of the Issuer.
Except as otherwise described above, the Reporting Persons do not have
any present plans or proposals which relate to, or would result in: (a) an
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (b) an extraordinary 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 the assets of the
Issuer or any of its subsidiaries; (d) any change in the present Board of
Directors or management of the Issuer; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change
in the Issuer's business or corporate structure; (g) any changes in the Issuer's
charter, by-laws, or instruments corresponding thereto or other actions which
may impede the acquisition of control of the Issuer by any person; (h) a class
of securities of the Issuer to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to the Act; or (j) any action similar to those
enumerated above.
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The Reporting Persons intend to review continually the Issuer's
business affairs and financial condition, as well as conditions in the
securities markets, general economic and industry conditions, the Reporting
Persons' personal financial conditions, and other investment opportunities
available to the Reporting Persons. Depending on their assessment of these
factors from time to time, the Reporting Persons may change their present
intentions from those stated above.
Item 5 Interest in Securities and the Issuer
(a-b) As stated in Item 1 above, the Reporting Persons disclaim that they are
members of a group. As of August 12, 1997, Picow is the beneficial owner of, and
has sole voting and dispositive power with respect to, 318,999 shares of Common
Stock, which shares constitute 1.3% of the issued and outstanding shares of
Common Stock, and Forer is the beneficial owner of, and has sole voting and
dispositive power with respect to, 142,188 shares of Common Stock, which shares
constitute less than one percent of the issued and outstanding Common Stock.
(c) On August 12, 1997, Picow sold in an underwritten transaction an aggregate
of 2,100,000 shares of Common Stock at a per share price of $28.50, for an
aggregate net proceeds of approximately $59,850,000. On August 12, 1997, Forer
sold in an underwritten transaction an aggregate of 200,000 shares of Common
Stock at a per share price of $28.50, for an aggregate net proceeds of
approximately $5,700,000.
In addition, between December 9, 1996 and February 28, 1997, Picow sold
in open market transactions an aggregate of 609,800 shares of Common Stock at
per share prices of between $23.314 and $39.25, for an aggregate net proceeds of
approximately $17,833,263.
Between December 9, 1996 and February 27, 1997, Forer sold in open
market transactions an aggregate of 151,500 shares of Common Stock at per share
prices of between $30.50 and $25.30, for an aggregate net proceeds of
approximately $4,129,500.
Effective December 16, 1996, the outstanding Common Stock split 3 for 2
and effective March 3, 1997, the outstanding Common Stock split 5 for 4.
(d) No persons, other than the Reporting Persons, have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock acquired by each Reporting Person, respectively.
(e) On August 12, 1997, Picow ceased to be the beneficial owner of more than
five percent of the Common Stock of the Issuer.
Item 6 Contracts, Arrangements, Understandings, or Relationships
with Respect to the Issuer
On June 18, 1997, Issuer, Picow and Forer entered into an agreement
pursuant to which Picow and Forer, respectively, agreed, subject to satisfaction
of certain conditions, to include 2,000,000 shares of Common Stock and 200,000
shares of Common Stock, respectively, in an underwritten public offering of
Common Stock. The parties also agreed, among other things, to settle certain
indemnity claims pursuant to the Agreement and that effective upon consummation
of such underwritten offering, Picow and Forer would resign as members of the
board of directors of the Issuer.
Contemporaneous with the closing of the transactions contemplated by
the Agreement on June 7, 1996, the Issuer entered into Registration Rights
Agreements (collectively, the "Registration Rights Agreements") with each of
Picow and Forer, pursuant to which the Issuer agreed that, for a period
commencing six months after such closing and ending eighteen months thereafter,
it will register, under the Securities Act of 1933, as amended (the "Securities
Act"), up to an aggregate of 750,000 shares of Common Stock to be acquired in
the Merger. Picow and Forer agreed
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that they will not, during any three month span during such period, sell in
excess of the number of shares they would be permitted to sell pursuant to Rule
144(e) promulgated under the Securities Act as if the Reporting Persons were
acting in concert as described in Rule 144(e)(vi). Subject to certain
limitations, the Registration Rights Agreements also provide that the Issuer
will include the shares of Common Stock to be issued to Picow and Forer in the
Merger in any appropriate registration statement to be filed by the Issuer.
Certain obligations under the Registration Rights Agreement have been
terminated.
In addition, pursuant to the Agreement, the Issuer (i) caused Allied
Cellular Distributors, Inc., Allied Communications of New Jersey, Inc. and
Allied Communications of New York, Inc. to be released from their obligations
pursuant to a certain Master Demand Note dated January 4, 1995 in favor of
CoreStates Bank, N.A. and related agreements (the "Bank Documents") immediately
after the effective time of the Merger, and (ii) caused Forer to be released
from the personal guaranty of the obligations of the Allied Companies pursuant
to the Bank Documents immediately after the effective time of the Merger. In
connection with the Merger, the Issuer paid an investment banking fee to Cowen &
Co., and the Reporting Persons paid an investment banking fee to McFarland Dewey
& Co.
In connection with the Merger, Picow and Forer entered into an
agreement pursuant to which they have agreed that (i) Picow was entitled to
eighty-six percent (86%) and Forer was entitled to fourteen percent (14%) of the
shares of Common Stock to be issued in the Merger, (ii) Picow shall be liable
for all indemnity obligations to the Issuer or the Subsidiary related to Allied,
Allied Georgia or Allied Illinois, (iii) Picow and Forer shall each be liable
for fifty percent (50%) of all indemnity obligations to the Issuer or the
Subsidiary related to Allied Florida or Allied Puerto Rico, (iv) Picow and Forer
shall split all expenses incurred by them in connection with the Agreement, and
(v) during any period which the right to sell shares of Common Stock received in
the Merger, or issued or issuable to the Reporting Persons by reason of stock
split, stock dividend, recapitalization, merger or consolidation (collectively,
the "Registrable Securities"), is limited pursuant to the Registration Rights
Agreements, Picow may not, without Forer's consent, sell more than eighty-six
percent (86%) and Forer may not, without Picow's consent, sell more than
fourteen percent (14%) of the Registrable Securities which may be sold during
such period.
Item 7 Material to be Filed as Exhibits
1. Agreement dated August 12, 1997 by and between Picow and Forer with
respect to this Statement.
2. Agreement dated January 8, 1997 by and between Picow and Forer with
respect to this Statement (previously filed with the filing of
Amendment No. 2 to this statement and therefore not filed herewith.)
3. Agreement and Plan of Merger, dated March 14, 1996, by and among the
Issuer, the Subsidiary, the Allied Companies, Picow and Forer (without
exhibits and schedules), as amended by First Amendment to Agreement and
Plan of Merger dated April 29, 1996. (Previously filed with the filing
of Amendment No.
1 to this Statement and therefore not filed herewith.)
4. Agreement dated March 14, 1996 by and between Picow and Forer, as
amended by Amendment to Agreement dated May 14, 1996. (Previously filed
with the filing of Amendment No. 1 to this Statement and therefore not
filed herewith.)
5. Agreement dated June 18, 1996 by and between Picow and Forer with
respect to this Statement. (Previously filed with the filing of
Amendment No. 1 to this Statement and therefore not filed herewith.)
6. Agreement dated March 21, 1996 by and between Picow and Forer with
respect to this Statement. (Previously filed with the initial filing of
this Statement and therefore not filed herewith.)
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SIGNATURE
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.
/s/ Robert Picow
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Robert Picow
/s/ Joseph Forer
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Joseph Forer
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EXHIBIT 1
AGREEMENT made this 12th day of August, 1997 by and between Robert Picow and
Joseph Forer.
WHEREAS, in connection with the transactions contemplated by that certain
Prospectus of Brightpoint, Inc. dated August 6, 1997, the parties hereto are
each required to file a Schedule 13D (the "Schedule 13D") with the United States
Securities and Exchange Commission (the "SEC")
NOW, THEREFORE, in consideration of the foregoing, the parties hereto hereby
agree that the Third Amendment to Schedule 13D to be filed with the SEC on or
about August 12, 1997 is filed on behalf of each of them.
/s/ Robert Picow
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Robert Picow
/s/ Joseph Forer
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Joseph Forer
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