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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Synergistic Holdings Corp.
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
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(Title of Class and Securities)
87159N 10 5
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(CUSIP Number)
Pershing Sun
50 Laser Court
Hauppauge, NY 11788-3912
(516) 436-5000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Annie Y. Wong, Esq.
MacGregor Wells, Esq.
Ellenoff Grossman & Schole
200 Madison Avenue, Suite 1900
New York, New York 10016
(212) 481-4141
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September 19, 1996
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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 D, and is filing this
schedule because of Rule d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [X].
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SCHEDULE 13D
CUSIP NO. 87159N 10 5 PAGE 2 OF 6 PAGES
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pershing Sun
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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*
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
United States
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7 SOLE VOTING POWER
NUMBER OF 847,729 shares of Common Stock; options to
BENEFICIALLY purchase up to 37,976 SHARES shares of
OWNED BY Common Stock; and 212 shares of Series B
EACH Convertible Preferred Stock convertible
REPORTING into 436,531 shares of Common Stock
PERSON
WITH ------------------------------------------------------
8 SHARED VOTING POWER Not Applicable
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9 SOLE DISPOSITIVE POWER
847,729 shares of Common Stock; options to
purchase up to 37,976 shares of Common
Stock; and 212 shares of Series B
Convertible Preferred Stock convertible into
436,531 shares of Common Stock
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10 SHARED DISPOSITIVE POWER Not Applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
847,729 shares of Common Stock; options to purchase up to 37,976
shares of Common Stock; and 212 shares of Series B Convertible
Preferred Stock convertible into 436,531 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* /X/ See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11%
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14 TYPE OF REPORTING PERSON*
IN
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ITEM 1. SECURITY AND ISSUER.
This Statement relates to Common Stock, par value $0.01 per share (the "Common
Stock"), of Synergistic Holdings Corp., a Delaware corporation (the "Company"),
50 Laser Court, Hauppauge, New York 11788.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the filer is Pershing Sun ("Filer").
(b) Filer's principal business address is 50 Laser Court, Hauppauge, NY
11788-3912.
(c) Filer is Director, Senior Vice President and Chief Information Officer
of the Company.
(d) During the last five (5) years, Filer has not been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five (5) years, Filer was not a party to any civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgement, 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) Filer is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the merger transaction (the "Merger") contemplated by the Amended
and Restated Stock Purchase Agreement and Agreement and Plan of Merger dated as
of September 18, 1996, by and among Salex Holding Corporation, a Delaware
corporation ("Salex"), Salex Industries, Inc., a Delaware corporation and a
wholly-owned subsidiary of the Company ("Subsidiary"), the Company, Salex Fleet
Specialist Corp., a New York corporation, Salex National Account Corp., a New
York corporation, Salex Salvage Disposal Corp., a New York corporation, Salex
Financial Services Corp., a New York corporation, Salvatore Crimi, the Salvatore
Crimi Family Limited Partnership, Pershing Sun, Michael Sun, Jennifer Sun, Susan
Tauss-Giovinco, Francis Fitzpatrick and Harrison Fitzpatrick, T. Marshall
Swartwood and Thomas M. Swartwood (the "Merger Agreement"), Subsidiary was
merged with and into Salex and all the issued and outstanding shares of Salex
Common Stock held by Filer were converted into 847,729 shares of Common Stock of
the Company and 212 shares of Series B Convertible Preferred Stock, par value
$0.01 ("Series B Preferred"), reported herein. Simultaneous with the closing of
the transactions contemplated by the Merger Agreement, the Company granted Filer
options (collectively, the "Option") to purchase up to 37,976 shares of Common
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Stock of the Company exercisable 20% per year over the next five years at an
exercise price of $2.125 per share.
ITEM 4. PURPOSE OF TRANSACTION.
Filer became the beneficial owner of 847,729 shares of Common Stock of the
Company and 212 shares of Series B Preferred by virtue of the Merger.
Simultaneous with the closing of the transactions contemplated by the Merger
Agreement, the Company granted Filer the Option to purchase up to 37,976 shares
of Common Stock of the Company exercisable 20% per year over the next five years
at an exercise price of $2.125 per share.
Simultaneous with the closing of the transactions contemplated by the Merger
Agreement, Filer became Director, Senior Vice President and Chief Information
Officer of the Company.
Filer has no current intentions which relate to or would result in any of the
following events:
(a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's Charter or By-laws or other actions which may
impede the acquisition of control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted
on an inter-dealer quotation system of a registered national securities
association;
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(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Filer is (i) the beneficial owner of 847,729 shares of Common Stock;
(ii) the holder of the Option granted by the Company to purchase up to
37,976 shares of Common Stock exercisable 20% over the next five years
at an exercise price of $2.125 per share; and (iii) the beneficial owner
of 212 shares of Series B Preferred convertible into 436,531 shares of
Common Stock.
As of the date hereof, the 847,729 shares of Common Stock beneficially
owned by Filer, the 37,976 shares of Common Stock issuable upon exercise
of the Option, and the 436,531 shares of Common Stock issuable upon
conversion of the 212 shares of Series B Preferred beneficially owned by
Filer represent 11% of all the issued and outstanding shares of Common
Stock of the Company.
Filer disclaims beneficial ownership with respect to the following
securities of the Company beneficially owned by his adult children: (i)
967,619 shares of Common Stock, (ii) options granted by the Company to
purchase up to 42,900 shares of Common Stock, and (iii) 240 shares of
Series B Preferred convertible into 494,185 shares of Common Stock.
(b) Filer has sole voting and dispositive power with respect to 847,729
shares of Common Stock beneficially owned, the Option, the underlying
37,976 shares of Common Stock issuable upon the exercise of the Option,
212 shares of Series B Preferred and the underlying 436,531 shares of
Common Stock issuable upon the conversion of 212 shares of Series B
Preferred.
(c) Filer became beneficial owner of the securities reported herein on
September 19, 1996 as a result of or in connection with the Merger.
(d) None
(e) Not Applicable
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not Applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable
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.
Date: November 21, 1996
Signature:
/s/ Pershing Sun
____________________________
Pershing Sun
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