UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
OMNI Rail Products, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
68212J117
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(CUSIP Number)
William E. Cook
1413 Loniker Drive
Raleigh, North Carolina 27615
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 24, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f), or (g), check the following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 68212J117 Page 1 of 1
1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons
(entities only).
William E. Cook
2. Check the Appropriate Box if a Member of a Group (See Instructions).
(a) |_|
(b) |_|
3. SEC Use Only.
4. Source of Funds (See Instructions). PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e). |_|
6. Citizenship or Place of Organization.
United States
Number of 7. Sole Voting Power 686,973
Shares
Beneficially 8. Shared Voting Power
Owned by
Each 9. Sole Dispositive Power 686,973
Reporting
Person With 10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
686,973
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions). |_|
Not applicable.
13. Percent of Class Represented by Amount in Row (11).
21.3 percent
14. Type of Reporting Person (See Instructions).
IN
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Item 1. Security and Issuer
This statement relates to shares of common stock, $.01 par value, of OMNI
Rail Products, Inc., a Delaware corporation (the "Company"), whose principal
executive offices are located at 975 S.E. Sandy Boulevard, Portland, Oregon
97214.
Item 2. Identity and Background
(a) The name of the person filing this statement is William E. Cook.
(b) Mr. Cook's residence address is 1413 Loniker Drive, Raleigh, North
Carolina 27615.
(c) Mr. Cook is Chairman of the Board of Directors and a director of the
Company.
(d) During the past five years, Mr. Cook has not been convicted in any
criminal proceeding.
(e) During the past five years, Mr. Cook has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in 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.
(f) Mr. Cook is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
On October 24, 1998, Mr. Cook loaned the Company the amount of $122,580. To
evidence such loan, the Company executed and delivered to Mr. Cook an 8% Secured
Convertible Subordinated Note. Mr. Cook used personal funds to make such loan to
the Company. On August 15, 2000, Mr. Cook converted the $122,580 principal
balance owing to him under the 8% Secured Convertible Subordinated Note that the
Company issued to him on October 24, 1998, into 634,472 shares of the Company's
common stock.
Item 4. Purpose of Transaction
On October 24, 1998, Mr. Cook loaned the Company the amount of $122,580. To
evidence such loan, the Company executed and delivered to Mr. Cook the note
referred to in Item 3, a Subordinated Security Agreement, and a Registration
Rights Agreement. On August 15, 2000, Mr. Cook converted the $122,580 principal
balance owing to him under such note into 634,472 shares of the Company's common
stock. These transactions were conducted for investment purposes in the ordinary
course of business and not for the purpose of gaining control of the Company.
Except as set forth above, Mr. Cook does not have any plans or proposals that
relate to (i) any extraordinary corporate transaction, (ii) any sale or transfer
of a material amount of assets of the Company or any of its subsidiaries, (iii)
any change in the present Board of Directors or management of the Company, (iv)
any material change in the present capitalization or dividend policy of the
Issuer, (v) any other material change in the Company's business or corporate
structure; (vi) any changes in the Company's charter, bylaws, or instruments
corresponding thereto, or other actions that may impede the acquisition or
control of the Company by any person, (vii) 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 in an inter-dealer quotation system of a registered
national securities association, (viii) a class of equity securities of the
Company becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended, or (xi) any other
material changes in the operation, management, structure, or financial condition
of the Company. Mr. Cook intends to continue to conduct investment activities
related to the securities of the Company in the ordinary course of business.
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) Mr. Cook is the beneficial owner of 686,973 shares of the common stock
of the Company (50,001 of which he has the right to acquire), representing in
the aggregate 21.3 percent of such class.
(b) See subparagraph (a) of this Item 5.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
On October 24, 1998, Mr. Cook loaned the Company the amount of $122,580. To
evidence such loan, the Company executed and delivered to Mr. Cook a note
referred to in Item 3 and the other agreements referred to in Item 4. On August
15, 2000, Mr. Cook converted the $122,580 principal balance owing under such
note into 634,472 shares of the Company's common stock. The Company granted to
Mr. Cook in October 1998 options to purchase 33,334 shares of the Company's
common stock. On November 29, 1999, a shareholder of the Company, Richard A.
Kreitzberg, transferred to Mr. Cook one-half of certain assets he purchased from
other shareholders of the Company, including the options to purchase 16,667 of
such 33,334 shares. In connection with such agreement, Messrs. Cook and
Kreitzberg entered into an Assignment of CMDI Options by the terms of which Mr.
Kreitzberg assigned his interest in 16,667 of such 33,334 options to Mr. Cook.
Item 7. Material to Be Filed as Exhibits
1. 8% Secured Convertible Subordinated Note - previously filed as Exhibit
10.13 to the Quarterly Report for the quarter ended October 31, 1998, filed with
the Securities and Exchange Commission ("SEC") on December 15, 1998, and
incorporated herein by reference.
2. Subordinated Security Agreement - previously filed as Exhibit 10.15 to
the Quarterly Report on Form 10-QSB for the quarter ended October 31, 1998,
filed with the SEC on December 15, 1998, and incorporated herein by reference.
3. Registration Rights Agreement - previously filed as Exhibit 10.14 to the
Quarterly Report on Form 10-QSB for the quarter ended October 31, 1998, filed
with the SEC on December 15, 1998, and incorporated herein by reference.
4. Addendum to Subordinated Security Agreement - previously filed as
Exhibit 10.20 to the Quarterly Report on Form 10-QSB for the quarter ended
January 31, 1999, filed with the SEC on March 17, 1999.
5. Assignment between Richard A. Kreitzberg and William E. Cook dated
November 29, 1999.
6. Assignment of CMDI Options between Richard A. Kreitzberg and William E.
Cook dated November 29, 1999.
<PAGE>
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.
October , 2000 /s/ William E. Cook
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Date Signature
William E. Cook
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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1. 8% Secured Convertible Subordinated Note - previously filed as
Exhibit 10.13 to the Quarterly Report for the quarter ended October
31, 1998, filed with the Securities and Exchange Commission ("SEC")
on December 15, 1998, and incorporated herein by reference.
2. Subordinated Security Agreement - previously filed as Exhibit 10.15
to the Quarterly Report on Form 10-QSB for the quarter ended October
31, 1998, filed with the SEC on December 15, 1998, and incorporated
herein by reference.
3. Registration Rights Agreement - previously filed as Exhibit 10.14 to
the Quarterly Report on Form 10-QSB for the quarter ended October
31, 1998, filed with the SEC on December 15, 1998, and incorporated
herein by reference.
4. Addendum to Subordinated Security Agreement - previously filed as
Exhibit 10.20 to the Quarterly Report on Form 10-QSB for the quarter
ended January 31, 1999, filed with the SEC on March 17, 1999.
5. Assignment between Richard A. Kreitzberg and William E. Cook dated
November 29, 1999.
6. Assignment of CMDI Options between Richard A. Kreitzberg and William
E. Cook dated November 29, 1999.
