UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
ELECTRONIC MANUFACTURING SERVICES GROUP, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.0025 PER SHARE
(Title of Class of Securities)
466086-20-4
(CUSIP Number)
GERALD F. ROACH
SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P.
P.O. BOX 2611, RALEIGH, NORTH CAROLINA 27602 (919) 821-6668
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 30, 1996
(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 [_].
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
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).
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KENNETH H. MARKS
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
- -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- -------------------------------------------------------------------
7 SOLE VOTING POWER
2,036,395
NUMBER OF ___________________________________________
SHARES 8 SHARED VOTING POWER
-0-
BENEFICIALLY ___________________________________________
OWNED BY 9 SOLE DISPOSITIVE POWER
2,036,395
EACH ___________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,036,395
- -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
- -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.7%
- -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
Common Stock, par value $.0025 per share, of
Electronic Manufacturing Services Group, Inc., a Delaware
corporation ("EMSG") whose principal executive offices are
located at 6638 Old Wake Forest Road, Raleigh, North Carolina
27604. The principal executive officers of EMSG are (i)
Kenneth H. Marks, President and Chief Executive Officer, and
(ii) Kenneth L. Marks, Secretary. The business address for
Messrs. Marks and Marks is the same as set forth above for
EMSG's principal executive offices.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Kenneth H. Marks, a
citizen of the United States ("Marks"). Marks is currently the
President and Chief Executive Officer of EMSG and a director
of EMSG. Marks' business address is 6628 Old Wake Forest Road,
Raleigh, North Carolina 27604.
Marks has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and he has not been 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 any violations with
respect to such laws.
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Marks acquired his shares in EMSG on July 31, 1996
pursuant to the consummation of that certain Agreement and
Plan of Merger by and among EMSG, J.A. Industries of North
Carolina, Inc. ("Acquisition"), and Kenmar Business Groups,
Inc. ("Kenmar") dated as of March 1, 1996 (the "Merger
Agreement"). Pursuant to the Merger Agreement, the parties
thereto effected a reverse triangular merger whereby Kenmar
(which has subsequently changed its name to "EMSG Systems
Division, Inc.") became a wholly-owned subsidiary of EMSG, and
each share of Kenmar's Common Stock was converted into the
right to receive 42.06 shares of unregistered Common Stock of
EMSG. At the consummation of the merger pursuant to the Merger
Agreement, Marks owned 40,095 shares of the Common Stock of
Kenmar, which shares were converted into the right to receive
1,686,395 shares of the Common Stock of EMSG. In addition,
pursuant to an Employee Stock Option Agreement between Marks
and EMSG dated as of July 30, 1996, Marks has an option to
purchase an additional 350,000 shares of EMSG Common Stock at
an exercise price of $2.25 per share (the "Marks Option
Agreement").
None of the shares currently owned by Marks are
subject to any liens or encumbrances.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
Marks has no current intentions with respect to EMSG
other than personal investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As described above, Marks acquired 1,686,395 shares
of EMSG Common Stock on July 31, 1996 pursuant to the
consummation of the merger contemplated by the Merger
Agreement. In addition, pursuant to the Marks Option
Agreement, Marks has an option to purchase an additional
350,000 shares of EMSG Common Stock at an exercise price of
$2.25 per share.
Pursuant to the Merger Agreement, EMSG entered into
an Option Agreement, dated as of July 30, 1996, with Kenmar,
Acquisition and Marks (as representative of the Kenmar
shareholders) (the "Option Agreement"). Pursuant to the Option
Agreement, the former Kenmar shareholders have a right to
purchase 750,000 shares of EMSG Common Stock for an aggregate
purchase price of $1 upon the occurrence of any breach of any
representation, warranty, covenant, or other obligation of
EMSG or Acquisition under the Merger Agreement. In the event
the option under the Option Agreement were to be exercised,
Marks would acquire an additional 457,608 shares of EMSG
Common Stock.
All ownership percentages set forth herein are based
on (i) 5,510,082 shares of EMSG Common Stock outstanding,
which was the approximate amount outstanding after the
consummation of the merger described above, plus (ii) the
350,000 shares of EMSG Common Stock subject to the Marks
Option Agreement. Such percentages do not include shares
issuable pursuant to the Option Agreement upon the occurrence
of the conditions described therein.
Information concerning the Common Stock ownership and
percentage of outstanding shares of Marks is contained in the
cover page to this Schedule 13D and such information is
incorporated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As described above, Marks has the right to purchase
350,000 shares of EMSG Common Stock at an exercise price of
$2.25 per share pursuant to the Marks Option Agreement. Also
as described above, Marks would acquire an additional 457,608
shares of EMSG Common Stock pursuant to the Option Agreement
upon the occurrence of the conditions described therein.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
=======================================================================================================================
Exhibit Description Status
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<S> <C> <C>
1. Merger Agreement and all schedules and Filed as exhibit to Proxy Statement
exhibits thereto dated July 10, 1996
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2. Marks Option Agreement Attached
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</TABLE>
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.
Dated: August 9, 1996
Kenneth H. Marks
<PAGE>
Electronic Manufacturing Services Groups, Inc.
EMPLOYEE STOCK OPTION AGREEMENT
Electronic Manufacturing Services Group, Inc. a Delaware corporation
("EMSG"), hereby grants to Kenneth H. Marks, ("Optionee") an option to
purchase up to 350,000 shares of EMSG's Common Stock (the "Shares"), at an
exercise price of $2.25 per share, said option to expire on July 30, 2001.
This Agreement is executed by EMSG and Optionee pursuant to the EMSG
(formerly J.A. Industries, Inc.) 1993 Stock Option Plan as amended (the
"Plan").
EMSG recognizes that the Optionee has performed services for EMSG which
services fall within the eligibility provisions set forth in Section 3(a)
of the Plan.
EMSG and Optionee agree that the number of options issued to Optionee,
and the exercise terms, were determined by EMSG and are fair and reasonable.
Optionee acknowledges that he has received and read a copy of EMSG's 1993
Stock Option Plan, as amended; Optionee understands and agrees to abide by
the terms and conditions of said Plan.
This Employee Stock Option Agreement ("Agreement") may be executed
simultaneously in two or more counter parts, each of which shall be
deemed an original, but all of which together shall constitute one and the
same instrument. Execution and delivery of this Agreement by exchange of
facsimile copies bearing the facsimile signature of a party hereto shall
constitute a valid and binding execution and delivery of the Agreement
by such party. Such facsimile copies shall constitute enforceable original
documents.
The validity, construction and enforceability of this Agreement shall be
governed in all respects by the laws of the State of Delaware without
regard to its rules concerning conflicts of laws.
This Agreement shall be binding upon the parties hereto and inure to the
benefits of the parties, their respective heirs, administrators, executors,
successors and assigns.
This Agreement shall be additionally subject to the relevant terms and
conditions of Optionee's employment agreement dated July 30, 1996.
IN WITNESS WHEREOF, this Employee Stock Option Agreement has been executed
effective as of July 30, 1996.
Electronic Manufacturing Services Groups, Inc. OPTIONEE
BY: /s/ Bob Knight /s/ Kenneth H. Marks
(title) President Kenneth H. Marks
9508 Kirkhill Drive
Raleigh, North Carolina 27615
