UNITED STATES OMB Approval
SECURITIES AND EXCHANGE COMMISSION OMB Number:
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
RACOM SYSTEMS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
750085-40-9
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(CUSIP Number)
Pitney, Hardin, Kipp & Szuch, P.O. Box 1945, Morristown, NJ 07962-1945,
Attention: Ronald H. Janis, Esq. (973) 966-8263
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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JULY 20, 1999
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(Date of Event which Requires Filing of this Statement)
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>
SCHEDULE 13D
CUSIP No. 750085-40-9 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NewState Capital Corp. EIN 13-4020067
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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
New York
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NUMBER OF
SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY
EACH ---------- ---------------------------------------------
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
8,000,000
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9 SOLE DISPOSITIVE POWER
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10 SHARED DISPOSITIVE POWER
8,000,000
- ----------------------- ---------- ---------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,000,000
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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)
74.0%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.01 (the
"Common Stock") of Racom Systems, Inc., a Delaware corporation (the "Issuer").
The principal executive offices of the Issuer are located at 16 West 32nd
Street, Suite 801, New York, NY 10001.
Item 2. Identity and Background.
Name of Person Filing: NewState Capital Corp. ("NewState") is a New
York corporation. The principal business of NewState is to make investments in
specialty finance companies located in the Republic of Korea. The Chairman of
the Board, Chief Executive Officer and President of NewState is Ernest B. Kim
("Mr. Kim"). Mr. Kim is also a 20.9% owner of NewState common stock; his spouse,
Misoo Kim, is a 16.7% owner of NewState common stock, and the Kim Family Voting
Trust is a 62.4% owner of NewState common stock. The principal business address
of NewState and Mr. Kim is 16 West 32nd Street, Suite 801, New York, NY 10001.
Neither NewState nor Mr. Kim, (i) has been convicted in a criminal proceeding in
the last five years and (ii) neither was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which resulted in
either being 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 in the
last five years. Mr. Kim is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration.
There was no cash consideration involved in this acquisition. According
to the Agreement and Plan of Reorganization dated as of July 14, 1999, NewState
acquired eighty percent (80%) of the shares of the common stock of the Issuer in
exchange for NewState's transfer of its 99.6% ownership interest in the shares
of common stock of NewState Capital Co. Ltd., a Korean specialty finance
corporation ("NewState Korea"), to a wholly-owned subsidiary of the Issuer, NSK
Holdings, Inc. ("NSK"), a Delaware corporation. NSK also assumed NewState's
rights and obligations under a certain promissory note dated December 28, 1998
made by NewState to the order of the Korea Exchange Bank, Broadway Branch, in
the principal amount of $5,000,000 (the "Note").
Item 4. Purpose of Transaction. The securities were acquired for
investment. There are no present plans or proposals by NewState which relate to
or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of such 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 change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors and to fill any vacancies of the board, except that in connection with
the acquisition of the securities of the Issuer, four out of the five members of
the existing board of directors resigned and Mr. Kim, Ben Chang, Sun W. Young
and Jin K. Kim were elected as directors to fill the vacancies created thereby
and Mr. Kim was elected Chairman of the Board and President;
(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, except that by virtue of the acquisition, the Issuer will be entering
into a new business and the Issuer's corporate name will be changed to "NewState
Holdings, Inc."
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in a
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 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) As of the date of this Schedule 13D, NewState owns 8,000,000 shares
of the Issuer's common stock, representing in the aggregate approximately 74.0%
of the Issuer's 10,874,230 shares outstanding as of July 26, 1999.
(b) The number of shares as to which NewState has:
(i) sole power to vote or to direct the vote is 0.
(ii) shared power to vote or to direct the vote is 8,000,000.
(iii) sole power to dispose or to direct the disposition of is
0.
(iv) shared power to dispose or to direct the disposition is
8,000,000.
(c) On July 20, 1999, NewState acquired 8,000,000 shares of the
Issuer's common stock from the Issuer in exchange for NewState's 99.6% ownership
interest in NewState Korea and the assumption by NSK of the Note. Such
acquisition was effected in a private transaction.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
The Agreement and Plan of Reorganization dated as of July 14, 1999 that
the Company filed with its most recent Form 8-K filed with the Commission on
July 21, 1999 is incorporated herein by reference.
The Agreement and Plan of Reorganization dated as of July 14, 1999 that
the Company filed with its most recent Form 8-K is incorporated herein by
reference.
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: July 28, 1999
NEWSTATE CAPITAL CORP.
ERNEST B. KIM
By: __________________________________
Ernest B. Kim, President
