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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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MultiMedia Access Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
6254 44 10 4
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(CUSIP Number)
Mr. Horace T. Ardinger, Jr.,
9040 Governor's Row, Dallas, Texas 75356, (214) 631-9830
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 24, 1999
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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 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), 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 Section 240.13d-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).
1
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CUSIP No. 894692 10 2 PAGE 2 OF 6 PAGES
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(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS.
HORACE T. ARDINGER, JR.
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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*
PF; WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 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 1,806,556
SHARES --------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 1,806,556
WITH: --------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,806,556
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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)
14.9%
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(14) TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDES BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2
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CUSIP NO. 894692 10 2 Page 3 of 6
Item 1. SECURITY AND ISSUER
This Amendment to Schedule 13D (this "Amendment") relates to the
Common Stock, and voting and other contractual rights relating thereto, of
MultiMedia Access Corporation, a Delaware corporation (the "Company"), which
has its principal executive offices located at 2665 Villa Creek Drive, Suite
200, Dallas, Texas 72534. The purpose of this Filing is to reflect the
beneficial ownership of the Company's Common Stock by Horace T. Ardinger, Jr.
("Mr. Ardinger") following the execution of the Securities Purchase
Agreement, dated as of February 24, 1999 (the "Agreement").
Item 2. IDENTITY AND BACKGROUND
(a) Mr. Horace T. Ardinger, Jr.
(b) 9040 Governor's Row, Dallas, Texas 75356
(c) President, H. T. Ardinger & Son Company, 9040 Governor's Row,
Dallas, Texas 75356
(d) Mr. Ardinger has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Ardinger has not, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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.
(f) Mr. Ardinger is a citizen of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Ardinger received 191,858 shares of Common Stock and 191,858
warrants ("Warrants") through a private placement in March 1997, for which he
paid total consideration of $982,547 from his personal funds. Mr. Ardinger
sold 75,000 Warrants in October 1997, for which he received an average of
$1.24 per Warrant. Mr. Ardinger sold 40,000 Warrants in December 19997, for
which he received an average of $1.25 per Warrant. Mr. Ardinger sold 76,858
Warrants in January 1998, for which he received an average of $1.42 per
Warrant. As of February 28, 1999, Mr. Ardinger personally owned 191,858
shares of Common Stock of the Company.
Mr. Ardinger purchased 400,000 shares of Series B Convertible
Preferred Stock (the "Preferred Stock") on February 24, 1999, for which he
paid total consideration of $4,000,000 from his personal funds. The
Preferred Stock has a conversion price of $3.625 per share of Common Stock
for each $10.00 liquidation value share of the Preferred Stock; therefore,
the Preferred Stock is convertible into approximately 1,103,448 shares of
Common Stock on June 23, 1999.
H.T. Ardinger & Son Company ("H.T. Ardinger & Son"), received
244,565 shares of Common Stock and 244,565 Warrants through a private
placement in February 1997, for which H.T. Ardinger & Son paid total
consideration of $1,125,000 from its working capital. H.T. Ardinger & Son
sold 170,600 Warrants in February 1997, for which it received an average of
$1.54 per Warrant. H.T. Ardinger & Son bought 19,800 shares of Common Stock
in March 1997, for which it paid total consideration of $106,524 from its
working capital. H.T. Ardinger & Son sold 7800 Warrants in April 1997, for
which it received an average of $1.50 per Warrant. H.T. Ardinger & Son
received 261,250 shares of Common Stock through a private placement in May
1997, for which it paid total consideration of $550,000 from its working
capital. H.T. Ardinger & Son sold 48,000 shares of Common Stock in May 1997,
for which it received an average of $5.32 per share. H.T. Ardinger & Son
sold 1,000 shares of Common Stock in June 1997, for which it received an
average of $5.63 per share. H.T. Ardinger & Son bought 80,000 shares of
Common Stock in July 1997, for which it paid total consideration of $390,400
from its working capital. H.T. Ardinger & Son bought 69,000 shares of Common
Stock in August 1997, for which it paid total consideration of $304,980 from
its working capital. H.T. Ardinger & Son sold 35,000 shares of Common Stock
in August 1997, for which it received an average of $4.88 per share. H.T.
Ardinger & Son sold 46,000 Warrants in August 1997, for which it received an
average of $1.00 per Warrant. H.T. Ardinger & Son sold 332,687 shares of
Common Stock in September 1997, for which it received an average of $4.51 per
share. H.T. Ardinger & Son received 97,500 shares of Common Stock through a
private placement in October 1997, for which it paid total consideration of
$292,500 from its working capital. H.T. Ardinger & Son sold
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117,687 shares of Common Stock in October 1997, for which it received an
average of $4.90 per share. H.T. Ardinger & Son sold 20,165 Warrant in
October 1997, for which it received an average of $1.54 per Warrant. H.T.
Ardinger & Son received 97,500 shares of Common Stock through a private
placement in November 1997, for which it paid total consideration of $97,500
from its working capital. H.T. Ardinger & Son sold 27,000 shares of Common
Stock in November 1997, for which it received an average of $4.28 per share.
H.T. Ardinger & Son sold 67,500 shares of Common Stock in December 1997, for
which it received an average of $3.91 per share.
H.T. Ardinger & Son sold 25,500 shares of Common Stock in January
1998, for which it received an average price of $3.88 per share. H.T.
Ardinger & Son sold 26,000 shares of Common Stock in June 1998, for which it
received an average of $3.34 per share. H.T. Ardinger & Son sold 34,000
shares of Common Stock in July 1998, for which it received an average of
$2.76 per share. H.T. Ardinger & Son bought 40,000 shares of Common Stock in
October 1998, for which it paid $26,400 from its working capital. H.T.
Ardinger & Son sold 40,000 Warrants in December 1998, for which it received
an average of $1.06 per Warrant. H.T. Ardinger & Son received 260,000 shares
of Common Stock through a private placement in February 1999, for which it
paid total consideration of $780,000 from its working capital. As of
February 28, 1999, H.T. Ardinger & Son owned 511,250 shares of Common Stock
of the Company. Mr. Ardinger, as President, is deemed to beneficially own
all stock owned by H.T. Ardinger & Son.
Item 4. PURPOSE OF TRANSACTION
The person signing this Filing does not have any specific plans or
proposals which relate to or would result in any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; any change in the
present capitalization or dividend policy of the Company; changes in the
Company's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Company by any
person; 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; a class of securities of the Company becoming eligible for
termination or registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or any action similar to any of those
enumerated above; but such persons reserve the right to propose or undertake
or participate in any of the foregoing actions in the future.
Mr. Ardinger regularly purchases and sells the Company's Common
Stock on the open market. Furthermore, as a result of Mr. Ardinger's
purchase of the Preferred Stock, he has been granted the right to appoint
three persons to the Board of Directors of the Company.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Ardinger beneficially owns 1,806,556 shares of Common Stock,
which represents 14.9% of the outstanding Common Stock. Of the 1,806,556
shares of Common Stock beneficially owned by Mr. Ardinger, 1,295,306 shares
were purchased with personal funds by Mr. Ardinger.
Mr. Ardinger is deemed to beneficially own, as President of H. T.
Ardinger & Son Company, 511,250 shares of Common Stock. Of the 511,250
shares deemed to be beneficially owned by Mr. Ardinger, all shares were
purchased with working capital of H. T. Ardinger & Son Company.
The percentage calculations are based upon 12,133,595 shares of
Common Stock outstanding on March 22, 1999, as reported in the Company's most
recent Quarterly Report on Form 10-KSB, filed March 26, 1999.
(b) Mr. Ardinger may be deemed to have sole voting and dispositive
power over 1,806,556 shares of Common Stock.
(c) None.
(d) None.
(e) Not applicable.
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
March 31, 1999 /s/ Horace T. Ardinger, Jr.
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Horace T. Ardinger, Jr.
