SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
BRIDGEPORT MACHINES, INC.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
108228-10-7
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(CUSIP Number)
Robert A. Trevisani, Esq.
Gadsby & Hannah LLP
225 Franklin Street
Boston, MA 02110 (617) 345-7000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 11, 1997
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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-l(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this statement / /. (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-l(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).
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
HIGH TECHNOLOGY HOLDING CORP.
I.R.S. Identification Number: 06-1272462
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
BK
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(5) Check 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
DELAWARE
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Number of Shares (7) Sole Voting Power
Beneficially Owned 288,100
by Each Reporting
Person With (8) Shared Voting Power
-0-
(9) Sole Dispositive Power
288,100
(10) Shared Dispositive Power
-0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
288,100
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
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(13) Percent of Class Represented by Amount in Row (11)
5.1%
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(14) Type of Reporting Person*
CO
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
DR. MILTON B. HOLLANDER
Social Security Number:
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
Not Applicable
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(5) Check 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
USA
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Number of Shares (7) Sole Voting Power
Beneficially Owned 288,100
by Each Reporting
Person With (8) Shared Voting Power
-0-
(10) Sole Dispositive Power
288,100
(10) Shared Dispositive Power
-0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
288,100
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
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(13) Percent of Class Represented by Amount in Row (11)
5.1%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (the "Statement") relates to the common
stock, $0.01 par value (the "Shares"), of Bridgeport Machines, Inc., a Delaware
corporation (the "Company"). The address of the principal executive offices of
the Company is 500 Lindley Street, Bridgeport, Connecticut 06606.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by High Technology Holding Corp. ("HTH"),
a Delaware corporation, the principal business of which is a holding company and
by Dr. Milton B. Hollander ("Hollander"), the owner of 100% of the issued and
outstanding capital stock of HTH. The principal business address of HTH is 2229
South Yale Street, Santa Ana, California 92704-4426. Neither HTH, nor, to the
best of the knowledge of HTH or Hollander, any director or executive officer of
HTH, has been, during the last five years, (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b) 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. Pursuant to Instruction C to Schedule 13D
of the Act, the name, address and present occupation of each director, executive
officer and controlling person of HTH are set forth in Schedule 1 hereto. All
persons listed therein are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of funds used by HTH in making the purchase was from a
general line of credit. The aggregate amount of funds used in making the
purchase including brokerage commissions and other costs through the close of
business on November 11, 1997 was approximately $3,097,000.
ITEM 4. PURPOSE OF THE TRANSACTION
HTH acquired and continues to hold the Shares of the Company for
investment purposes. Depending on market conditions and other factors that HTH
may deem material to its investment decision, HTH may purchase additional Shares
by means of open market purchases, private transactions, tender offers, mergers
or other business transactions. Depending on these same factors, HTH may sell
all or a portion of the Shares that it now owns or hereafter acquires on the
open market or in private transactions. HTH has not made any definitive plans or
proposals that would result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D of the Act, but HTH reserves the right to
develop and execute any such plan or proposal.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, Hollander, through HTH, beneficially owns
288,100 shares of Common Stock of the Company. According to the
Company's Quarterly Report on Form 10Q for the quarterly period
ended September 27, 1997, on September 27, 1997 there were
5,679,361 shares of Common Stock outstanding. Based upon that
number, the ownership of HTH constitutes approximately 5.1% of the
Company's issued and outstanding Common Stock. Except as set forth
herein, to the best of HTH's or Hollander's knowledge, no person
named in Schedule 1 except for Hollander beneficially owns any
shares of Common Stock of the Company.
(b) Hollander has the sole power to vote or direct the vote, and to
dispose of or to direct the disposition of 288,100 shares of
Common Stock of the Company.
(c) During the last 60 days, HTH made the following purchases of
shares of Common Stock of the Company:
DATE ACQUIRED # OF SHARES COST/SHARE
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09/11/97 7,000 $11.000
09/26/97 17,000 10.750
09/29/97 5,000 10.750
09/29/97 13,000 10.875
09/30/97 2,500 10.750
10/02/97 7,500 10.750
10/06/97 10,000 10.750
10/07/97 5,000 10.750
10/09/97 5,000 10.625
10/09/97 3,500 10.750
10/10/97 2,500 10.750
10/13/97 2,500 10.750
10/16/97 7,500 10.750
10/17/97 3,800 10.750
10/21/97 2,000 10.750
10/22/97 5,000 10.750
10/23/97 2,500 10.750
10/24/97 6,500 10.750
10/28/97 5,000 10.750
10/29/97 5,000 10.750
10/30/97 3,000 10.750
10/31/97 1,000 10.625
10/31/97 4,000 10.750
11/04/97 800 10.625
11/04/97 2,000 10.750
11/05/97 10,000 10.750
11/06/97 1,500 10.750
11/07/97 2,500 10.750
11/10/97 3,000 10.750
11/11/97 7,500 10.750
All of these purchases were made on the open market with the exception of
the purchase on 11/05/97, which was purchased from Hollander at curent market
value.
(d) No person other than Hollander has the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock owned by HTH.
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the Company, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees or profits,
division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
LIST OF EXHIBITS
None
SIGNATURES
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 20, 1997
HIGH TECHNOLOGY HOLDING, CORP.
Signature: /s/ Milton B. Hollander
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Name/Title: Dr. Milton B. Hollander, President
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 20, 1997
Signature: /s/ Milton B. Hollander
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Name/Title: Dr. Milton B. Hollander, individually
SCHEDULE 13D
Bridgeport Machines, Inc.
Cusip No. 108228107
SCHEDULE 1
The following individuals are all of the officers and directors of HTH.
Dr. Milton B. Hollander is the only controlling person of HTH:
<TABLE>
<CAPTION>
Directors Address Current Employment
- --------- ------- ------------------
<S> <C> <C>
Dr. Milton B. Hollander 2229 South Yale St. Chairman & CEO
Santa Ana, CA 92704-4426 Newport Electronics, Inc.
President - HTH
Officers
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Dr. Milton B. Hollander [Same as Above] [Same as Above]
President
Ralph S. Michel One Omega Drive Vice President & CFO
Vice President & Secretary Stamford, CT 06907 Omega Engineering, Inc.
</TABLE>
