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SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
GLOBAL PAYMENT TECHNOLOGIES, INC.
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(Name of issuer)
Common Stock
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(Title of class of securities)
192583102
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(CUSIP number)
Edward R. Mandell, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
(212) 704-6000
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(Name, address and telephone number of person authorized to
receive notices and communications)
June 9, 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-1(b)(3) or (4), check the following box [_].
CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THE 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-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 of 6 Pages)
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
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CUSIP NO. 192583102 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
JOAN VOGEL
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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*
Not Applicable
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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
United States
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7 SOLE VOTING POWER
9,500
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 9,500
OWNED BY
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 108,500
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10 SHARED DISPOSITIVE POWER
98,020
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,520
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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)
7.5%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
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CUSIP NO. 192583102 PAGE 3 OF 6 PAGES
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ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates
consists of the common stock, par value $.01 per share (the "Common Stock"), of
Global Payment Technologies, Inc., a Delaware corporation (the "Company"). The
address of the Company's principal executive offices is 20 East Sunrise Highway,
Suite 201, Valley Stream, New York 11788.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the individual filing this statement is Joan
Vogel.
(b) The address of Ms. Vogel's residence is 400 East 56th
Street, New York, New York 10022.
(c) Ms. Vogel's principal occupation is director of the
Company and individual investor.
(d) Ms. Vogel has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Ms. Vogel has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which she 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) Ms. Vogel is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
<PAGE>
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CUSIP NO. 192583102 PAGE 4 OF 6 PAGES
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ITEM 4. PURPOSE OF TRANSACTION.
Ms. Vogel does not have any present plans or proposals which relate
to or would result in: (a) the acquisition or disposition by any person of
additional securities of the Company, (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries, (d) any change, in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board, (e) any material
change in the present capitalization or dividend policy of the Company, (f) any
other material change in the Company's business or corporate structure, (g) any
change in the Company's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company by any
person, (h) a class of securities of the Company to be delisted from a national
securities exchange or cease being authorized to be quoted in an inter-dealer
quotation system of a registered national securities association, (i) 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
or (j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The number of shares of Common Stock beneficially owned
by Ms. Vogel is 206,500, comprising 7.5% of the outstanding shares of Common
Stock.
(b) The number of shares of Common Stock as to which Ms.
Vogel has sole voting power is 9,500 which are held of record by Ms. Vogel. The
number of shares of Common Stock as to which Ms. Vogel has shared voting power
is 9,500 which are held of record by the Joseph Vogel Revocable Trust ("Vogel
Trust"), of which Ms. Vogel serves as co-trustee. Stephen Katz, as voting
trustee under Voting Trust Agreement dated May 23, 1996 (the "Voting Trust") has
sole voting power of all shares held of record by the Voting Trust that are
beneficially owned by Ms. Vogel (99,000) and by the Vogel Trust (88,520). Ms.
Vogel has sole dispositive power of 108,500 shares of Common Stock which are
beneficially owned by Ms. Vogel (9,500 of which are held of record by Ms. Vogel
and 99,000 are held of record by the Voting Trust). Ms. Vogel has shared
dispositive power of 98,020 shares of Common Stock, which are beneficially owned
by the Vogel Trust (9,500 of which are held of record by the Vogel Trust and
88,520 are held of record by the Voting Trust).
(c) During the past sixty (60) days, Ms. Vogel and the Vogel
Trust effected the following transactions:
(1) On June 9, 1997, Ms. Vogel sold 15,000 shares of
Common Stock in private sales to various
purchasers, listed on Exhibit A annexed hereto,
at a price of $8.25 per share.
(2) On June 9, 1997, the Vogel Trust sold 60,000
shares of Common
<PAGE>
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CUSIP NO. 192583102 PAGE 5 OF 6 PAGES
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Stock in private sales to various purchasers,
listed on Exhibit A annexed hereto, at a price
of $8.25 per share.
(3) On May 19, 1997, Ms. Vogel sold 4,500 shares of
Common Stock in a public sale at a price of
$9.125 per share.
(4) On May 12, 1997, Ms. Vogel sold 9,000 shares of
Common Stock in three public sales (2,500 shares
at $10.00 per share, 4,500 shares at $9.50 per
share and 2,000 shares at $9.50 per share).
(d) Ms. Vogel currently has sole voting power and the right
to receive and the power to direct the receipt of dividends from, and the
proceeds from the sale of, 9,500 shares of Common Stock held of record by Ms.
Vogel. The Vogel Trust currently has sole power and the right to receive and the
power to direct the receipt from dividends from, and the proceeds from the sale
of, 9,500 shares of Common Stock held of record by the Vogel Trust. Stephen
Katz, as trustee of the Voting Trust currently has the right to receive and the
power to direct the receipt of dividends from, and the proceeds from the sale
of, 88,520 shares of Common Stock as to which Mr. Katz exercises sole voting
power. Ms. Vogel currently has the right to receive and the power to direct the
receipt of dividends from, and the proceeds from the sale of, 99,000 shares of
Common Stock as to which Mr. Katz as trustee of the Voting Trust exercises sole
voting power.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
In May 1997, Ms. Vogel and the Vogel Trust entered into an agreement
with various purchasers to sell 75,000 shares of Common Stock of the Company a
price of $8.25 per share. Pursuant to the agreement, Ms. Vogel agreed that prior
to January 31, 1998, she will not sell, transfer or dispose of any shares of
Common Stock of the Company owned by her other than private transactions under
Section 4(2) of the Securities Act of 1933.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Form of Agreement of sale among Joan Vogel, the Vogel
Trust and various purchasers.
<PAGE>
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CUSIP NO. 192583102 PAGE 6 OF 6 PAGES
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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 31, 1997
/s/ Joan Vogel
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Joan Vogel
JOAN VOGEL, TRUSTEE
THE JOSEPH VOGEL REVOCABLE TRUST
400 EAST 56TH STREET
APARTMENT #33H
NEW YORK, N.Y. 10022
May ___, 1997
To: Don Chaifetz
Arthur E. Curley
Joan E. Foley
Henry B. Ellis
Tom McNeill
Robert W. Nader
Joseph D. Pititto
Corinne M. Rentos
Stephen Katz
Ladies and Gentlemen:
This letter confirms the agreement among Joan Vogel, the Joseph Vogel
Revocable Trust, of which Ms. Vogel is a trustee and beneficiary (the "Trust",
together with Ms. Vogel, is collectively referred to herein as the "Sellers"),
and each of you (collectively, the "Purchasers"), for the acquisition by the
Purchasers of an aggregate of 75,000 shares of common stock, par value $.01 per
share (the "Shares"), of Coin Bill Validator, Inc., at a price of $8.25 per
Share.
In connection therewith, the undersigned hereby agree as follows:
Concurrently with the execution of this Agreement, each of the
Sellers is selling and delivering to the Purchasers the number of the Shares of
the Company which are described on the signature page opposite the name of each
of the Purchasers, duly endorsed for transfer and free and clear of all claims,
charges, liens, security interests, mortgages, pledges, options, rights of use
or other encumbrances of any nature whatsoever, and the Purchasers are
delivering to the Sellers the purchase price for such Shares, receipt of which
is acknowledged by the Sellers.
The Sellers represent that they have the requisite capacity and
authority to execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby and that this Agreement has been duly executed,
authorized and delivered by each of the Sellers and is a valid and binding
obligation of each of them.
In addition, Joan Vogel, individually, covenants and agrees that
prior to January 31, 1998, she will not sell, transfer or dispose of any shares
of Common Stock of the Company owned by her
<PAGE>
other than in private transactions under Section 4(2) of the Securities Act of
1933 (the "Securities Act").
Each Purchaser, individually, hereby represents that he/she (i)
understands and acknowledges that the Shares purchased under this Agreement are
"restricted securities" as such term is defined in Rule 144 of the Securities
Act and, as such, may not be resold, transferred or disposed of except in a
transaction exempt from the registration requirements of the Securities Act and
that the Purchasers must hold the "restricted securities" prior to any public
sale for a period of at least one year; (ii) has such experience in business and
financial matters that he/she is capable of evaluating the risks and determining
the suitability of his/her investment; (iii) is the sole party in interest as to
his/her investment in the Shares, and is acquiring the Shares as principal
solely for investment for his/her own account and has no present agreement,
understanding or arrangement to subdivide, sell, assign, transfer or otherwise
dispose of all or any part of the Shares purchased to any other person; (iv) has
adequate means of providing for his/her current needs and possible future
contingencies and has no need, and anticipates no need in the foreseeable
future, to sell the Shares purchased under this Agreement; and (v) understands
that the exemption provided by Rule 144 under the Securities Act may not be
available to him/her for the resale of the Shares purchased under this
Agreement.
In addition, the Purchasers understand and agree that the Shares
purchased under this Agreement will bear a legend substantially in the following
form:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF
ANY JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD,
PLEDGED, HYPOTHECATED OR DISPOSED OF EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT AND APPLICABLE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR AN EXEMPTION THEREFROM."
This Agreement is governed by, and interpreted and enforced in
accordance with, the laws of the State of New York.
Please confirm your agreement by executing this letter where
indicated.
/s/ JOAN VOGEL
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JOAN VOGEL
THE JOSEPH VOGEL REVOCABLE TRUST
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By: Joan Vogel, Trustee
-2-
<PAGE>
AGREED AND ACCEPTED:
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DON CHAIFETZ (20,000 SHARES, $165,000)
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Arthur E. Curley (1,000 Shares, $8,250)
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Joan E. Foley (200 Shares, $1,650)
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Henry B. Ellis (10,000 Shares, $82,500)
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Tom McNeill (1,000 Shares, $8,250)
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Robert W. Nader (2,000 Shares, $16,500)
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Joseph D. Pititto (4,500 Shares, $37,125)
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Corinne M. Rentos (650 Shares, $5,362.50)
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Stephen Katz (35,650 Shares, $294,112.50)
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