SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Knogo North America Inc.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
499163 10 3
(CUSIP Number)
William A. Perlmuth, Esq.
Stroock & Stroock & Lavan
7 Hanover Square
New York, NY 10004-2696
(212) 806-5860
---------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 27, 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 [ ]. (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
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Estate of Arthur J. Minasy, William A. Perlmuth, Executor
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
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
New York
NUMBER OF 7 SOLE VOTING POWER 902,527 shares
SHARES 8 SHARED VOTING POWER None
BENEFICIALLY 9 SOLE DISPOSITIVE POWER 902,527 shares
OWNED BY
EACH REPORTING 10 SHARED DISPOSITIVE POWER None
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
902,527 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.64%
14 TYPE OF REPORTING PERSON*
00
*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>
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trust F/B/O Karen Minasy Hatgis, William A. Perlmuth, Trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
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
New York
NUMBER OF 7 SOLE VOTING POWER 56,300 shares
SHARES 8 SHARED VOTING POWER None
BENEFICIALLY 9 SOLE DISPOSITIVE POWER 56,300 shares
OWNED BY
EACH REPORTING 10 SHARED DISPOSITIVE POWER None
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,300 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON*
OO
*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>
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trust F/B/O Keith Minasy, William A. Perlmuth, Trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
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
New York
NUMBER OF 7 SOLE VOTING POWER 50,000 shares
SHARES 8 SHARED VOTING POWER None
BENEFICIALLY 9 SOLE DISPOSITIVE POWER 50,000 shares
OWNED BY
EACH REPORTING 10 SHARES DISPOSITIVE POWER None
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON*
OO
*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>
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trust F/B/O Kathy Minasy Nicolette, William A. Perlmuth,
Trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
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
New York
NUMBER OF 7 SOLE VOTING POWER 50,000 shares
SHARES 8 SHARES VOTING POWER None
BENEFICIALLY 9 SOLE DISPOSITIVE POWER 50,000 shares
OWNED BY
EACH REPORTING 10 SHARES DISPOSITIVE POWER None
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON*
OO
*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>
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William A. Perlmuth
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
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
NUMBER OF 7 SOLE VOTING POWER 16,000 shares
SHARES 8 SHARED VOTING POWER None
BENEFICIALLY 9 SOLE DISPOSITIVE POWER 16,000 shares
OWNED BY
EACH REPORTING 10 SHARED DISPOSITIVE POWER None
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON*
IN
*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 $.01 per share
("Common Stock"), of Knogo North America Inc., a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 350
Wireless Boulevard, Hauppauge, New York 11788.
Item 2. Identity and Background
This Schedule 13D is being filed by William A. Perlmuth, an individual
with a business address c/o Stroock & Stroock & Lavan, 7 Hanover Square, New
York, New York 10004-2696, individually and in his capacity as Executor of the
Estate of Arthur J. Minasy (the "Estate") and Trustee of three separate trusts
for the benefit of Mr. Minasy's adult children, Karen Minasy Hatgis, Keith
Minasy and Kathy Minasy Nicolette (the "Trusts").
The address of the Estate and the Trusts is the same as the address
for Mr. Perlmuth. Kathy Minasy Nicolette is the wife of Thomas A. Nicolette, a
Director and the President and Chief Executive Officer of the Issuer. Mr.
Perlmuth is an attorney and a member of the law firm of Stroock & Stroock &
Lavan, which firm performs legal services for the Issuer. Mr. Perlmuth is also a
Director of the Issuer.
Mr. Perlmuth has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and 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 finding
any violation with respect to such laws.
Mr. Perlmuth is a citizen of the United States. The Estate and each of
the Trusts were created under New York law.
Item 3. Source and Amount of Funds and Other Consideration
The shares of Common Stock deemed beneficially owned by Mr. Perlmuth as
Executor of the Estate and as Trustee of the Trusts and the shares of Common
Stock beneficially owned directly by Mr. Perlmuth (other than those which may be
acquired pursuant to options) were acquired in a spin-off transaction registered
under the Securities Act of 1933, as amended. No consideration was paid for the
shares.
Item 4. Purpose of Transaction
Mr. Perlmuth has been Trustee of the Trusts since their creation in
1973 and became Executor of the Estate in May 1994.
Mr. Perlmuth is a Director of the Issuer and has acted in that
capacity since the incorporation of the Issuer in August 1994. Under Section 141
of the Delaware General Corporation Law, the business of the Issuer is to be
managed by or under the direction of its Board of Directors. While the Board,
and Mr. Perlmuth as a Director, Executor and Trustee, may from time to time
consider matters of a nature similar to one or more of the actions enumerated
under Item 4 of Schedule 13D, there exist at this time no plans or proposals
which require disclosure pursuant thereto.
Depending upon market prices and conditions, the financial needs of
the Estate and its beneficiaries and of the beneficiaries of the Trusts and
other relevant considerations, Mr. Perlmuth may sell all or a portion of the
shares of Common Stock in open market or privately negotiated transactions or
otherwise.
Item 5. Interest in Securities of the Issuer
Mr. Perlmuth, by reason of his serving as Executor of the Estate and
Trustee of each of the Trusts, has sole power to vote and sole power to dispose
of the shares of Common Stock owned by the Estate and the Trusts. Pursuant to
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), Mr. Perlmuth (by virtue of having such power) is deemed to be the
"beneficial owner" of such shares. Mr. Perlmuth has no personal pecuniary
interest in any of such shares.
In addition to the shares of Common Stock owned by the Estate and the
Trusts, Mr. Perlmuth is the beneficial owner of 16,000 shares which he owns
directly, including in such amount 12,000 shares issuable upon exercise of
options which presently are exercisable or will become exercisable within the
next 60 days. Mr. Perlmuth also holds additional options to acquire 10,000
shares, granted by the Issuer to Mr. Perlmuth in his capacity as a non-employee
Director of the Issuer pursuant to the Issuer's 1994 Stock Incentive Plan. The
options vest as to 20% of the shares covered thereby on December 29th of each
year. The Company's 1994 Stock Incentive Plan also provides for an automatic
grant each December 29th of an additional option (exercisable at the fair market
value of the Common Stock on the date of the grant) to purchase 2,000 shares.
Such options also vest as to 20% of the shares covered thereby on December 29th
of each year. Under the policies of the law firm of which Mr. Perlmuth is a
member, Mr. Perlmuth will share any economic benefit of such options to purchase
Issuer stock with the other members of such firm.
There have been no transactions involving the shares in the 60-day
period preceding the filing of this Amendment, except as set forth on Appendix
A.
Each of Jayne Minasy, Karen Minasy Hatgis, Keith Minasy and Kathy
Minasy Nicolette may be a beneficiary of the Estate. Karen Minasy Hatgis, Keith
Minasy and Kathy Minasy Nicolette are the sole beneficiaries of their respective
trusts. See Item 4.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer
The Estate and the Trusts have the right under certain circumstances
to demand the registration of the shares under the Securities Act of 1933, as
amended.
Except as otherwise described herein, none of the Estate, the Trusts or Mr.
Perlmuth have any contracts, arrangements, understandings or relationships with
respect to any securities of the Issuer, including but not limited to the
transfer or voting of any securities of the Issuer, finder's fees, joint
ventures, loan or option agreements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
None.
<PAGE>
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.
Date: August 15, 1996
/s/ Wm. A. Perlmuth
---------------------------------
William A. Perlmuth, individually
and as Executor of the Estate of
Arthur J. Minasy and as Trustee of
the Trust F/B/O Karen Minasy
Hatgis, Trust F/B/O Keith Minasy
and Trust F/B/O Kathy Minasy
Nicolette
<PAGE>
Appendix A
Settlement Date Quantity Price*
- --------------- -------- ------
I. Trust F/B/O/ Karen Minasy Hatgis
- -----------------------------------
5/22/96 9,600 $10
5/23/96 300 10
5/29/96 10,100 9.012376
7/18/96 500 11.875
II. Trust F/B/O/ Keith Minasy
- -----------------------------
5/28/96 3,000 9.125
5/28/96 2,000 9.1875
5/30/96 2,000 9.625
5/30/96 2,000 9.5
5/30/96 2,100 9.375
5/30/96 1,000 9.75
5/30/96 4,000 9.625
5/30/96 2,000 9.5
5/30/96 300 9.5
5/30/96 700 9.5
5/30/96 500 9.5
5/30/96 400 9.5
III. Trust F/B/O Kathy Minasy Nicolette
- ---------------------------------------
4/01/96 35,000 7.27
6/04/96 15,000 9.5033
__________________________
* Before commission and fees.8
