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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. n/a)
Socrates Technologies Corporation
---------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
833719 10 7
--------------
(CUSIP Number)
January 21, 2000
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
<PAGE>
======================= ====================================================
CUSIP No. SCHEDULE 13G
======================= ====================================================
1. Name of Reporting Person: Edward Ratkovich
I.R.S. Identification No.
2. Check the appropriate box if a Member of a Group (a) | |
(b) | |
3. SEC Use Only
4. Citizenship or Place of Organization: United States
Number of Shares 5. Sole Voting Power:
Beneficially
Owned by Each 6. Shared Voting Power: 507,467*
Reporting Person
With 7. Sole Dispositive Power:
8. Shared Dispositive Power: 507,467*
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
* 507,467 shares beneficially owned as tenants in the entirety with his
spouse. Prudential Securities, Inc. sold, from time to time, during
December 1998 and throughout 1999 and early January 2000 an aggregate
of 1,357,000 shares of the Issuer's Common Stock beneficially owned by
the Reporting Person and held in a Prudential Securities, Inc. account
by the Reporting Person. The shares were sold by Prudential Securities
at its sole discretion to satisfy a margin loan obligation. The
Reporting Person did not consent to or participate in the selling of
the shares by Prudential Securities.
The Reporting Person has entered into an agreement on December 15,
1999, with the Issuer whereby the Reporting Person would convert two
loans to the Issuer to 1,291,666 shares of the Issuer's Common Stock.
The Reporting Person also subscribed to purchase 66,667 shares of the
Issuer's Common Stock on January 6, 2000, pursuant to a December 1,
1999 accredited investor private placement by the Issuer. The Reporting
Person's subscription has been accepted as of January 17, 2000. When
these shares are issued by the Issuer plus the shares from the
conversion of the two loans referenced above, the Reporting Person
would then beneficially own 1,865,800 shares, or approximately 9.0%, of
the issued and outstanding shares of the Issuer's Common Stock. As of
the date of this filing, the Reporting Person is not an affiliate of
the Issuer.
Page 2 of 5 Pages
<PAGE>
======================= ====================================================
CUSIP No. SCHEDULE 13G
======================= ====================================================
10. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) | |
Not Applicable.
11. Percent of Class Represented by Amount in Row (11): 2.55%
12. Type of Reporting Person (See Instructions): IN
Item 1.
(a) Name of Issuer: Socrates Technologies Corporation, a Delaware
corporation
(b) Address of Issuer's Principal Executive Offices: 8133 Leesburg Pike,
Suite 760, Vienna, Virginia 22182.
Item 2.
(a) Name of Person Filing: Edward Ratkovich
(b) Address of Principal Business Office or, if none, Residence:
1030 Delf Drive, McLean, Virginia 22101
(c) Citizenship: United States
(d) Title of Class of Securities: Common Stock, $.01 par value
(e) CUSIP Number: 833719 10 7
Item 3. If this statement is filed pursuant to ss.ss. 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) | | Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) | | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) | | Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) | | Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) | | An investment advisor in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) | | An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) | | A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) | | A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
Page 3 of 5 Pages
<PAGE>
======================= ====================================================
CUSIP No. SCHEDULE 13G
======================= ====================================================
(i) | | A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-33)
(j) | | Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount Beneficially Owned: 507,467
Percent of Class: 2.55%
(c) Number of Shares to which such person has:
(i) Sole power to vote or direct the vote:
(ii) Shared power to vote or direct the vote: 507,467
(iii) Sole power to dispose or to direct the
disposition of:
(iv) Shared power to dispose or to direct
the disposition of: 507,467
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see 240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X]. See
explanation in Line 9 above.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Page 4 of 5 Pages
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CUSIP No. SCHEDULE 13G
======================= ====================================================
Item 9. Notice of Dissolution of the Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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: January 21, 2000
/s/ Edward Ratkovich
-----------------------------------
Edward Ratkovich
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
Page 5 of 5 Pages
