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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. ______)
PARAVANT COMPUTER SYSTEMS, INC.
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(NAME OF ISSUER)
Common Stock, par value $0.015 per share
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(TITLE OF CLASS OF SECURITIES)
699376 10 9
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(CUSIP NUMBER)
C. David Lambertson
4391 Dayton-Xenia Road
Dayton, Ohio 45432
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
October 8, 1998
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of 'SS''SS'240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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 'SS'240.13d-7(b) for other
parties to whom copies are to be sent.
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* 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).
CUSIP No. 699376 10 9 SCHEDULE 13D Page 1 of 7 Pages
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
C. David Lambertson
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(2) Check the appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [ ]
(3) SEC Use Only
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(4) Source of Funds
00
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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 of America
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(7) Sole Voting Power
882,166
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(8) Shared Voting Power
-0-
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(9) Sole Dispositive Power
882,166
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(10) Shared Dispositive Power
-0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
882,166
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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(13) Percent of Class Represented by Amount in Row (11)
7.3
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(14) Type of Reporting Person
IN
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Item 1. Security and issuer.
This statement relates to the common stock, par value $0.015 per
share, of Paravant Computer Systems, Inc., a Florida corporation
(the "Issuer"). The address of the principal office of the Issuer
is 1615A West Nasa Boulevard, Melbourne, Florida 32901.
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Item 2. Identity and background.
On October 8, 1998 the Issuer completed the acquisition,
effective as of October 1, 1998 of all of the common stock of
Engineering Development Laboratories, Incorporated, an Ohio
corporation ("EDL"), and substantially all of the business and
assets of Signal Technology Laboratories, Inc., an Ohio
corporation ("STL") pursuant to an Acquisition Agreement dated as
of March 31, 1998 (the "Acquisition Agreement") by and among the
Issuer, EDL, STL, and the shareholders of EDL and STL, James E.
Clifford ("Clifford"), Edward W. Stefanko ("Stefanko"), C. David
Lambertson ("Lambertson"), C. Hyland Schooley ("Schooley"), Peter
Oberbeck ("Oberbeck") and Leo S. Torresani ("Torresani")
(Clifford, Stefanko, Lambertson, Schooley, Oberbeck and
Torresani, collectively, the Shareholders). The consideration
paid at the closing by the Issuer for the acquisition of the EDL
common stock and the STL assets (the "Acquisition") to STL and
the Shareholders consisted of an aggregate of $8,700,000 in cash,
promissory notes in the aggregate principal amount of $4,800,000,
an aggregate of 3,950,000 shares of common stock of the Issuer,
and the assumption by the Issuer of certain liabilities of STL.
The shares of the Issuer paid as consideration for the
Acquisition were paid only to the Shareholders and none of such
shares were paid to STL. The Acquisition Agreement also provides
for a contingent future payment of a cash earn-out based upon the
results of operations of the acquired businesses following the
closing.
This statement is being filed by C. David Lambertson, who as a
Shareholder party to the Acquisition Agreement received 882,166
shares of the Issuer as consideration for the Acquisition under
the terms of the Acquisition Agreement.
(a) Name: The name of the person filing this statement is C.
David Lambertson (hereinafter sometimes referred to as
"Mr. Lambertson" or the "Reporting Person").
(b) Business address: The business address of the Reporting
Person is C. David Lambertson, 4391 Dayton-Xenia Road,
Dayton, Ohio 45432.
(c) Present principal occupation or employment and name,
principal business and address of corporation in which
such employment is conducted: Mr. Lambertson is Senior
Vice President of EDL, a wholly owned subsidiary of the
Issuer whose principal business is design, modification,
and marketing avionics equipment for military use. The
business address of EDL is 4391 Dayton-Xenia Road, Dayton,
Ohio 45432.
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(d) During the last five years, the Reporting Person has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has not
been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result
of which he was 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 in which any violation of such laws was
found.
(f) Citizenship: The Reporting Person is a citizen of the
United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of the Issuer acquired by the Reporting Person which
are the subject of this statement, were acquired as consideration
for the Acquisition described in Item 2 above and no funds or
consideration other than the Reporting Person's interest in the
acquired businesses were paid or given by the Reporting Person
for his acquisition of such shares of the Issuer.
Item 4. Purpose of Transaction.
The Reporting Person's purpose for his acquisition of the shares
of the Issuer which are the subject of this statement was to
acquire an interest in the Issuer in consideration for the sale
of his interest in the business or businesses acquired by the
Issuer. The Reporting Person does not have any present plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities by the
Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the Issuer, 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 Issuer;
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(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's articles of incorporation, bylaws
or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer
by any person;
(h) Causing a class of securities of the Issuer to cease to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12g(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of the class of
securities identified pursuant to Item 1 beneficially
owned by the Reporting Person is 882,166 shares, which
(based upon the information set forth in the Issuer's
August 11, 1998 Proxy Statement with respect to
shareholder approval of the Acquisition transaction)
constitutes 7.3% of the outstanding shares of the Issuer;
(b) The Reporting Person has the sole power to vote or to
direct the vote and sole power to dispose or to direct the
disposition with respect to all of the 882,166 shares of
the Issuer beneficially owned by him, subject, however,
the Issuer's recourse against certain of the shares under
the indemnification provisions of the Acquisition
Agreement referred to in paragraph (d) of this Item 5
below;
(c) The Acquisition transaction referred to in Item 2 is the
only transaction in shares of the Issuer effected during
the past sixty (60) days by the Reporting Person;
(d) Except under certain indemnification provisions of the
Acquisition Agreement pursuant to which the Issuer would
have a right to require the Reporting Person to pay over
to the Issuer up to 55,833 of the shares acquired by him
in the Acquisition transaction if, within three years from
the Closing date, the Issuer incurs damages as a result
of a litigation related claim against the businesses
acquired, no person other than the Reporting Person
is known to have the right to receive or the power to
direct the receipt of the proceeds from the sale of the
securities which are the subject of this statement.
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(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Except with respect to the indemnification provisions in the
Acquisition Agreement referred to in paragraph (d ) of Item 5
above, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Person
and any other person with respect to securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
None.
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: October 21, 1998 /s/ C.David Lambertson
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C. DAVID LAMBERTSON
STATEMENT OF DIFFERENCES
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The secton symbol shall be expressed as................................. 'SS'
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