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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Eckler Industries, Inc.
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(Name of Issuer)
Class A Common Stock, par value, $.01
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(Title of Class of Securities)
27881210.2
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(CUSIP Number)
Sandra C. Gordon, Esquire
Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A.
111 North Orange Avenue, Suite 2050, Orlando, Florida 32801
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 28, 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 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-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).
*Fee no longer required.
(Continued on following page(s))
Page 1 of 6 Pages
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CUSIP No. 27881210 2 13D Page 2 of 6 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Ralph H. Eckler
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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*
00
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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
United States
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Number of Shares (7) Sole Voting Power
Beneficially Owned 1,356,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
200,000
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(9) Sole Dispositive
1,356,000
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(10) Shared Dispositive Power
200,000
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,556,000
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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)
17.8%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Page 3 of 6 Pages
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this Statement relates
is Class A Common Stock, $.01 par value per share ("Common Stock"), issued by
Eckler Industries, Inc., a Florida corporation (the "Company"), the principal
executive offices of which are located at 5200 S. Washington Avenue, Titusville,
Florida 32780.
ITEM 2. IDENTIFY AND BACKGROUND
(a) Name of Filer: Ralph H. Eckler
(b) Business Address: 5200 S. Washington Avenue
Titusville, Florida 32780
(c) Occupation: Chairman of the Corvette parts and accessories
division of Company
(d) Mr. Eckler has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Eckler 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 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.
(f) Mr. Eckler is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Of the 1,556,000 shares of Class A Common Stock beneficially owned by Mr.
Eckler:
(a) 990,750 Class A shares are issuable upon conversion of 495,375 shares
of Class B Common Stock, $.01 par value (convertible on a 2 for 1 basis), which
represent shares held by Mr. Eckler since he founded the Company; (b) 25,250
Class A shares were received upon conversion of 12,625 Class B shares, which
represent shares held by Mr. Eckler since he founded the Company; (c) 5,000
Class A shares were received in respect of the cancellation of a $10,000
obligation owed Mr. Eckler by the Company; (d) 20,000 Class A shares are
issuable upon exercise of previously granted stock options; (e) 5,000 Class A
shares are issuable upon exercise of a previously issued warrant; (f) 160,000
Class A shares are issuable upon conversion of 80,000 Class B shares (the
"Acquired Shares"), which Class B shares were acquired by Mr. Eckler in
connection with a merger ("Merger") of the Company and Smart Choice Holdings,
Inc., a Delaware corporation ("Smart Choice"), which was completed on January
28, 1997 (and effected on January 29, 1997); (g) 150,000 Class A shares are
issuable upon exercise of options received by Mr. Eckler in respect of the
merger (the "Acquired Option Shares"); and (h) 200,000 Class A shares are
issuable upon exercise of an option held by Mr. Eckler and two other individuals
in
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Page 4 of 6 Pages
joint tenancy, which option was purchased from the Company's underwriter by the
joint tenants for $500,000, evidenced by a promissory note in such amount given
by them to the underwriter, which note is due and payable August 7, 1997. In
connection with the Merger, Mr. Eckler assigned an option for 200,000 shares of
the Company's Class A Common Stock to Smart Choice, whereupon such option was
canceled.
ITEM 4. PURPOSE OF TRANSACTION
In respect of the Merger of the Company and Smart Choice, the Company
issued 3,269,367 Class A shares and 1,177,389.5 Class B shares (which Class B
shares are convertible to 2,514,779 Class A shares) in exchange for all of the
issued and outstanding common stock of Smart Choice. The Merger closed on
January 28, 1997 and was effected upon filing the Articles of Merger with the
Delaware Secretary of State on January 29, 1997.
Further, in respect of the cancellation of certain stock options held by
Mr. Eckler and the termination of his existing employment agreement and the
entering into of a new employment agreement with the company, Mr. Eckler
received 80,000 Class B shares (which are convertible into 160,000 Class A
shares), and a stock option for 150,000 Class A Shares. Also, in respect of the
foregoing, Mr. Eckler resigned as President and Chief Executive Officer of the
Company and was elected Chairman of the Corvette parts and accessories division
of the Company.
Pursuant to the terms of the merger agreement, on January 28, 1997, Ronald
V. Mohr resigned from the Board of Directors, the Board increased the number of
directors to six and elected three new members resulting in the following Board:
Ralph H. Eckler, Joseph Yossifon, Donald A. Wojnowski, Jr., Gary R. Smith,
Richard Bumgarden, and Robert J. Abrahams. Also, the terms of the merger
agreement provide that the six members of the Board may appoint a seventh
member. The Company expects to submit to its shareholders for approval
proposals authorizing an increase in Class A Shares in order to have a
sufficient number of shares available for future financings and conversion of
outstanding Class B Shares, and to change the name of the Company to Smart
Choice Holdings, Inc., or similar name.
The shares acquired by Mr. Eckler, directly and beneficially, were acquired
and are being held as an investment. Mr. Eckler intends to review on a
continuing basis his investment in the Company and may, depending on his
evaluation of the Company's business and prospects and upon future developments,
determine to increase or decrease, or continue to hold as an investment or
dispose of, his investment in the Company.
Except as described above, Mr. Eckler 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 Company or the disposition of 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
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Page 5 of 6 Pages
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 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 COMPANY
(a) Mr. Eckler may be deemed to beneficially own 1,556,000 shares of Class
A Common Stock, representing approximately 17.8% of the Company's Class A Common
stock on an as converted basis. These shares include: (a) 1,150,750 Class A
shares issuable upon conversion of 575,375 shares of Class B Common Stock owned
of record by Mr. Eckler; (b) 30,250 Class A shares owned of record by Mr.
Eckler; (c) 150,000 Class A shares issuable to Mr. Eckler pursuant to currently
exercisable stock options; (d) 20,000 Class A shares issuable to Mr. Eckler
pursuant to currently exercisable stock options; (e) 5,000 Class A Shares
issuable upon exercise of a warrant; and (f) 200,000 Class A shares issuable to
Mr. Eckler and two other individuals who hold the option as joint tenants.
(b) Mr. Eckler is deemed to have sole voting and dispositive power with
regard to 1,356,000 Class A shares beneficially owned by him. Mr. Eckler is
deemed to share voting and dispositive power with Gerald C. Parker and Thomas
E. Conlan with respect to 200,000 Class A shares which are issuable pursuant
to a currently exercisable stock option which they hold as joint tenants.
Mr. Parker is a financial consultant and President of St. James Capital
located at 101 Phillippe Parkway, Suite 300, Safety Harbor, FL 34695. Mr.
Conlan is Director of Special Projects for Smart Choice and whose business
address is 5200 S. Washington Avenue, Titusville, Florida 32780. During the
last five years, neither Messrs. Parker nor Conlan has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither Messrs. Parker nor Conlan was 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. Messrs. Conlan and
Parker are citizens of the United States.
(c) From December 1, 1996 to the date of this report, transactions in the
Company's securities by Mr. Eckler, beneficially or otherwise, are as follows:
(i) Receipt of 80,000 Class B shares (convertible into 160,000
Class A shares on a 2 for 1 basis), in connection with the Merger which closed
on January 28, 1997. Mr. Eckler received the shares in exchange for assigning
an option for 200,000 Class A Shares of Smart Choice (which option was
subsequently canceled), terminating his existing employment with the Company and
entering into a new employment agreement.
(ii) Receipt of a stock option for 150,000 Class A shares on
January 28, 1997 pursuant to the Merger, which options are currently exercisable
until January 28, 2002, 100,000 shares at $8.75 per share, and 50,000 shares at
$10.00 per share.
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Page 6 of 6 Pages
(iii) Acquisition of an option for 200,000 Class A shares from
Argent Securities, Inc., the Company's underwriter, on January 10, 1997, at a
purchase price of $500,000, evidenced by a promissory note which is due and
payable on August 7, 1997. This option was purchased by Mr. Eckler, Thomas E.
Conlan and Gerald C. Parker as joint tenants.
(d) Mr. Eckler, Mr. Conlan and Mr. Parker jointly hold a currently
exercisable option for 200,000 Class A shares (described above), and thus are
deemed to share the right to receive and the power to direct dividends from, or
the proceeds from the sale of such securities.
(e) Not applicable.
ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.
Except as described above, there are no contracts, arrangements,
understandings, or relationships with respect to the securities to which Mr.
Eckler is a party or subject.
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.
Dated: February 6, 1997.
/s/ Ralph H. Eckler
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Ralph H. Eckler
