SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(A)
AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
Symetrics Industries, Inc.
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(Name of Issuer)
Common Stock, par value $.25 per share
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(Title of Class of Securities)
8715211
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(CUSIP Number)
Aloysius T. Lawn, IV
General Counsel and Secretary
Tel-Save Holdings, Inc.
6805 Route 202
New Hope, PA 18938
(215) 862-1500
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(Name, Address, and Telephone Number of Person Authorized To
Receive Notices and Communications)
December 8, 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 [ ].
(Continued on following pages)
<PAGE>
CUSIP No. 8715211
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1) NAME OF REPORTING PERSONS Tel-Save Holdings, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 23-2827736
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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 WC
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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7) SOLE VOTING POWER 145,000
NUMBER OF ---------------------------------------------------------
SHARES 8) SHARED VOTING POWER 0
BENEFICIALLY ---------------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER 145,000
EACH
REPORTING ---------------------------------------------------------
PERSON WITH 10) SHARED DISPOSITIVE POWER 0
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 145,000
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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) 8.9%
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14) TYPE OF REPORTING PERSON HC
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Statement") relates to shares of
common stock, par value $.25 per share (the "Issuer Common Stock"), of Symetrics
Industries, Inc., a Florida corporation (the "Issuer"), whose principal
executive offices are located at 1615 West NASA Boulevard, Melbourne, Florida,
32901.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Tel-Save Holdings, Inc. (the "Reporting
Person"), a Delaware corporation. The Reporting Person provides long distance
services primarily to small and medium-sized businesses located throughout the
United States. The principal business and the principal executive offices of the
Reporting Person are located at 6805 Route 202, New Hope, Pennsylvania 18938.
The executive officers of the Reporting Person, as of the date hereof, are
as follows:
<TABLE>
<CAPTION>
Name Business Address Office
- ---- ---------------- ------
<S> <C> <C>
Daniel Borislow Tel-Save Holdings, Inc. Chief Executive
6805 Route 202 Officer
New Hope, PA 18938
Gary W. McCulla Tel-Save Holdings, Inc. President and
6805 Route 202 Director of Sales
New Hope, PA 18938 and Marketing
Emanuel J. DeMaio Tel-Save Holdings, Inc. Chief Operations
6805 Route 202 Officer
New Hope, PA 18938
George P. Farley Tel-Save Holdings, Inc. Chief Financial
6805 Route 202 Officer and
New Hope, PA 18938 Treasurer
Edward B. Meyercord, III Tel-Save Holdings, Inc. Executive Vice
6805 Route 202 President, Marketing
New Hope, PA 18938 and Corporate
Development
Mary Kennon Tel-Save Holdings, Inc. Director of Customer
6805 Route 202 Care and Human
New Hope, PA 18938 Resources
Aloysius T. Lawn, IV Tel-Save Holdings, Inc. General Counsel and
6805 Route 202 Secretary
New Hope, PA 18938
Kevin R. Kelly Tel-Save Holdings, Inc. Controller
6805 Route 202
New Hope. PA 18938
</TABLE>
The directors of the Reporting Person, as of the date hereof, are as
follows:
<TABLE>
<CAPTION>
Name and Principal
Business of Employer;
Name Principal Occupation Address
- ---- -------------------- ---------------------
<S> <C> <C>
Daniel Borislow Chief Executive Officer Tel-Save Holdings, Inc.
of Tel-Save Holdings, Inc. 6805 Route 202
New Hope, PA 18938
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Gary W. McCulla President and Director of Tel-Save Holdings, Inc.
Sales and Marketing of 6805 Route 202
Tel-Save Holdings, Inc. New Hope, Pennsylvania 18938
Emanuel J. DeMaio Chief Operations Officer Tel-Save Holdings, Inc.
of Tel-Save Holdings, Inc. 6805 Route 202
New Hope, Pennsylvania 18938
George Farley Chief Financial Officer Tel-Save Holdings, Inc.
and Treasurer of 6805 Route 202
Tel-Save Holdings, Inc. New Hope, PA 18938
Harold First Consultant 345 Park Avenue, 35th Floor
New York, NY 10154
Ronald R. Thoma Executive Vice President Crown Cork and Seal
of Crown Cork and Seal Company, Inc. (a manu-
Company, Inc. facturer of packaging
products)
9300 Ashton Road
Philadelphia, PA 19136
</TABLE>
Each person named above as an executive officer or director of the
Reporting Person is a citizen of the United States.
During the five years prior to the date hereof, neither the Reporting
Person nor any of its executive officers and directors has been:
(i) convicted in a criminal proceeding; or
(ii) the subject of 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Cash derived from the Reporting Person's general corporate funds has been
used to finance the transactions reported in this Statement.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person made the purchases referred to in Item 5 in
anticipation of a possible acquisition of control of the Issuer. On December 18,
1997, the Reporting Person and the Issuer agreed to enter into an Agreement and
Plan of Merger (the "Merger Agreement") pursuant to which a wholly-owned
subsidiary of the Reporting Person will make a tender offer (the "Offer") for
all of the outstanding shares of common stock, par value $0.25 per share, of the
Issuer at a price of $15.00 in cash per share followed by a merger of the
Reporting Persons's wholly-owned subsidiary with and into the Issuer. In
connection therewith, the Issuer has agreed to grant to the Reporting Person an
option (the "Option") to purchase from the Issuer, at a price of $15.00 per
share, a number of shares of common stock of the Issuer equal to 19.9% of the
aggregate number of shares of common stock of the Issuer outstanding after
giving effect to the exercise of the Option. The Option is exercisable within
one year of its grant in the event of a Grant Event, as defined in the Merger
Agreement. In addition, certain officers and directors of the Issuer (who in the
aggregate own approximately 20% of the outstanding common stock of the Issuer)
have agreed to enter into Tender and Option Agreements with the Reporting Person
in which they agree to tender their shares of common stock of the Issuer
pursuant to the Offer and to grant to the Reporting Person an option to purchase
any shares of the Issuer that they own.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Reporting Person is deemed to own
beneficially
<PAGE>
145,000 shares, or approximately 8.9%, of the 1,627,713 shares of Issuer Common
Stock issued and outstanding as of October 31, 1997, according to Issuer's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997.
No person named in Item 2 as an executive officer or director of the
Reporting Person beneficially owns any shares of Issuer Common Stock.
(b) The Reporting Person has the sole power to vote and the sole power to
dispose of the 145,000 shares of Issuer Common Stock that the Reporting Person
beneficially owns as of the date hereof.
(c) Between December 2, 1997 and December 8, 1997, the Reporting Person
acquired through brokers 145,000 shares of Issuer Common Stock in open market
transactions at an average price of $8.71 per share.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The Reporting Person and the Issuer have agreed to enter into an Agreement
and Plan of Merger and a Stock Option Agreement, both of which are described in
Item 4. In addition, the Reporting Person and certain officers and directors of
the Issuer (who in the aggregate own approximately 20% of the outstanding common
stock of the Issuer), have agreed to enter into Tender and Option Agreements,
which are described in Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1.* Agreement and Plan of Merger, dated as of December 18, 1997, by and among
Tel-Save Holdings, Inc., TSHCo., Inc. and Symetrics Industries, Inc.
2.* Stock Option Agreement, dated as of December 18, 1997, by and between
Tel-Save Holdings, Inc. and Symetrics Industries, Inc.
3.* Form of Tender and Option Agreements, dated as of December 18, 1997, by and
between Tel-Save Holdings, Inc. and Jane J. Beach, Earl J. Claire, Dudley
E. Garner, Jr., Michael E. Terry, Edwin H. Eichler, Donald W. Ingram,
Michael D. Jensen, D. Mitchell Garner, Robert A. Lyons, W. Campbell McKegg,
Richard E. Nichols, Jerry Sinclair, and Anton Szpendyk.
* To be filed by amendment.
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.
TEL-SAVE HOLDINGS, INC.
By:/s/ Aloysius T. Lawn, IV
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Aloysius T. Lawn, IV
General Counsel and
Secretary
Date: December 18, 1997
