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OMB APPROVAL
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OMB Number: 3235-0145
UNITED STATES Expires: October 31, 1994
SECURITIES AND EXCHANGE COMMISSION Estimated average burden
WASHINGTON, D.C. 20549 hours per form......14.90
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._____________)*
Glas-Aire Industries Group Ltd.
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(Name of Issuer)
Voting Common Stock, $0.01 par value
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(Title of Class of Securities)
758847107
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(CUSIP Number)
James F. Koehler
Gallagher, Sharp, Fulton & Norman
1501 Euclid Ave., 7th Fl., Cleveland, OH 44115, 216-241-5310
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 16, 1999
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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 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.
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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).
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SCHEDULE 13D
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CUSIP No. 758847107 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Regency Affiliates, Inc. 72-0888772
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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*
AF
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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
Delaware
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7 SOLE VOTING POWER
NUMBER OF
516,915
SHARES -------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 516,915
PERSON -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
516,915
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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)
35.7%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 OF 9
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
This original Schedule 13D statement (the "Schedule") is filed on
behalf of Regency Affiliates, Inc. ("Regency") and its wholly-owned subsidiary,
Speed.com, Inc. ("Speed.com") as the reporting persons hereunder, relative to
the acquisition by Speed.com of certain common and preferred stock issued by
Glas-Aire Industries Group Ltd. Neither Regency nor Speed.com has made any
previous filings on Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
This Schedule relates to the voting common stock, $0.01 par value, of
Glas-Aire Industries Group Ltd. ("Glas-Aire"). Glas-Aire maintains its principal
executive offices at 3137 Grandview Highway, Vancouver, BC V5M 2E9.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule is being filed by Regency Affiliates, Inc. and its
wholly-owned subsidiary, Speed.com, Inc., both Delaware corporations. Speed.com
was organized in connection with the closing on April 16, 1999 of a Contract for
the Purchase and Sale of Securities dated April 14, 1999 between William R.
Ponsoldt, as agent for Speed.com, and Edward Ting (the "Stock Purchase
Agreement"). Speed.com was formed by Statesman Group, Inc., a controlling
shareholder of Regency, for the purpose of acquiring and holding the securities
acquired pursuant to the Stock Purchase Agreement, and otherwise. Statesman is
an international business corporation organized under the laws of the Bahamas.
Statesman's principal business is the making of investments in the United
States and elsewhere. Speed.com is currently a holding company for the
securities acquired. Effective April 23, 1999, all of the issued and
outstanding shares of Speed.com were acquired by Regency Affiliates, Inc., a
reporting company under the Securities Exchange Act of 1934. The principal
business and principal offices of both Speed.com and Regency are located at
729 South Federal Highway, Suite 307, Stuart, Florida 34994 (telephone:
561-220-7662).
Pursuant to General Instruction C of Schedule 13D, the executive
officers and directors of Speed.com, and the person controlling Speed.com
(collectively the "Instruction C Persons") and the information specified in
items (a) through (f) of Item 2 with respect to each Instruction C Person, are
as follows:
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Name Position w/ Business Name of Nature of Citzenship
Regency Address Employer Business
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<S> <C> <C> <C> <C> <C>
William R. Ponsoldt, Sr. President, CEO, 729 South Federal Hwy. Regency Diversified U.S.
Chairman and a Suite 307 Affiliates, Inc. Company
Director Stuart, Florida 34994
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Stephanie Carey Director West Bay Street Bradley Investment Bahamas
P.O. Box CB10985 Management Manager
Nassau, Bahamas (Bahamas) Ltd.
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Martin J. Craffey Director 58 Mainsail Drive Self-Employed Real Estate U.S.
Patchogue, New York 11772 Broker
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Larry J. Horbach Director 1869 South 120th Street Gateway Energy Oil and Gas U.S.
Omaha, Nebraska 68144 Corp.
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William R. Ponsoldt, Jr. Director 770 S.W. Lighthouse Dr. Warner, Fox, et Legal Profess. U.S.
Palm City, Florida 34990 al., attorneys Assn.
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Pamlyn Kelly, Ph.D. Director 10 Winged Foot Drive Human Resource Psychological U.S.
Novato, California 94949 Concepts Practice
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Fredric R. Lowe Director 1345 Avenue of the Americas Smith, Barney Investments U.S.
21st Floor
New York, New York 10105
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Douglas F. Long Chief Financial 13377 S. Indian River Drive Regency Diversified U.S.
Officer Jensen Beach, FL 34957 Affiliates, Inc. Company
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Eunice M. Antosh Secretary 802 County Road "N" Regency Diversified U.S.
Yutan, Nebraska 68073 Affiliates, Inc. Company
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Name Position w/ Business Name of Nature of Citzenship
Speed.Com, Inc. Address Employer Business
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<S> <C> <C> <C> <C> <C>
William R. Ponsoldt, Sr. President and 729 South Federal Hwy. Regency Diversified U.S.
Director Suite 307 Affiliates, Inc. Company
Stuart, Florida 34994
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Jacqueline Teske Secretary 729 South Federal Hwy. Regency Diversified U.S.
Suite 307 Affiliates, Inc. Company
Stuart, Florida 34994
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Regency Affiliates, Inc. is the sole shareholder and controlling person
of Speed.com. Regency has the sole right to control the disposition of and vote
the Glas-Aire securities acquired by Speed.com.
During the last five (5) years, neither Speed.com nor any Instruction C
Person has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) nor has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction or become 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
At the closing of the Stock Purchase Agreement on April 16, 1999,
513,915 shares of Glas-Aire's $0.01 par value common stock were delivered to
Speed.com. The consideration exchanged for the securities of Glas-Aire was cash
in the amount of $1,213,000 and a promissory note in the amount of $650,000, due
January 1, 2000 and carrying interest at the rate of 7.5% per annum, secured by
a pledge of 200,000 shares of Glas-Aire $0.01 par value common stock. A copy of
the Stock Purchase Agreement between Speed.com and Mr. Ting is filed herewith as
Exhibit A. The cash in the amount of $1,213,000 was borrowed from National Trust
Company, an affiliate of Statesman Group, Inc., on an unsecured basis, and is
due on demand.
ITEM 4. PURPOSE OF TRANSACTION.
The transaction described herein was undertaken for the purpose of
acquiring control of Glas-Aire as provided for in the Stock Purchase Agreement.
Pursuant to the instructions for items (a) through (j) of Item 4,
Speed.com has plans as follows:
(a) As set forth in Item 3 of this Schedule, Speed.com has
acquired 516,915 shares of Glas-Aire's $.01 p.v. common stock. As set
forth in Item 2 of this Schedule, all of the issued and outstanding
shares of Speed.com were acquired by Regency Affiliates, Inc. as of
April 22, 1999. Regency and Speed.com are considering the acquisition
of additional securities of Glas-Aire, the issuer, but have no present
plans or proposals to do so.
(b) Regency and Speed.com are considering, but have no present
plans or proposals to merge Speed.com with or into Glas-Aire, or effect
a liquidation or reorganization of Glas-Aire or any of its
subsidiaries. Regency and Speed.com are considering, but have no
present plans or proposals to cause Glas-Aire to enter into
extraordinary corporate transactions such as mergers in order to effect
the acquisition of operating companies of Glas-Aire.
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(c) Regency and Speed.com may consider, but have no present
plans or proposals to cause a sale or transfer of a material amount of
assets of Glas-Aire or any of its subsidiaries.
(d) Speed.com plans to exercise its voting rights to control
and elect a majority of the members of Glas-Aire's Board of Directors.
On April 16, 1999, Speed.com designated two (2) persons to fill
vacancies on the seven (7) member Board of Directors of Glas-Aire.
Speed.com appointed William R. Ponsoldt, Sr. and Marc Baldinger to
fill the vacancies until their successors are duly elected and
qualified. Speed.com plans and intends on naming three (3) additional
directors to fill vacancies on the seven (7) member Board of Directors
of Glas-Aire.
(e) Regency and Speed.com may consider, but have no present
plans or proposals to cause a material change in the capitalization
Glas-Aire. Regency and Speed.com intend to alter the dividend policy
of Glas-Aire by exerting their influence against the declaration and
payment of dividends.
(f) Regency and Speed.com may consider, but have no present
plans or proposals to make any other material change to the business or
corporate structure of Glas-Aire.
(g) Regency and Speed.com may consider, but have no present
plans or proposals to change Glas-Aire's charter, bylaws or instruments
corresponding thereto or to take other actions that impede the
acquisition of control of Glas-Aire by any person.
(h) Regency and Speed.com may consider, but have no present
plans or proposals for causing the common stock of Glas-Aire to be
delisted from NASDAQ.
(i) Regency and Speed.com may consider, but have no present
plans or proposals relating to a class of securities of Glas-Aire
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934.
(j) Except as set forth above, neither Speed.com nor any
Instruction C Person has any present plans or proposals to take any
action similar to any of those enumerated in (a) through (i) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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(a) As of the close of business on April 16, 1999, Speed.com
beneficially owned 516,915 shares (or approximately 35.7% of the
outstanding shares) of Glas-Aire's $0.01 par value common stock as
follows:
Holder Number of Shares
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Speed.com, Inc. 516,915
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Total 516,915
(b) No Instruction C Person owns any common or preferred
shares of Glas-Aire. Regency and Speed.com have sole power to vote or
to direct the voting of, and the sole power to dispose or to direct the
disposition of, the 516,915 common shares of Glas-Aire held by
Speed.com.
(c) As of April 16, 1999, and within the sixty day period
prior thereto, to the best knowledge and belief of the undersigned, no
transactions involving Glas-Aire equity securities had been engaged in
by Regency or Speed.com, by their directors, officers, controlling
persons, affiliates or subsidiaries, or by any associates of said
parties, nor do any of said parties have any right to acquire such
securities, except that on April 14, 1999 Speed.com purchased 2,000
shares of Glas-Aire common stock and on April 16, 1999 Speed.com
purchased an additional 1,000 shares, both on the open market.
(d) To the best knowledge and belief of the undersigned, no
person other than Speed.com and Regency has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, such securities.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
No contracts, arrangements, understandings or relationships among the
persons named in Item 2 exist with respect to securities of the issuer, except
that Craig Grossman became entitled to a finder's fee equal to $37,260, plus
15,000 shares of the common stock of Glas-Aire, and Mr. Grossman also entered
into an understanding to negotiate and execute a Consulting Agreement
specifying compensation of $40,000 per year for a minimum term of one year, and
upon other terms yet to be negotiated, and the parties to the Stock Purchase
Agreement entered into the pledge described in Item 3 of this Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Contract for the Purchase and Sale of Securities
dated April 14, 1999 between William R. Ponsoldt, as
agent for Speed.com, and Edward Ting.
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SIGNATURE
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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.
Regency Affiliates, Inc.
April 26, 1999 /s/ William R. Ponsoldt, Pres.
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Date Signature
Speed.com, Inc.
April 26, 1999 /s/ William R. Ponsoldt, Pres.
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Date Signature
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Exhibit A
CONTRACT FOR THE PURCHASE AND SALE OF SECURITIES
SELLER: Edward Ting and other individuals or entities under Mr. Ting's control.
BUYER: William R. Ponsoldt or his assigns.
NUMBER OF SHARES: 513,915 Common Stock (the "Shares") of Glas Aire Industries
Group Ltd. (the "Company").
PURCHASE PRICE: $1,863,000
Terms:
1. $650,000 Note due January 1, 2000 @ 7.5% interest. Principal and
interest due on due date.
2. Cash of $1,213,000 upon closing.
3. Closing date no later than April 22, 1999
4. Faxcimile signatures are acceptable to both the Buyer and the Seller.
Buyers' conditions:
1. Shares are unregistered, freely transferable in a private transaction
and are not encumbered in any way.
2. Dividends payable by the Company will accrue to the Buyer.
3. Seller will cause the board of directors to be reconstituted to include
seven (7) board members and nominate new members as directed by Buyer
concurrent with closing.
4. Closing contingent on Buyer's review and approval of the business the
Company in all respects with such due diligence conducted before
April 20, 1999.
Sellers' conditions:
1. Note to be colateralized by 212,331 (one certificate) Shares and held in
escrow for the benefit of Seller.
2. $100,000 cash be deposited in Sellers' account as a good faith deposit.
Deposit will be immediately returned if purchase and sale is not
consummated by the closing date.
Agreed and Accepted by:
/s/ Edward Ting 4-14-1999
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Edward Ting, Seller Date
/s/ William R. Ponsoldt Agent 4-14-99
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William R. Ponsoldt, Buyer Date
