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0000893220-08-000493.txt : 20080221 0000893220-08-000493.hdr.sgml : 20080221 20080221171852 ACCESSION NUMBER: 0000893220-08-000493 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080221 DATE AS OF CHANGE: 20080221 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENVIRONMENTAL TECTONICS CORP CENTRAL INDEX KEY: 0000033113 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 231714256 STATE OF INCORPORATION: PA FISCAL YEAR END: 0225 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18312 FILM NUMBER: 08633754 BUSINESS ADDRESS: STREET 1: COUNTY LINE INDUSTRIAL PARK CITY: SOUTHAMPTON STATE: PA ZIP: 18966 BUSINESS PHONE: 2153559100 MAIL ADDRESS: STREET 1: COUNTYLINE INDUSTRIAL PARK CITY: SOUTHAMPTON STATE: PA ZIP: 18966 FORMER COMPANY: FORMER CONFORMED NAME: ENVIRONMENTAL TECHNOLOGY CORP DATE OF NAME CHANGE: 19730208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lenfest Harold Fitzgerald CENTRAL INDEX KEY: 0001317785 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 610-940-0815 MAIL ADDRESS: STREET 1: 300 BARR HARBOR DRIVE STREET 2: SUITE 460 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 SC 13D/A 1 w50211sc13dza.htm SCHEDULE 13D/A sc13dza


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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. 6 )*

Environmental Tectonics Corporation

(Name of Issuer)

Common Stock, $0.05 Par Value Per Share

(Title of Class of Securities)

294092 10 1

(CUSIP Number)

Joy Tartar
The Lenfest Group, LLC
300 Barr Harbor Drive
Suite 460
West Conshohocken, PA 19428
(610) 940-0910

with copy to:

Justin W. Chairman
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
(215) 963-5061

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

February 21, 2008

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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).

(Page 1 of 7 Pages)


CUSIP NO. 294092 10 1		SCHEDULE 13D		Page 2 of 6 Pages

NAMES OF REPORTING PERSONS

H.F. Lenfest

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

48.7%⁽¹⁾

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

48.7%⁽¹⁾

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

48.7%⁽¹⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

48.7%⁽²⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) This amount includes (a) 1,818,182 shares of common stock issuable upon conversion of the 10.0% Senior Subordinated Convertible Note purchased by H.F. Lenfest on February 18, 2003, (b) 606,060 shares of common stock issuable upon conversion of the Series B Convertible Preferred Stock purchased by H.F. Lenfest on April 6, 2006, (c) 449,101 shares of common stock issuable upon conversion of the Series B Cumulative Convertible Preferred Stock purchased by H.F. Lenfest on July 31, 2006, and 1,089,108 shares of common stock issuable upon conversion of the Series C Cumulative Convertible Participating Preferred Stock purchased by H. F. Lenfest on August 23, 2007.

(2) This figure is based upon (a) 9,034,181 shares of common stock issued and outstanding as of February 15, 2008, plus (b) the shares of common stock issuable upon conversion of the derivative securities set forth in footnote (1) above.


CUSIP NO. 294092 10 1		SCHEDULE 13D		Page 3 of 6 Pages


Item 1.		Security and Issuer.

H.F. Lenfest’s Amendment No. 6 to Schedule 13D relates to a non-binding proposal by an affiliate of Mr. Lenfest to purchase all of the publicly traded shares of the common stock of Environmental Tectonics Corporation (the “Company”), $0.05 par value per share, not owned by such affiliate at the time the acquisition is consummated (the “Potential Transaction”). The Company’s principle executive office is located at County Line Industrial Park, Southampton, PA 18966.


Item 2.		Identity and Background.

(a)-(c) Mr. Lenfest is filing this Amendment No. 6 to Schedule 13D as an individual (the “Reporting Person”). The Reporting Person is President and Chief Executive Officer of the Lenfest Group, LLC, located at 300 Barr Harbor Drive, Suite 460, West Conshohocken, PA 19428.

(d) During the past five years, the Reporting Person has not been convicted in a criminal proceeding.

(e) During the past five years, the Reporting Person has not 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) The Reporting Person is a citizen of the United States.


Item 3.		Source and Amount of Funds or Other Consideration.

The Potential Transaction, if consummated, is expected to be funded using the Reporting Person’s personal funds.


CUSIP NO. 294092 10 1		SCHEDULE 13D		Page 4 of 6 Pages


Item 4.		Purpose of Transaction.

All securities of the Reporting Person currently owned by the Reporting Person were acquired by the Reporting Person as an investment. The Reporting Person believes that the Proposed Transaction, if it were to be consummated, would be a transaction of the type identified in clause (b) of Item 4 of Schedule 13D. Other than with respect to the Proposed Transaction, the Reporting Person has not committed to any plan or proposal of the types referred to in clauses (a) through (j) of Item 4 of Schedule 13D, except as set forth below, each of which was previously disclosed in the Reporting Person’s Schedule 13D:

(a) Under the terms of the Convertible Note and Warrant Purchase Agreement by and between the Company and the Reporting Person dated as of February 18, 2003 (the “Convertible Note and Warrant Purchase Agreement”), as long as the Reporting Person or any of his affiliates beneficially own five percent (5%) of the outstanding shares of common stock, calculated on a fully-diluted basis, the Company agrees to nominate for election to its Board of Directors the Reporting Person or a designee of the Reporting Person to serve in such capacity, and the Company agrees to use its best efforts to procure the election and reelection to the Board of Directors of the Reporting Person or his designee.

(b) Upon each conversion of the Note (as defined in the Convertible Note and Warrant Purchase Agreement) or upon the grant by the Company of any of the 568,386 available but unissued stock options under the issuer’s stock option plan, the Company agrees to issue additional warrants entitling the Reporting Person to purchase shares of common stock equal to ten percent (10%) of the shares of common stock either issued upon such conversion of the Note or issuable upon the exercise of such stock options. The exercise price and other terms and conditions of these additional warrants shall be the same as may then apply to the original warrant.

(c) The Note bears interest on the outstanding principal amount at an annual rate equal to ten percent (10%) (which interest rate was reduced to 8% on a temporary basis for the period December 1, 2004 through November 30, 2007). The Note permits the Company to defer its quarterly payments of interest, which, upon deferral, will be added to the principal and accrue interest thereon (starting with the interest payment due on December 1, 2006, Mr. Lenfest agreed to defer payment of interest until February 18, 2009 or until such time as the Company receives a written demand notice from Mr. Lenfest; Mr. Lenfest also agreed to waive paying interest on deferred interest payments). At any time, or from time to time, the Reporting Person may convert all or a portion of the then outstanding principal balance of, and accrued and unpaid interest on, the Note into shares of common stock at a conversion price of $6.05 per share.


Item 5.		Interest in Securities of the Issuer.

(a) The Reporting Person beneficially owns 6,332,900 shares of common stock, which constitutes 48.7% of the aggregate of the common stock outstanding (9,034,181 shares of common stock issued and outstanding as of February 15, 2008) and the shares of common stock issuable upon conversion of (i) the 10.0% Senior Subordinated Convertible Note purchased by the Reporting Person on February 18, 2003 (1,818,182 shares of common stock), (ii) the Series B Convertible Preferred Stock purchased by the Reporting Person on April 6, 2006 (606,060 shares


CUSIP NO. 294092 10 1		SCHEDULE 13D		Page 5 of 6 Pages

of common stock), (iii) the Series B Convertible Participating Preferred Stock purchased by the Reporting Person on July 31, 2006 (449,101 shares of common stock), and (iv) the Series C Cumulative Convertible Preferred Stock purchased by the Reporting Person on August 23, 2007 (1,089,108 shares of common stock).

(b) The Reporting Person has the sole voting power and power to dispose of 6,332,900 shares of common stock.

(c) In the past 60 days or since the most recent filing on Schedule 13D by the Reporting Person, the Reporting Person effected the following transactions:

Not applicable.

(d) Not applicable.

(e) Not applicable.


Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as set forth in (i) the Reporting Person’s Schedule 13D dated February 18, 2003, (ii) the Reporting Person’s Amendment No. 1 to Schedule 13D filed on February 22, 2005, (iii) the Reporting Person’s Amendment No. 2 to Schedule 13D filed on April 25, 2006, (iv) the Reporting Person’s Amendment No. 3 to Schedule 13 D filed on August 17, 2006, (v) the Reporting Person’s Amendment No. 4 to Schedule 13D filed on July 13, 2007, and (vi) the Reporting Person’s Amendment No. 5 to Schedule 13D filed on September 19, 2007, (vii) the exhibits attached thereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person, any other person or the Company with respect to any securities of the Company, including but not limited to transfer or voting of any securities of the Company, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.


Item 7.		Material to be Filed as Exhibits.

The following documents are filed as exhibits to this Amendment No. 6 to Schedule 13D:

1. Non-Binding Indication of Interest, dated February 20, 2008, with respect to the Proposed Transaction.


CUSIP NO. 294092 10 1		SCHEDULE 13D		Page 6 of 6 Pages

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.



	/s/ H.F. Lenfest
	H.F. Lenfest
	Reporting Person

Date: February 21, 2008

EX-99.1 2 w50211exv99w1.htm NON-BINDING INDICATION OF INTEREST WITH RESPECT TO THE PROPOSED TRANSACTION exv99w1

HFLen Acquisition Company, LLC
Five Tower Bridge, Suite 460
300 Barr Harbor Drive
West Conshohocken, PA 19428

February 20, 2008

Mr. Howard W. Kelley
Chairman, Transaction Committee of the Board of Directors
Environmental Tectonics Corporation
County Line Industrial Park
Southampton, Pennsylvania 18966


Re:		Environmental Tectonics Corporation (the “Company”)

Dear Howard:

As we have briefly discussed, HFLen Acquisition Company, LLC (“HFLen”), which is currently wholly owned by H. F. Lenfest, is pleased to express our preliminary interest in pursuing the acquisition of all of the outstanding shares of the Company’s common stock, $0.05 par value per share, that at the time the acquisition is consummated are not owned by HFLen (the “Public Shares”). Based on a preliminary review, we are prepared to offer a purchase price of $1.80 per Public Share, which represents a 20% premium to the market price for the Public Shares as of today’s market close. The structure of such a transaction would need to be determined, but it would likely involve a merger between an affiliate of HFLen and the Company.

This is an indication of interest only, as we have not yet had the opportunity to complete a full review of the Company. Of course, we would expect to complete a review of the Company’s business, assets and liabilities before committing HFLen to the transaction.

We expect that from the date of the Company’s execution of this letter through the earlier of (i) the execution of a definitive agreement and (ii) the expiration of thirty (30) days, neither the Company nor any of its affiliates nor any of its or their respective officers, employees, directors, agents or other representatives will (a) solicit, initiate, encourage or accept any other inquiries, proposals or offers from any Person (as defined below) relating to any acquisition, merger or purchase of all or any portion of the Company (any such transaction being referred to herein as a “Business Combination”) or (b) participate in any discussions, conversations, negotiations or other communications with any other Person regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to effect a Business Combination. Finally, the Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any Business Combination. As used in herein, “Person” means

Environmental Tectonics Corporation
February 20, 2008
Page 2

any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

This preliminary indication of interest does not, nor is it intended to, constitute an agreement in principle or a legally binding contract, except that the provisions in the third and fourth paragraphs of this letter shall be binding on the parties hereto.

We thank you for your consideration of this letter. If you feel that this preliminary indication of interest forms the basis for further discussion and if you agree to the exclusivity provisions set forth above, please indicate by signing below and returning a copy to me. We look forward to hearing from you in a timely manner.

Sincerely,

HFLen Acquisition Company, LLC

/s/ Joy H. Tartar
Joy H. Tartar
Vice President

Acknowledged and Agreed:

ENVIRONMENTAL TECTONICS CORPORATION


By:
		Howard W. Kelley
		Chairman, Transaction Committee of the Board of Directors

Date: