-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QBqrk56t0OzoPJ3EUYsajDlPiyXJ/o5qd8IKuvyPspVIudh9gibG9u19ITpzYRmZ DcxewvXdLSSJ6iLMFomCzQ== 0001140361-08-019640.txt : 20080818 0001140361-08-019640.hdr.sgml : 20080818 20080818104742 ACCESSION NUMBER: 0001140361-08-019640 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080818 DATE AS OF CHANGE: 20080818 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RELIABILITY INC CENTRAL INDEX KEY: 0000034285 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 750868913 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-11900 FILM NUMBER: 081024251 BUSINESS ADDRESS: STREET 1: 16400 PARK ROW STREET 2: P O BOX 218370 CITY: HOUSTON STATE: TX ZIP: 77218-8370 BUSINESS PHONE: 281-492-0550 FORMER COMPANY: FORMER CONFORMED NAME: FAIRLANE INDUSTRIES INC DATE OF NAME CHANGE: 19800519 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOTTLIEB JAY CENTRAL INDEX KEY: 0001218021 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 27 MISTY BROOK LANE CITY: NEW FAIRFIELD STATE: CT ZIP: 06812 SC 13D 1 doc1.htm Schedule 13D

United States
Securities and Exchange Commission
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. n/a )*

OMB Number
3235-0145
RELIABILITY INC
(Name of Issuer)
Common Shares
(Title of Class of Securities)
759903107
(CUSIP Number)
Jay Gottlieb
27 Misty Brook Lane
New Fairfield,  CT  06812
914-275-6290
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August  18,  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. √

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).

CUSIP No.

  1. Names of Reporting Persons.
    I.R.S. Identification Nos. of above persons (entities only).

    GOTTLIEB JAY

  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    1.   
    2.   
  3. SEC Use Only
  4. Source of Funds (See Instructions)

    PF

  5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)    
  6. Citizenship or Place of Organization

    US

Number of Shares Beneficially Owned by Each Reporting Person With:

  1. Sole Voting Power

    951,220 Shares

  2. Shared Voting Power

    0

  3. Sole Dispositive Power

    951,220 Shares

  4. Shared Dispositive Power

    0

  1. Aggregate Amount Beneficially Owned by Each Reporting Person

    951,220 Shares

  2. Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions)    
  3. Percent of Class Represented by Amount in Row 11

    15.0%

  4. Type of Reporting Person (See Instructions)

    BD

Footnotes:

Letter to management attached as exhibit

Item 1. Security and Issuer

State the title of the class of equity securities to which this statement relates and the name and address of the principal executive offices of the issuer of such securities.
Common Shares
Reliability Inc.
Post Office Box 218690
Houston, Texas 77218-8690

Item 2. Identity and Background

If the person filing this statement or any person enumerated in Instruction C of this statement is a corporation, general partnership, limited partnership, syndicate or other group of persons, state its name, the state or other place of its organization, its principal business, the address of its principal office and the information required by (d) and (e) of this Item. If the person filing this statement or any person enumerated in Instruction C is a natural person, provide the information specified in (a) through (f) of this Item with respect to such person(s).

  1. Name

    Jay Gottlieb

  2. Residence or Business Address

    27 Misty Brook Lane
    New Fairfield, CT 06812

  3. Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted:

    Private Investor

  4. Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case:

    no

  5. Whether or not, during the last five years, such person 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; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order:

    none

  6. Citizenship

    USA

Item 3. Source and Amount of Funds or Other Consideration

State the source and the amount of funds or other consideration used or to be used in making the purchases, and if any part of the purchase price is or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities, a description of the transaction and the names of the parties thereto. Where material, such information should also be provided with respect to prior acquisitions not previously reported pursuant to this regulation. If the source of all or any part of the funds is a loan made in the ordinary course of business by a bank, as defined in Section 3(a)(6) of the Act, the name of the bank shall not be made available to the public if the person at the time of filing the statement so requests in writing and files such request, naming such bank, with the Secretary of the Commission. If the securities were acquired other than by purchase, describe the method of acquisition
personal savings

Item 4. Purpose of Transaction

State the purpose or purposes of the acquisition of securities of the issuer. Describe any plans or proposals which the reporting persons may have which relate to or would result in:

I acquired the securities of the Issuer for investment purposes and to increase my holdings to more than fifteen percent (15%). To call for special shareholders meeting to replace the board of directors or immediately replace the board. Prevent management from bankrupting the company. See attached exhibit

  1. The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;

    I may from time to time buy or sell the shares of REAL. I will amend this filing as necessary.

  2. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;

    See attached exhibit

  3. A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;

    See attached exhibit

  4. 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;

    See attached exhibit

  5. Any material change in the present capitalization or dividend policy of the issuer;

    Increase authorized shares from 20,000,000 to 300,000,000

  6. Any other material change in the issuer? business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

    See attached exhibit

  7. Changes in the issuer? charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

    See attached exhibit

  8. Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

    None

  9. A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

    None

  10. Any action similar to any of those enumerated above.

Item 5. Interest in Secuirities of the Issuer

  1. State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2. The above mentioned information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of Section 13(d)(3) of the Act;

    951,220 shares

  2. For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared;

    951,220 shares

  3. Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (?40.13d-191), whichever is less, by the persons named in response to paragraph (a).

    Transaction DateShares or Units Purchased (Sold)Price Per Share or Unit
    07/17/08
    07/17/08
    07/18/08
    07/18/08
    07/21/08
    07/30/08
    08/15/08
    		75,000
    150,000
    50,000
    27,000
    5,000
    5,000
    6,000
    		.0705
    .0705
    .075
    .075
    .08
    .0751
    .10
  4. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required.

  5. If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities.

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

Describe any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder? 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, naming the persons with whom such contracts, arrangements, understandings or relationships have been entered into. Include such information for any of the securities that are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities except that disclosure of standard default and similar provisions contained in loan agreements need not be included.
See attached exhibit

Item 7. Material to Be Filed as Exhibits

The following shall be filed as exhibits: copies of written agreements relating to the filing of joint acquisition statements as required by ?40.13d-1(k) and copies of all written agreements, contracts, arrangements, understandings, plans or proposals relating to: (1) the borrowing of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition of issuer control, liquidation, sale of assets, merger, or change in business or corporate structure or any other matter as disclosed in Item 4; and (3) the transfer or voting of the securities, finder? fees, joint ventures, options, puts, calls, guarantees of loans, guarantees against loss or of profit, or the giving or withholding of any proxy as disclosed in Item 6.

Letter to management looking, alternatively, to change board of directors or call for special shareholders meeting to pursue assocoated action plan outlined on attached exhibit

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.

August  18,  2008
Date
Individual Investor
/s/ Jay Gottlieb
Signature
Jay Gottlieb
Individual Investor
Name / Title

Footnotes:

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative? authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

EX-1.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document
 
    Jay Gottlieb
30 Stonygate Oval
New Rochelle, NY 10804
  
 
Mr. Larry Edwards
Reliability Incorporated
P.O. Box 218690
Houston, TX 77218

August 15, 2008

Dear Messrs Edwards, Langford, Uhrhanhas, and Cooke, Jr.:

As of this writing, I beneficially own approximately 15% of the common shares of Reality Corporation (“REAL””).  I am pretty certain I am currently your largest shareholder.  The purpose of this correspondence is to compel the Board of Directors to resign and immediately take the steps necessary to appoint a new slate of Directors, with the following experienced executives, namely:
 
Jay Gottlieb
Michael Pearce
Greggory Schneider
 
If you refuse to do so in a timely manner, then (as a greater than 10% REAL shareholder), I hereby invoke Section 3.2 of REAL’s Bylaws.   Under that provision I have the authority to call—and you have the responsibility--to call a Special Shareholders Meeting.  That notice will contain the following: 

~          The above slate (plus one more individual to be named) to serve as REAL’s Board of Directors
~          Approval of an amendment to REAL’s Certificate of Incorporation, increasing the authorized number of shares of Common Stock from 20,000,000 shares to 300,000,000 shares
~          Steps be taken for an immediate cash infusion
~          Reincorporating the company in the State of Delaware
~          Reducing the number of Board seats from 5 to 3
~          Such other matters as properly be presented at the Special Shareholders Meeting
 
Rather than dwell on the catastrophic historical performance of current management (best-evidenced by REAL’s stunning decline in year-over-year net worth), my aim is to focus on the steps necessary to salvage REAL, maximize shareholder value and implement a new corporate governance standard of best practices.

The lamentable series of events that has dogged REAL must end:
~          Lack of annual shareholder meetings since 2005
~          The expensive and perplexing acquisition of Medallion Electric, Inc. and payment to reverse same
~          Peculiar real estate transactions
~          Odd cash outlays for employment agreement terminations
~          Not apparent that the sitting Board is properly installed, that is been duly elected  
…The list goes on.

Now is the time for a fresh start.  I know interested shareholders, including Messrs. Schneider, Pearce and the undersigned, dwarf the 6% shareholdings of the purported Board of Directors.  In fact, I am confident that like-minded owners, constituting the needed majority, of REAL will vote in favor of the new Board and the related action agenda outlined above. 
 
Very simply, this will happen!  This action agenda is in the best interests of all shareholders, even if it undermines your ability to continue to treat this public company as your personal fiefdom.  I urge you to cooperate in these needed IMMEDIATE actions.  
 
Alternatively, I am prepared to immediately take all available legal steps necessary to implement the above.  Moreover, I am prepared to sue you and fellow Board members personally to recoup the outsized losses caused by the obvious corporate plundering and malfeasance you and the puppet Board have visited upon REAL — I have alerted my counsel to review for possible violations of Sarbanes-Oxley, RICO and knowing/willful (i.e., criminal) standards.
 
I ask that the Board of Directors respond to this letter no later than Wednesday, August  20, 2008.
 
Heed not at your peril!
 
Sincerely,



Jay Gottlieb
914-275-6290

 
 
 

 
Jay A. Gottlieb,  is a private investor in various companies since 1998. He is involved in analysis and investment in undervalued special situations and shell corporations. He presently owns between 5% and 21% of 16 public companies and is a member of the Board of Directors of Golf Trust of America, Inc,(AMEX) and Spatializer Audio Technologies, Inc.(OTC).  From 1992 to 1998 he was the editor of an investment service that analyzed and published extensive data on companies planning initial public offerings. From 1977 to 1991, Mr. Gottlieb was the President and Chairman of the Board of The Computer Factory, Inc.(NYSE), a nationwide organization involved in retail and direct sales, servicing and leasing of personal computers. From 1969 to 1988, he was President of National Corporate Sciences, Inc., a registered investment advisory service. Mr. Gottlieb holds a Bachelor of Arts from New York University.
 
Michael Pearce has been Chief Executive Officer and President of Golf Trust of America, Inc.(AMEX) since November 8, 2007. Mr. Pearce has been a private investor in various companies since 2002, with emphasis in distressed securities of publicly traded entities. From late 1999 through 2001, he served as Chief Executive Officer of iEntertainment Network. From 1996 to 1998, he served as Senior Vice President of Sales and Marketing of publicly traded VocalTec Communications, later returning in 1999 in a consulting capacity to its Chairman on matters pertaining to strategic alternatives, business development and mergers and acquisitions. From 1983 to 1996, he was employed in various technology industry management positions, including Senior Vice President of Sales and Marketing at Ventana  Communications, a subsidiary of Thomson Corporation; Vice President of Sales at Librex Computer Systems, a subsidiary of Nippon Steel; and National Sales Manager at Hyundai Electronics America. From 1979 to 1983, he attended Southern Methodist University.
 
Gregg Schneider is a private investor who specializes in undervalued publicly traded securities. During the past fourteen years, Mr. Schneider has been an active dealer in numismatic items, specializing in U.S. rare coins and currency. Mr. Schneider attended two years of courses at UCLA and is involved in several charitable organizations.
 
 
 
 

 

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