-----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, IQWTNXeq/Fm6FsmP7CTW46c0US41IR2aidtWpJKyGKO10+7qnhR1yc6lM2c7cKTC QqiNLAmdd3ngHNw26WO1ew== 0001021771-00-000058.txt : 20000512 0001021771-00-000058.hdr.sgml : 20000512 ACCESSION NUMBER: 0001021771-00-000058 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000511 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAVTECH INC CENTRAL INDEX KEY: 0000790272 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 112883366 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-39203 FILM NUMBER: 625846 BUSINESS ADDRESS: STREET 1: 2340 GARDEN ROAD STREET 2: - CITY: MONTEREY STATE: CA ZIP: 93940 BUSINESS PHONE: 5197479883 MAIL ADDRESS: STREET 1: 2340 GARDEN ROAD STREET 2: 90 MERRICK AVE 9TH FLOOR CITY: MONTEREY STATE: CA ZIP: 93940 FORMER COMPANY: FORMER CONFORMED NAME: COMPUFLIGHT INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMPUFLIGHT OPERATIONS SERVICE INC DATE OF NAME CHANGE: 19880127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: METHERELL DENIS L CENTRAL INDEX KEY: 0001113193 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 77 CENTRE STREET STREET 2: ELMIRA ONTARIO CITY: CANADA N3B 2V9 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 Navtech, Inc. (Name of Issuer) Common Stock, $.001 Par Value (Title of Class of Securities) 63935 10 0 (CUSIP Number) Fred S. Skolnik, Esq. Certilman Balin Adler & Hyman, LLP 90 Merrick Avenue, East Meadow, NY 11554 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 31, 2000 (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 [ ] *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). SCHEDULE 13D CUSIP No. 63935 10 0 Page 2 of 7 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Denis L. Metherell ("Denis") Eileen L. Metherell ("Eileen") 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Denis - United States Eileen - Canada NUMBER OF SHARES 7 SOLE VOTING POWER Denis - 6,000 Eileen - 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER Denis - 150,000 Eileen - 150,000 EACH REPORTING 9 SOLE DISPOSITIVE POWER Denis - 6,000 Eileen - 0 PERSON WITH 10 SHARED DISPOSITIVE POWER Denis - 150,000 Eileen - 150,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Denis - 156,000 Eileen - 156,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Denis - 5.9% Eileen - 5.9% 14 TYPE OF REPORTING PERSON* Denis - IN Eileen - IN 3 Item 1. Security and Issuer. The Reporting Persons are making this statement in reference to shares of Common Stock, par value $.001 per share (the "Common Stock"), of Navtech, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 2340 Garden Road, Suite 102, Monterey, California 93940. Item 2. Identity and Background. The Reporting Persons are making this statement pursuant to Rule 13d-1(a). (a) Name: Denis L. Metherell ("Denis") Eileen L. Metherell ("Eileen") (b) Residence or business address: Denis ----- 77 Centre Street Elmira, Ontario, Canada N3B 2V9 Eileen ------ 77 Centre Street Elmira, Ontario, Canada N3B 2V9 (c) Denis serves as Secretary and a director of the Issuer. Eileen is the President and sole shareholder of AVCON, a Canadian company that administers the equipment leases of the Issuer. (d) The Reporting Persons have not been convicted in a criminal proceeding in the last five years. (e) The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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) Denis is a citizen of the United States. Eileen is a citizen of Canada. Item 3. Source and Amount of Funds or Other Consideration. See Item 4 hereof. 4 Item 4. Purpose of Transaction. On January 31, 2000, the Board of Directors of the Issuer granted Denis the right and option to purchase 150,000 shares of Common Stock of the Issuer (the "Option") pursuant to the terms and conditions of the Issuer's 1995 Key Employees and Advisors Stock Option Plan. The exercise price of each share of Common Stock of the Issuer underlying the Option was $0.625. The Option was immediately exercisable and such Option was scheduled to expire on January 31, 2005. On March 13, 2000, Denis exercised the Option to the extent of 100,000 shares of Common Stock. On March 16, 2000, Denis exercised the Option to the extent of the remaining 50,000 shares of Common Stock. Denis used personal funds to exercise the Option. The shares of Common Stock issued upon the exercise of the Option were issued to Denis and Eileen as joint tenants with rights of survivorship. Subject to and depending upon the availability of prices deemed favorable by them, the Reporting Persons may choose to purchase additional shares of Common Stock from time to time in the open market, in privately negotiated transactions with third parties, or otherwise. In addition, depending upon prevailing conditions, the Reporting Persons may determine to dispose of shares of Common Stock held by them in the open market, in privately negotiated transactions with third parties, or otherwise. Item 5. Interest in Securities of the Issuer. (a) The Reporting Persons hold 156,000 shares of Common Stock, which represent 5.9% of the total shares of Common Stock of the Issuer outstanding as of February 29, 2000. The percentage for the Reporting Persons was calculated using as the denominator the sum of (i) the 100,000 shares of Common Stock issued effective March 13, 2000, upon the exercise of the Option as described in Item 4 hereof, (ii) the 50,000 shares of Common Stock issued effective March 16, 2000, upon the exercise of the Option as described in Item 4 hereof (iii) 500,000 shares of Common Stock issued to Robert N. Snyder effective March 2000 and (iv) the 2,001,980 outstanding shares of Common Stock as of February 29, 2000, based upon the Quarterly Report on Form 10-QSB filed by the Issuer for the period ended January 31, 2000. (b) Denis has sole voting and dispositive power with respect to 6,000 shares of such Common Stock and shared voting and dispositive power with respect to 150,000 shares of such Common Stock. Eileen does not have sole voting and dispositive power with respect to any such shares of Common Stock; however, she has shared voting and dispositive power with respect to 150,000 shares of such Common Stock. (c) See Item 4 hereof. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. See Item 4 hereof. 5 Item 7. Material to be Filed as Exhibits. (1) Agreement among the Reporting Persons. (2) Option Agreement, dated January 31, 2000, by and between Denis and the Issuer. 6 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. Date: May 9, 2000 /s/ Denis Leigh Metherell ------------------------- Denis L. Metherell /s/ Eileen L. Metherell ----------------------- Eileen L. Metherell 7 EXHIBIT 1 The undersigned agree that the Schedule 13D to which this Agreement is attached is filed on behalf of each one of them. Dated: May 9, 2000 /s/ Denis Leigh Metherell ------------------------- Denis L. Metherell /s/ Eileen L. Metherell ----------------------- Eileen L. Metherell 8 EX-2 2 EX. 2 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT made as of the 31st day of January, 2000 between NAVTECH, INC., a Delaware corporation (the "Company"), and Denis Metherell (the "Optionee"). WHEREAS, the Optionee is an advisor to the Company or a subsidiary thereof; WHEREAS, the Company desires to provide the Optionee an additional incentive to promote the success of the Company; Now, therefore, in consideration of the foregoing, the Company hereby grants to the Optionee the right and option to purchase shares of Common Stock of the Company under and pursuant to the terms and conditions of the Company's 1995 Key Employees and Advisors Option Plan (the "Plan") and upon the following terms and conditions: I. GRANT OF OPTION The Company hereby grants to the Optionee the right and option (the "Option") to purchase up to One Hundred Fifty Thousand (150,000) shares of the Common Stock of the Company (the "Option Shares") during the period commencing the date hereof and terminating at 5:00 P.M., EST, five (5) years following the date hereof. II. NATURE OF OPTION The Option is not intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended, relating to "incentive stock options". III. EXERCISE PRICE The exercise price of each of the Option Shares shall be five eighths (5/8) of a dollar (US$0.625) (the "Option Price"). IV. EXERCISE OF OPTIONS The Option shall be exercised in accordance with the provisions of the Plan. As soon as practicable afer the receipt of notice of exercise and payment of the Option Price as provided for in the Plan, the Company shall tender to the Optionee certificates issued in the Optionee's name evidencing the number of Option Shares covered thereby. V. TRANSFERABILITY The Option shall not be transferable other than by will or the laws of descent and distribution and, during the Optionee's lifetime, shall not be exercisable by any person other than the Optionee. VI. TERMINATION OF EMPLOYMENT In the event the Option becomes exercisable, it shall remain exercisable until the Expiration Date notwithstanding any subsequent termination of the Optionee's employment with the Company or any subsidiary for any reason whatsoever. VII. INCORPORATION BY REFERENCE The terms and conditions of the Plan are hereby incorporated by reference and made a part hereof. VIII. NOTICES Any notice or other communication given hereunder shall be deemed sufficient if in writing and hand delivered or sent by registered or certified mail, return receipt requested, addressed to the Company, c/o Navtech Systems Support Inc., 175 Columbia Street West, Suite 102, Waterloo, Ontario, N2L 5Z5, Attention: Chairman of the Board and to the Optionee at the address indicated below. Notices shall be deemed to have been given on the date of hand delivery or mailing, except notices of change of address, which shall be deemed to have been given when received. IX. BINDING EFFECT This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. X. ENTIRE AGREEMENT This Agreement, together with the Plan, contains the entire understanding of the parties hereto with respect to the subject matter hereof and may be modified only by an instrument executed by the party sought to be charged. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. COMPANY: Navtech, Inc. By: /s/ Duncan Macdonald By: /s/ David Strucke -------------------------- ----------------------- Duncan Macdonald David Strucke Chief Executive Officer Chief Financial Officer Chairman of the Board of Directors Optionee: /s/ Denis Leigh Metherell - -------------------------------- ---------------------------------- Signature of Optionee ---------------------------------- Denis Leigh Metherell 77 Centre Street, Elmira, Ontario, Canada - -------------------------------- ----------------------------------------- Name of Optionee Address of Optionee -----END PRIVACY-ENHANCED MESSAGE-----