-----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, Ll1TkrQ3uyv53qTHTn6rXLfFBulVddNJBw4r2S8h/YckVoM+LU12Ig+aob+BwzFX J5Bub2hzkmtg9mybXg2vnQ== 0001021771-00-000060.txt : 20000515 0001021771-00-000060.hdr.sgml : 20000515 ACCESSION NUMBER: 0001021771-00-000060 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000512 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/A SEC ACT: SEC FILE NUMBER: 005-39203 FILM NUMBER: 629315 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: ENGLISH DOROTHY CENTRAL INDEX KEY: 0001103641 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O COMPUFLIGHT INC 175 COLUMBIA ST W STREET 2: WATERLOO ONTARIO CANADA N2L 5Z5 CITY: CANADA BUSINESS PHONE: 5197471170 MAIL ADDRESS: STREET 1: C/O COMPUFLIGHT INC 175 COLUMBIA ST W STREET 2: WATERLOO ONTARIO CANADA N2L 5Z5 CITY: ONTARIO CANADA SC 13D/A 1 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 3)* Navtech, Inc. (formerly Compuflight, 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) July 15, 1995 (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) Dorothy A. English ("English") Navtech Applied Research Inc. ("NARI") 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION English - Canada NARI - Ontario, Canada NUMBER OF SHARES 7 SOLE VOTING POWER English - 455,000 NARI - 802,766 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER English - 0 NARI - 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER English - 455,000 NARI - 802,766 PERSON WITH 10 SHARED DISPOSITIVE POWER English - 0 NARI - 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON English - 1,257,766 (includes amount beneficially owned by NARI) NARI - 802,766 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) English 43.3% (includes amount beneficially owned by NARI) NARI - 27.7% 14 TYPE OF REPORTING PERSON* English - IN NARI - CO 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., formerly Compuflight, Inc., a Delaware corporation (the "Issuer"). This statement amends and supplements the Schedule 13D, dated December 10, 1993, as amended on January 10, 1994 and February 3, 1994, filed by the Reporting Persons (except that NARI is the successor to Navtech Systems Consulting Inc., a Reporting Person therein) and Raymond English. This statement is not being made by Mr. English. 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) Names: Dorothy A. English Navtech Applied Research Inc. ("NARI") (b) Residence or business address: Dorothy A. English 175 Columbia Street West Waterloo, Ontario Canada N2L-5Z5 NARI 175 Columbia Street West Waterloo, Ontario Canada N2L-5Z5 (c) Ms. English serves as Executive Vice President and a director of the Issuer and as Managing Director of its wholly-owned subsidiary, Navtech Systems Support Inc. Ms. English is the sole officer, director and shareholder of NARI. NARI owns certain assets relating to the provision of weather-related services and has licensed the use of such assets to the Issuer. (d) Neither of the Reporting Persons has been convicted in a criminal proceeding in the last five years. (e) Neither of the Reporting Persons has, 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) Ms. English is a citizen of Canada. NARI was incorporated in Ontario, Canada. 4 Item 3. Source and Amount of Funds or Other Consideration. Not applicable. Item 4. Purpose of Transaction. As of July 15, 1995, the 802,766 shares of Common Stock of the Issuer currently held by NARI were owned by Ray English and Associates Inc. ("RE&A"), a corporation controlled at such time by Raymond English, the former Chairman of the Issuer and former spouse of Dorothy English. On such date, RE&A transferred the 802,766 shares of Common Stock owned by it to Ms. English, as voting trustee pursuant to a Voting Trust Agreement between them. On June 29, 1998, Ms. English acquired all of the outstanding capital stock of RE&A from Mr. English. On the same date, NARI executed a promissory note to Raymond English in the original principal amount of $600,000 Canadian (the "NARI Note") evidencing amounts owed to Mr. English by NARI. The NARI Note provides for 120 equal monthly payments of $5,000 Canadian. On July 2, 1998, RE&A was merged with and into NARI. Concurrently, the Voting Trust Agreement was terminated and the 802,766 shares owned by NARI (as a result of the merger) were returned to it. NARI has placed these shares in escrow as security for the payment of amounts due pursuant to the NARI Note. See Item 6 hereof. On July 15, 1998, NARI acquired from Global Weather Dynamics, Inc. ("GWDI") all the assets of GWDI's weather services division ("WSD") for a consideration consisting of $250,000 in cash, the delivery of 250,000 shares of Common Stock of the Issuer to GWDI and the delivery of 50,000 shares of Common Stock of the Issuer to an unrelated third party as a finder's fee. Contemporaneously, in order to effect NARI's acquisition of WSD, NARI, among other things, purchased from the Issuer 300,000 shares of Common Stock of the Issuer for a purchase price of $135,000 ($.45 per share), payable to the extent of $300 in cash (an amount equal to the par value of the shares acquired) and the delivery of a promissory note in the principal amount of $134,700, payable in 36 monthly installments and bearing interest at the rate of 10% per annum. On January 31, 2000, the Board of Directors of the Issuer granted Ms. English the right and option to purchase 250,000 shares of Common Stock of the Issuer (the "Option") pursuant to the terms and conditions of the Issuer's 1999 Stock Option Plan. The exercise price of each share of Common Stock of the Issuer underlying the Option is $0.625. The Option is immediately exercisable and such Option is scheduled to expire on January 31, 2005. 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. The Reporting Persons exercised their controlling voting rights at the Issuer's annual meeting of shareholders held on January 14, 2000 to, among other things, increase the number of authorized shares of Common Stock of the Issuer from 2,500,000 to 10,000,000, ratify the 5 adoption of the Company's 1999 Stock Option Plan, and approve an amendment to the Company's Certificate of Incorporation to require unanimous, rather than majority, written consent of the shareholders in lieu of a meeting under certain circumstances. Item 5. Interest in Securities of the Issuer. (a) The Reporting Persons hold 1,257,766 shares of Common Stock, which represent 43.3% of the total shares of Common Stock outstanding as of February 29, 2000. The percentage for the Reporting Persons was calculated using as the denominator the sum of (i) 100,000 shares of Common Stock issued effective March 13, 2000 to Denis L. Metherell, (ii) 50,000 shares of Common Stock issued effective March 16, 2000 to Denis L. Metherell, (iii) 500,000 shares of Common Stock issued to Robert N. Snyder effective March 2000, (iv) 250,000 shares of Common Stock issuable upon the exercise of the Option described in Item 4 hereof and (v) 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) Ms. English has sole voting and dispositive power with respect to 455,000 of such shares of Common Stock. NARI has sole voting and dispositive power with respect to 802,766 of such shares of Common Stock. The 802,766 shares owned by NARI give effect to the voiding of certain transfers previously reported to have been made by RE&A as of February 3, 1994 of an aggregate of 277,271 shares. (c) None. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The 802,766 shares of Common Stock of the Issuer owned by NARI have been pledged to Raymond English as security for the payment of amounts due to him pursuant to the NARI Note. In the event of a default under the NARI Note, Mr. English has the right to sell the escrowed shares of the Issuer to recover the amount due. Item 7. Material to be Filed as Exhibits. (1) Agreement among the Reporting Persons. (2) Agreement, dated June 29, 1998, between Raymond F. English and RE&A. (3) Stock Option Agreement, dated January 31, 2000, between Ms. English 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 10, 2000 /s/ Dorothy English ------------------- Dorothy A. English NAVTECH APPLIED RESEARCH INC. By: /s/ Dorothy English ---------------------------- Dorothy A. English, President 7 EXHIBIT 1 The undersigned agree that the Amendment to Schedule 13D to which this Agreement is attached is filed on behalf of each one of them. Date: May 10, 2000 /s/ Dorothy English ------------------- Dorothy A. English NAVTECH APPLIED RESEARCH INC. By: /s/ Dorothy English ------------------------ Dorothy A. English, President 8 EX-99.1 2 AGREEMENT THIS AGREEMENT made the 29 day of June, 1998 BETWEEN: RAYMOND F. ENGLISH (hereinafter called "Raymond") AND: RAY ENGLISH AND ASSOCIATES INC. (hereinafter called the "Corporation"). WHEREAS Raymond was a shareholder of the Corporation; AND WHEREAS Raymond has transferred all of the issued and outstanding common shares in the capital stock of the Corporation which were registered in his name (the "Shares") to Dorothy English; AND WHEREAS the Corporation and Raymond wish to enter into this Agreement to evidence the terms for the repayment of a shareholder loan owing to Raymond. NOW THEREFORE for good and valuable consideration, receipt of which is hereby acknowledged by each of the parties hereto, the parties agree as follows: 1. The Corporation and Raymond acknowledge and agree that the aggregate amount due and owing by the Corporation to Raymond on account of principal and interest is Six Hundred Thousand Dollars ($600,000) (in Canadian funds) (herein called the "Loan"), less any amounts paid to Raymond by Navtech Systems Support Inc. on or after the lst day of January, l998, which amount will be credited to the amounts due by the Corporation. The payments of the Loan will be allocated as follows: (a) as to principal Four Hundred Fifty-Three Thousand Dollars Three Hundred, Thirteen Dollars ($453,313.00) (Cdn); and (b) as to interest One Hundred Forty-Six Thousand Six Hundred, Eighty-Seven Dollars ($146,687.00) (Cdn). 2. The Corporation and Raymond covenant and agree that the Loan shall be paid by the Corporation to Raymond by one hundred and twenty (120) consecutive equal blended monthly payments, including both principal and interest, each in the amount of Five Thousand Dollars ($5,000.00) (Cdn.) commencing on the 1st day of April, 1998 and ending on the lst day of March, 2008. Provided, however, that any payment by Navtech Systems Support Inc., referred to in paragraph l, above shall reduce, in order, the payments due under this agreement, commencing with the payment due on the first payment date. Provided that the Corporation may, at any time, prepay any or all of the outstanding balance without notice or penalty. 3. Raymond acknowledges and agrees with the Corporation that the sum of One Hundred Forty- Six Thousand Six Hundred Eighty-Seven Dollars ($l46,687.00) (Cdn) shall constitute his entire entitlement to interest during the whole of the period that any part of the Loan is outstanding without default. In the event of default, simple interest shall be added to all amounts in default at the rate of Ten Percent (10%) per annum until payment is made or Shares are released to Raymond in accordance with the terms of this Agreement. 4. All payments to be made by the Corporation to Raymond shall be made to Waters & Hastings in trust, or as Raymond may, from time to time, direct, and shall be subject to such deductions and withholdings as may be required by applicable law. 5. Raymond acknowledges that Dorothy has acquired from Raymond all of the issued and outstanding shares in the capital stock of the Corporation as provided in a Share Purchase Agreement between Raymond and Dorothy (the "Share Purchase Agreement") executed contemporaneously with this agreement. Raymond acknowledges that one of the terms of the said Share Purchase Agreement is that the Corporation and Raymond enter into this agreement. 6. The parties acknowledge and agree that in the event of any Claim, as defined in the Share Purchase Agreement, the provisions of Articles IX and X of the Share Purchase Agreement shall govern. 7. The principal asset of the Corporation, as of the date hereof, is Eight Hundred and Two Thousand, Seven Hundred and Sixty-six (802,766) Common shares (the "Shares") in the capital stock of Compuflight, Inc. a Delaware Corporation. The Corporation covenants and agrees that until all payments are made pursuant to this Agreement, the Corporation shall not be entitled to encumber or sell the Shares except as may be provided herein: (a) The Corporation shall have no right to encumber the Shares except as may be necessary to provide security to any government department, including, without limitation, Department of National Revenue, Ontario Ministry of Revenue and the Internal Revenue Service, with respect to any liabilities of the Corporation in respect of transactions occurring prior to the 19th day of April, 1996. The Corporation shall also be entitled to encumber the Shares as a requirement of borrowing, provided that all sums borrowed as a result of such encumbrance are used to pay any such government liabilities. Provided however, that any such encumbering of the Shares may only be effected as part of an overall pledge of the assets of the Corporation and not a specific encumbrance in respect of the Shares alone. (b) If any or all of the Shares are sold, after payment of any outstanding liabilities provided for in sub-paragraph (a), above, any remaining balance of proceeds shall immediately be paid to Raymond on the closing date of any such sale, and shall be credited against the Payments still outstanding. 8. During the term of this Agreement, and when not otherwise in default the Corporation shall be entitled to vote the Shares and shall be entitled to receive all benefits and advantages accruing therefrom. In the event that the Corporation fails to make any payment due under this Agreement and the said failure continues for a period of twenty (20) clear days after the date that such payment was due (a "Default"), then the Escrow Agent shall transfer to Raymond such number of Shares as shall equal in value the amount of the defaulted payment together with interest as provided in paragraph 3, above, based upon the market price of the Shares at the date of transfer. In the event that an aggregate of three (3) Defaults shall occur in any twelve (12) month period, then the balance owing pursant to this Loan Repayment Agreement shall immediately become due and payable and the Escrow Agent shall transfer all of the Shares held by it to Raymond in full satisfaction of the balance owing to him pursuant to this Agreement. 9. Any condoning, excusing or overlooking of any default at any time or times on the part of Raymond shall not act as a waiver by Raymond of his rights herein in respect to any subsequent default. 10. This Agreement shall enure to the benefit of the Corporation and Raymond and their heirs, executors, administrators, personal legal representative, successors and assigns, and shall be binding upon the Corporation and Raymond and their heirs, executors, administrators, personal legal representative, successors and assigns. 11. The parties to this Agreement shall not assign this Agreement or any interest, benefit or right hereunder without the prior written approval of the other party. Any assignment made in contravention of the foregoing shall be null and void. 12. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario. 13. The provisions of Articles IX et seq. of the Share Purchase Agreement are incorporated into this Agreement by reference. 14. To the extent that the terms of this Agreement and the Share Purchase Agreement conflict, the terms of the Share Purchase Agreement shall govern. IN WITNESS WHEREOF the parties have executed this Agreement. RAY ENGLISH AND ASSOCIATES INC. Per: /s/ Raymond F. English -------------------------- Title: President /s/ Thomas Vargo /s/ Raymond F. English - ------------------------- ---------------------------- Witness Raymond F. English EX-99.2 3 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT made as of the 31st day of January, 2000 between NAVTECH, INC., a Delaware corporation (the "Company"), and Dorothy English (the "Optionee"). WHEREAS, the Optionee is an employee of 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 1999 Stock 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 Two Hundred Fifty Thousand (250,000) shares of 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 after 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 of 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/ Dorothy English - ------------------- Signature of Optionee #902-140 Lincoln Rd. -------------------- Waterloo, Ont. -------------------- Dorothy English Canada - --------------- -------------------- Name of Optionee Address of Optionee -----END PRIVACY-ENHANCED MESSAGE-----