-----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, OvEdLssYmjrCoF+VuB9U4ZNeNlf9zfBPnv+K/t9RiVolZenPQX0b/C/5z0Q0Ausg +U6HkPVFTK3eapeDS8gIlA== 0001021771-02-000086.txt : 20021115 0001021771-02-000086.hdr.sgml : 20021115 20021115170706 ACCESSION NUMBER: 0001021771-02-000086 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021115 GROUP MEMBERS: MICHAEL UELTZEN GROUP MEMBERS: REPUBLIC ELECTRONICS CORP. 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: 1934 Act SEC FILE NUMBER: 005-39203 FILM NUMBER: 02830397 BUSINESS ADDRESS: STREET 1: 2340 GARDON ROAD STREET 2: SUITE 102 CITY: MONTEREY STATE: CA ZIP: 93940 BUSINESS PHONE: 5197479883X228 MAIL ADDRESS: STREET 1: 2340 GARDON ROAD STREET 2: SUITE 102 CITY: MONTEREY STATE: CA ZIP: 93940 FORMER COMPANY: FORMER CONFORMED NAME: COMPUFLIGHT OPERATIONS SERVICE INC DATE OF NAME CHANGE: 19880127 FORMER COMPANY: FORMER CONFORMED NAME: COMPUFLIGHT INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC ELECTRONICS CORP CENTRAL INDEX KEY: 0001114890 IRS NUMBER: 540833654 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5801 LEE HIGHWAY CITY: ARLINGTON STATE: VA ZIP: 22207 BUSINESS PHONE: 7035338555 MAIL ADDRESS: STREET 1: 5801 LEE HIGHWAY CITY: ARLINGTON STATE: VA ZIP: 22207 SC 13D 1 sched13d.txt UELTZEN / REPUBLIC NAVTECH 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 Q 10 0 (CUSIP Number) Michael Ueltzen Republic Electronics Corporation 5801 Lee Highway Arlington, VA 22207 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 4, 2002 (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(e), 13d-1(f) or 13d-1(g), check the following box [X] *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 Q 10 0 Page 2 of 7 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Republic Electronics Corporation ("Republic") Michael Ueltzen ("Ueltzen") 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic - State of Virginia Ueltzen - United States of America NUMBER OF SHARES 7 SOLE VOTING POWER Republic - 0 Ueltzen - 25,000 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER Republic - 300,000 Ueltzen - 300,000 (represents amount owned by Republic) EACH REPORTING 9 SOLE DISPOSITIVE POWER Republic - 0 Ueltzen - 25,000 PERSON WITH 10 SHARED DISPOSITIVE POWER Republic - 300,000 Ueltzen - 300,000 (represents amount owned by Republic) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Republic - 300,000 Ueltzen - 325,000 (includes amount owned by Republic) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] [PG NUMBER] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Republic - 6.9% Ueltzen - 7.5% (includes amount owned by Republic) 14 TYPE OF REPORTING PERSON* Republic - CO Ueltzen - IN [PG NUMBER] 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(e)(1). (a) Name: Republic Electronics Corporation ("Republic") Michael Ueltzen ("Ueltzen") (b) Residence or business address: Republic: 5801 Lee Highway Arlington, VA 22207 Ueltzen: 5801 Lee Highway Arlington, VA 22207 The name, business address and principal occupation or employment of the executive officers, directors and controlling persons of Republic, besides Ueltzen, are set forth on Schedule I. (c) Republic is a Virginia corporation. Ueltzen is the Chief Executive Officer, President and majority shareholder of Republic. Ueltzen became a director of the Issuer on August 14, 2001. (d) Neither Republic nor Ueltzen, nor, to the best knowledge of the Reporting Persons, any person listed on Schedule I, has been convicted in a criminal proceeding in the last five years. (e) Neither Republic nor Ueltzen, nor, to the best knowledge of the Reporting Perosns, any person listed on Schedule I, 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) Republic was organized under the laws of the State of Virginia. Ueltzen is a United States citizen. Each person listed on Schedule I is a United States citizen. [PG NUMBER] Item 3. Source and Amount of Funds or Other Consideration. See Item 4 hereof. Item 4. Purpose of Transaction. On November 4, 2002, Republic purchased 50,000 shares of Common Stock of the Issuer in a privately negotiated transaction with a third party at a purchase price of $.30 USD per share (the "Purchase Price"). Republic used working capital to pay the Purchase Price. 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. As a director of the Issuer, Ueltzen considers plans and proposals submitted by management with respect to business combinations aimed at improving the operating efficiencies of the Issuer, acquiring complementary product lines and/or entering new market regions. These business combinations may include mergers and acquisitions of businesses or technologies, as well as strategic technology and marketing alliances. As a director, Ueltzen also will consider any plans and proposals with respect to other transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Republic has no independent present plans or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) (I) Republic owns 300,000 shares of Common Stock, which represent 6.9% of the total shares of Common Stock of the Issuer outstanding as of November 4, 2002. The percentage for Republic was calculated using as the denominator the 4,326,988 outstanding shares of Common Stock as of August 31, 2002, based upon the Quarterly Report on Form 10-QSB filed by the Issuer for the period ended July 31, 2002. (II) Ueltzen beneficially owns 325,000 shares of Common Stock, which represent 7.5% of the total shares of Common Stock of the Issuer outstanding as of November 4, 2002. Such amount includes the shares of Common Stock owned by Republic. The percentage for Ueltzen was calculated using as the denominator (i) the 25,000 shares of Common Stock issuable upon the exercise of the Option (as such term is hereinafter defined) described in Item 6 hereof and (ii) the 4,326,988 outstanding shares of Common Stock as of August 31, 2002, based upon the Quarterly Report on Form 10-QSB filed by the Issuer for the period ended July 31, 2002. (b) Republic and Ueltzen have shared voting and dispositive power with respect to the 300,000 shares of Common Stock owned by Republic. Ueltzen has sole voting and dispositive power with respect to the 25,000 shares of Common Stock issuable upon the exercise of the Option described in Item 6 hereof. (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. On December 11, 2001, the Issuer granted Ueltzen an option to purchase up to 25,000 shares of Common Stock of the Issuer at an exercise price of $.37 USD per share (the "Option"). The Option vests to the extent of 6,250 shares on each of March 11, 2002, June 11, 2002, September 11, 2002 and December 11, 2002 and expires on December 11, 2011. Item 7. Material to be Filed as Exhibits. (1) Agreement among Reporting Persons. (2) Stock Option Agreement, dated December 11, 2001, between Ueltzen and the Issuer. 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: November 15, 2002 REPUBLIC ELECTRONICS CORPORATION By: /s/ Michael Ueltzen -------------------------- Michael Ueltzen, Chief Executive Officer /s/ Michael Ueltzen -------------------------- Michael Ueltzen EXHIBIT 1 The undersigned agree that the Schedule 13D filing to which this Agreement is attached is filed on behalf of each one of them. Dated: November 15, 2002 REPUBLIC ELECTRONICS CORPORATION By: /s/Michael Ueltzen -------------------------------- Michael Ueltzen, Chief Executive Officer /s/Michael Ueltzen -------------------------- Michael Ueltzen
SCHEDULE I Executive Officers, Directors and Controlling Persons of Republic Electronics Corporation (excluding Michael Ueltzen) - ---------------------------------------- ------------------------------------- ------------------------------------- Name Business Address Present Principal Occupation or Employment - ---------------------------------------- ------------------------------------- ------------------------------------- Robert R. Rissland 5801 Lee Highway Director and Executive Vice Arlington, VA 22207 President of Republic Electronics Corporation - ---------------------------------------- ------------------------------------- ------------------------------------- Barbara A. Gosch 5801 Lee Highway Director and Vice President of Arlington, VA 22207 Finance of Republic Electronics Corporation - ---------------------------------------- ------------------------------------- -------------------------------------
EX-99 3 extwo.txt STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT made as of the 11th day of December 2001 between NAVTECH, INC., a Delaware corporation (the "Company"), and MICHAEL UELTZEN (the "Optionee"). WHEREAS, the Optionee is a non-employee director of the Company; 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 Twenty Five Thousand (25,000) shares of the Common Stock of the Company (the "Option Shares") as follows: i) All or any part of six thousand two hundred fifty (6,250) commencing March 11, 2002 and terminating at 5:00 P.M., EST, December 11, 2011 (the "Expiration Date"). ii) All or any part of six thousand two hundred fifty (6,250) commencing June 11, 2002 and terminating at 5:00 P.M., EST on the Expiration Date. iii) All or any part of six thousand two hundred fifty (6,250) commencing September 11, 2002 and terminating at 5:00 P.M., EST on the Expiration Date. iv) All or any part of six thousand two hundred fifty (6,250) commencing December 11, 2002 and terminating at 5:00 P.M., EST on the Expiration Date. II. NATURE OF OPTION The Options granted are not intended to qualify as "incentive stock options" for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). III. EXERCISE PRICE The exercise price of each of the Option Shares shall be thirty-seven cents (US$0.37) (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 ASSOCIATION; CHANGE IN CONTROL (a) To the extent the Option becomes exercisable, it shall remain exercisable in full or in part from time to time until the Expiration Date notwithstanding any subsequent termination of directorship or other association with the Company or its subsidiaries for any reason whatsoever. (b) In the event of a Change in Control (as hereinafter defined), the Option shall become immediately exercisable in full and shall remain exercisable until the Expiration Date notwithstanding any subsequent termination of directorship or other association with the Company or any of its subsidiaries for any reason whatsoever. (c) For purposes hereof, a "Change in Control" shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied: (i) any person or entity (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or an entity owned directly or indirectly by the holders of Common Stock of the Company in substantially the same proportions as their ownership of stock of the Company), or group (as provided for in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) becomes the "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company's then outstanding securities; (ii) the Company sells or otherwise disposes of all or substantially all (within the meaning of Section 280G of the Code and the proposed regulations thereunder) of the Company's assets; or (iii)the Company merges or consolidates with any other entity, other than pursuant to a merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), at least fifty percent (50%) of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger or consolidation. 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: Chief Executive Officer 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/ David Strucke ------------------------------------- David Strucke President and Chief Executive Officer Optionee: /s/ Michael Ueltzen 5801 Lee Highway - ------------------------------------ ------------------------------------ Signature of Optionee Arlington, VA 22207 ------------------------------------ Michael Ueltzen - ------------------------------------ ------------------------------------ Name of Optionee Address of Optionee -----END PRIVACY-ENHANCED MESSAGE-----