-----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, BYbJDUGo3XK9Tq3/IhzVbkP0E8EaiOPov1JwMOrrACdXzZMVuJnFGlth1tqfoFLx eFttQaqLAGuaeOrF0ZwoOw== 0000897101-96-000706.txt : 19960819 0000897101-96-000706.hdr.sgml : 19960819 ACCESSION NUMBER: 0000897101-96-000706 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960816 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELTRAX SYSTEMS INC CENTRAL INDEX KEY: 0000797448 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 411484525 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46107 FILM NUMBER: 96617195 BUSINESS ADDRESS: STREET 1: RUSH LAKE BUSINESS PARK STREET 2: 1775 OLD HGWY 8 STE 111 CITY: ST PAUL STATE: MN ZIP: 55112 BUSINESS PHONE: 6126338373 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTON HOWARD B ET AL CENTRAL INDEX KEY: 0001015573 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 27126 PASEO ESPADA STREET 2: SUITE 1602 CITY: SAN JUAN CAPISTRANO STATE: CA ZIP: 92675 MAIL ADDRESS: STREET 1: C/O DATATECH STREET 2: 27126 PASEO ESPADA SUITE 1602 CITY: SAN JUAN CAISTRANO STATE: CA ZIP: 92675 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Eltrax Systems, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 290475 10 4 (CUSIP Number) Howard B. Norton c/o DATATECH 27126 Paseo Espada, Suite 1602 San Juan Capistrano, California 92675 (714) 493-2028 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 24, 1996 (Date of Event which Required 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/A, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Check the following box if a fee is being paid with this statement: [ ] Page 1 of ___ pages Exhibit Index appears on page 5 SCHEDULE 13D/A CUSIP No. 290475 10 4 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Howard B. Norton Norton Charitable Remainder Unitrust Ruby L. Norton 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA NUMBER OF 7. SOLE VOTING POWER SHARES 983,000 BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 983,000 EACH 9. SOLE DISPOSITIVE POWER REPORTING 983,000 PERSON WITH 10. SHARED DISPOSITIVE POWER 983,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 983,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9% (See Item 5) 14. TYPE OF REPORTING PERSON OO Schedule 13D/A ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D/A (the "Statement") relates to the Common Stock, $.01 par value (the "Common Stock"), of Eltrax Systems, Inc., a Minnesota corporation (the "Issuer"). The principal executive offices of the Issuer are located at Rush Lake Business Park, 1775 Old Highway 8, St. Paul, Minnesota 55112. ITEM 2. IDENTITY AND BACKGROUND. (a)-(c) This Statement is being filed on behalf of Howard B. and Ruby Lee Norton, Trustees of the Norton Charitable Remainder Unitrust dated June 18, 1996 (the "Reporting Persons") with respect to their disposition of one million (1,000,000) shares (the "Shares") of Common Stock of the Issuer in connection with the sale acquisition by those certain individuals identified on Schedule A to the Stock Purchase Agreement dated June 24, 1996 (the "Agreement") from the Reporting Persons on June 24, 1996. The names, addresses, principal occupation and/or nature of business of each Reporting Persons are: 1. Name: Howard B. Norton Address: c/o DATATECH 27126 Paseo Espada, Suite 1602 San Juan Capistrano, California 92675 Principal Occupation: President DATATECH, (a subsidiary of the Issuer) 27126 Paseo Espada, Suite 1602 San Juan Capistrano, California 92675 2. Name: Ruby Lee Norton c/o DATATECH 27126 Paseo Espada, Suite 1602 San Juan Capistrano, California 92675 Principal Occupation: Secretary DATATECH, (a subsidiary of the Issuer) 27126 Paseo Espada, Suite 1602 San Juan Capistrano, California 92675 (b) During the last five years none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor have any of the Reporting Persons been 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. (d)-(e) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor have any been 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. (f) Each of the Reporting Persons is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not Applicable. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons are selling the Shares in order to diversify their investment portfolio and to take the opportunity of selling to individuals interested in acquiring the Shares at this time. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) - (b) The following table sets forth information regarding the beneficial ownership of the Common Stock and Common Stock Equivalents of the Issuer as of July 1, 1996, unless otherwise noted, by each Reporting Person: Shares of Common Stock (or Common Stock Stock Equivalents) Beneficially Owned (1)(2) -------------------------------------------- Name Amount Percent of Class Howard B. Norton 983,000 14.9% and Ruby Lee Norton as Community Property - ----------------------------- (1) Shares not outstanding but deemed beneficially owned by virtue of the right of a person to acquire them within 60 days, whether by the exercise of options or warrants, are deemed outstanding in determining the amount and percent owned by such person or group. (2) All of the shares shown are held by Howard B. and Ruby Lee Norton, as Community Property. (c) During the past 60 days, the Reporting Persons have not effected any other transactions in any shares of Eltrax stock, other than as described in Item 4 above and the original 13D filed with the Securities and Exchange Commission on May 29, 1996 for the acquisition of 1,983,000 shares pursuant to the Merger Agreement described therein and other than a transfer of 1,000,000 shares of Common Stock to the Norton Charitable Remainder Unitrust for which the Nortons are the beneficiaries on June 20, 1996. (d)-(e) Items 5(d) and (e) are inapplicable to the Reporting Persons. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER For additional information on contracts, arrangements, understandings or relationship with respect to securities of the Issuer, see Item 2 above. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 Stock Purchase Agreement, dated June 24, 1996, between Norton Charitable Remainder Unitrust, Howard Bruce Norton and Ruby Lee Norton, Trustees of the Norton Charitable Remainder Unitrust, Howard Bruce Norton and Ruby Lee Norton as beneficiaries of the Norton Charitable Remainder Unitrust and each of those certain individuals identified on Schedule A to the Stock Purchase Agreement. SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: July 30, 1996 /s/ Howard B. Norton --------------------------------- Howard B. Norton /s/ Ruby L. Norton --------------------------------- Ruby L. Norton NORTON CHARITABLE REMAINDER UNITRUST By: /s/ Howard B. Norton --------------------------------- Howard B. Norton /s/ Ruby L. Norton --------------------------------- Ruby L. Norton Its: Trustees EX-99.1 2 STOCK PURCHASE AGREEMENT EXHIBIT 1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of this 24th day of June, 1996, by and among Norton Charitable Remainder Unitrust dated June 18, 1996 (the "Seller"), Howard Bruce Norton and Ruby Lee Norton, Trustees of the Norton Charitable Remainder Unitrust dated June 18, 1996 (the "Trustee"), Howard Bruce and Ruby Lee Norton, as beneficiaries of the Norton Charitable Remainder Unitrust dated June 18, 1996 (the "Beneficiaries") and each of those certain individuals identified on Schedule A to this Agreement (the "Buyers"). RECITALS A. Pursuant to that certain Agreement and Plan of Merger dated as of May 14, 1996, as amended on May 17, 1996, (the "Merger Agreement") among Eltrax Systems, Inc., a Minnesota corporation (the "Company"), Datatech Acquisition Corporation, Rudata Acquisition Corporation, Nordata, Inc., Rudata, Inc. and the Beneficiaries, the Company issued 1,983,000 shares of its Common Stock, $.01 par value ("Common Stock"), to the Beneficiaries as community property. B. Subsequent to the Merger Agreement, the Beneficiaries transferred 1,000,000 shares of such Common Stock to the Seller subject to the terms of that certain Norton Charitable Remainder Unitrust dated June 18, 1996. C. The Seller wishes to sell to the Buyers, and the Buyers wish to purchase, an aggregate of 1,000,000 shares of Common Stock from the Seller (the "Shares"), with each individual Buyer purchasing that portion of the Shares set forth in the table contained in Schedule A to this Agreement. D. Certain of the Buyers are executive officers and directors of the Company, and are identified as such on Schedule A (the "Affiliates"). AGREEMENT In consideration of the foregoing recitals and of the agreements and undertakings set forth below, the parties agree as follows: 1.0 PURCHASE AND SALE OF SHARES. The Seller agrees to sell the Shares to the Buyers, and the Buyers agree to purchase the Shares from the Seller in the quantities set forth in Schedule A, on the date hereof, at a total purchase price of Three Dollars and Two Cents ($3.02) per share of Common Stock, of which Three Dollars ($3.00) per share shall be paid to the Seller and Two Cents ($0.02) shall be paid to the Company to cover the direct expenses of this transaction incurred by the Company, including without limitation, legal, accounting, bank and transfer fees. On or before Monday, June 24, 1996, Seller will deliver to the Company at its corporate headquarters located at Rush Lake Business Park, 1775 Old Highway 8, St. Paul, MN 55112, as custodian (the "Custodian"), certificate(s) representing the Shares, together with properly executed stock power(s) transferring the Shares to the Buyers according to the quantities set forth in Schedule A. The Custodian will hold such Shares against payment therefor by the Buyers, which shall be made by each Buyer on or before Monday, June 24, 1996, by cashier's or certified check delivered to the Custodian at the above address. Upon receipt of payment for the Shares and any such information as the Custodian may reasonably require from each Buyer, the Custodian will instruct the Company's transfer agent to issue certificates representing the Shares to the Buyers in such names, amounts and deliver the certificates to such addresses as indicated on Schedule A, and will remit payment therefor to the Seller. 2.0 ASSIGNMENT OF REGISTRATION RIGHTS. In consideration of the sale of the Shares to the Buyers, the Beneficiaries hereby irrevocably assign to the Buyers all of their rights, benefits and obligations with respect to registration rights regarding the Shares under Exhibit 4.12 to the Merger Agreement. As required by Exhibit 4.12, in connection with such assignment, each of the Buyers hereby covenants and agrees to be bound by all the terms thereof. This assignment shall in no way affect or diminish the registration rights provided in such Exhibit 4.12 as it applies to all other shares of Common Stock owned by the Beneficiaries. 3.0 REPRESENTATIONS AND WARRANTIES OF THE SELLER, THE TRUSTEE AND THE BENEFICIARIES. The Seller, the Trustee, and the Beneficiaries, jointly and severally, represent and warrant to the Buyers as follows: 3.1. TITLE TO SHARES. The Seller is the beneficial owner of the Shares, free and clear of all liens, encumbrances and claims of every kind, and the delivery of the Shares by the Seller to the Buyers under this Agreement will transfer valid title in the shares to the Buyers, free and clear of all liens, charges, encumbrances and claims of every kind. There are no actions, suits or proceedings against the Seller affecting the title of the Seller to the Shares or the right of the Trustee to execute, deliver and perform this Agreement. 3.2. AUTHORITY. The Trustee has the full legal right, power and authority to execute, deliver and perform this Agreement on behalf of the Seller and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by, and constitutes the valid and binding agreement of, the Seller, enforceable against the Seller in accordance with its terms. 4.0 REPRESENTATIONS AND WARRANTIES OF THE BENEFICIARIES. Each of the Beneficiaries, having been parties to the Merger Agreement, jointly and severally represent and warrant, to the best of their knowledge, to each of the Buyers as of the date hereof, that there have been no material adverse changes in the business and financial condition of Datatech since May 17, 1996. 5.0 REPRESENTATIONS AND WARRANTIES OF THE BUYERS. Each of the Buyers represents and warrants to the Seller as follows: 5.1. AUTHORITY. The Buyer has the full legal right, power and authority to execute, deliver and perform this Agreement and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by, and constitutes the valid and binding agreement of the Buyer, enforceable against the Buyer in accordance with its terms. 5.2. INVESTMENT INTENT. The Shares are being acquired by the Buyer for his own account and not with a view to, or for resale in connection with, any distribution or public offering within the meaning of the Securities Act of 1933, as amended (the "Act"). The Buyer understands that the Shares have not been registered under the Act or any applicable state securities laws by reason of their transfer or contemplated transfer in a transaction exempt from registration and prospectus delivery requirements of the Act and such state securities laws. The Buyer further understands that the Shares must be held indefinitely unless they are registered under the Act and any applicable state securities laws or are transferred in a transaction exempt from such registration, that the reliance of the Seller upon this exemption from registration is presently not available to the Buyer pursuant to Rule 144 promulgated under the Act and that, in any event, the Shares may not be sold pursuant to Rule 144 prior to the expiration of a two-year period after they have been acquired by the Buyer. The Buyer understands that the certificates representing the Shares will bear an appropriate legend restricting transfer. The Buyer is in a financial position to own the Shares purchased by him and is able to bear the economic risk and withstand a complete loss of his investment in the Shares so purchased for as long as necessary under applicable securities laws. 5.3. INFORMATION. The Buyer acknowledges that he has had full access to the Company and its senior management and has had the opportunity to ask all such questions and obtain all such information material to the Buyer's determination to invest in the Shares. The Buyer confirms the Seller's understanding that the Buyer is fully aware of and has been advised concerning the present financial condition of the Company, the administration of its business affairs and its prospects for future business. The Buyer believes he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the proposed investment in the Shares so purchased and has an appropriate net worth to undertake such risks. The Buyer believes that the investment in the Shares so purchased is suitable for him based upon his investment objectives and financial needs, and the Buyer has adequate means for providing for his current financial needs and personal contingencies, and has no need for liquidity of investment with respect to the Shares so purchased. The Buyer has no agreements (written or oral), arrangements, understandings or commitments with any other investor subscribing for Shares. The undersigned is an accredited investor as defined under the rules promulgated by the Securities and Exchange Commission under Regulation D. The Buyer has completed an investor questionnaire attached hereto as Schedule B. 6.0 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations, warranties, covenants and agreements of the Seller, Trustee, Buyers and Affiliates shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby regardless of any investigation that may have been made at any time by or on behalf of the party to which such representations, warranties, covenants and agreements are made. 7.0 MISCELLANEOUS PROVISIONS. 7.1. TERMINATION. This Agreement may be terminated only by the mutual written agreement of the parties hereto. 7.2. SPECIFIC PERFORMANCE. The parties to this Agreement agree that the Shares constitute unique property and that it may be impossible to measure in money the damages which will accrue by reason of a failure to perform any of the obligations under this Agreement. The parties further agree that an order of specific performance or for injunctive relief against a party or parties in default under the terms of this Agreement would be equitable and would not work a hardship on the defaulting party or parties. The plaintiff's remedies will be cumulative and the plaintiff will be entitled to exercise any and all rights and remedies available to the plaintiff in law or in equity. 7.3. VALIDITY OF PROVISIONS; SEVERABILITY. Provisions of this Agreement will be interpreted to be valid and enforceable under applicable law to the extent that such interpretation does not materially alter this Agreement. If any such provision becomes invalid or unenforceable under applicable law, such provision will be stricken to the extent necessary and the remainder of such provisions and the remainder of this Agreement will continue in full force and effect. 7.4. ENTIRE AGREEMENT; AMENDMENT. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. All prior and contemporaneous agreements, discussions or understandings, whether oral or written, are expressly superseded by this Agreement and are null and void. This Agreement may not be modified or amended except in writing signed by all of the parties. All references in this Agreement to "he," "him and "his" shall be interpreted to also apply to the feminine or neuter genders. 7.5. FURTHER ASSURANCES. Each party agrees to perform, or cause to be performed, such further acts and deeds and agrees to execute and deliver, or cause to be executed and delivered, such additional or supplemental documents and instruments as may be reasonably required to effect the transactions contemplated by this Agreement. 7.6. GOVERNING LAW. This Agreement and the legal relations created by it will in all respects, including, without limitation, construction, interpretation, performance, effect and remedies, be governed by and construed in accordance with the internal laws of the State of Minnesota without regard to the laws of conflict of any jurisdiction. 7.7. HEADINGS. The headings of sections of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. 7.8. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together constitute one and the same instrument. 7.9. NO BROKERAGE FEE. Buyers and Seller mutually represent that no brokers or finders have been retained or engaged in order to facilitate the transaction contemplated by this Agreement. IN WITNESS WHEREOF, the parties duly executed this Stock Purchase Agreement effective as of the date first written above.
SELLER BENEFICIARIES Norton Charitable Remainder Unitrust dated June 18, 1996 /s/ Howard Bruce Norton Howard Bruce Norton By /s/ Howard Bruce Norton Howard Bruce Norton, Trustee /s/ Ruby Lee Norton By /s/ Ruby Lee Norton Ruby Lee Norton Ruby Lee Norton, Trustee BUYERS /s/ James Barnard, Sr. /s/ William P. O'Reilly James Barnard, Sr. William P. O'Reilly Broadland Capital Partners L.P. /s/ Steven A. Odom By /s/ Broadland Capital Partners L. P. Steven A. Odom /s/ Patrick J. Dirk /s/ Peter Sugar Patrick J. Dirk Peter Sugar /s/ Arthur R. Geiger /s/ Morgan Q. & Cynthia Webb Payne Arthur R. Geiger Morgan Q. & Cynthia Webb Payne, JTWROS /s/ Henry Kraus /s/ Gerald Phillips Henry Kraus Gerald Phillips /s/ Jeff Kukes /s/ Stephen E. Raville Jeff Kukes Stephen E. Raville /s/ Clunet R. Lewis /s/ Thomas G. Scavone Clunet R. Lewis Thomas G. Scavone /s/ Jerry McAndrews /s/ Paul R. Swanson Jerry McAndrews Paul R. Swanson /s/ Thomas F. Madison /s/ Jack Traynor Thomas F. Madison Jack Traynor Aurum Group L.P. /s/ Mack V. Traynor III Mack V. Traynor III By /s/ Aurum Group L.P. /s/ Robert D. O'Reilly Robert D. O'Reilly /s/ Richard Gagon Richard Gagnon /s/ Ethel Ware Carter Ethel Ware Carter
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