-----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, FEOcqWsp9OWPwvP2FyiY1kpEhNMmIsNqO32YAtxR3iqr+3FByZSTi2DupKbte73d iiHL0Gn6Y4sE0zhV2NYIVQ== 0000943763-98-000019.txt : 19981019 0000943763-98-000019.hdr.sgml : 19981019 ACCESSION NUMBER: 0000943763-98-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981016 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRETECTOR INC CENTRAL INDEX KEY: 0000823130 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 112941299 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40751 FILM NUMBER: 98726571 BUSINESS ADDRESS: STREET 1: 262 DUFFY AVENUE CITY: HICKSVILLE STATE: NY ZIP: 11801-9068 BUSINESS PHONE: 5164334700 MAIL ADDRESS: STREET 1: 262 DUFFY AVENUE CITY: HICKSVILLE STATE: NY ZIP: 11801-9068 FORMER COMPANY: FORMER CONFORMED NAME: FIRETEK INC DATE OF NAME CHANGE: 19880804 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MIRTRONICS INC CENTRAL INDEX KEY: 0000790846 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 106 AVE RD CITY: TORONTO ONTARIO CANA STATE: A6 BUSINESS PHONE: 4169200500 SC 13D/A 1 AMENDMENT 5 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5 ) Firetector Inc. ------------------------------------------------- (Name of Issuer) Common Stock, $.001 Par Value ------------------------------------------------- (Title of Class of Securities) 318319 60 5 (Formerly 318319 40 7) ------------------------------------------------- (CUSIP NUMBER) Dennis P. McConnell, Esq. c/o Dolgenos Newman & Cronin LLP 96 Spring Street New York, New York 10012 (212) 925-2800 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 17, 1998 ------------------------------------------------- (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 information required in 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, as amended (the "Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. SCHEDULE 13D CUSIP No. 318319 60 5 Page 2 of 7 Pages - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MIRTRONICS INC. ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ---------------------------------------------------------------------- 3 SEC USE ONLY ---------------------------------------------------------------------- 4 SOURCE OF FUNDS* NA ---------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada ---------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,096,545 shares --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,096,545 shares --------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,096,545 shares ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55% ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ----------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER ------------------- The class of equity securities to which this statement relates are the shares of common stock, par value $.001 per share (the "Common Stock"), of Firetector Inc., a Delaware corporation (the "Company"), which has its principal executive offices at 62 Duffy Avenue, Hicksville, New York 11801. On September 24, 1998, the Company effected a one for three (1:3)reverse split of the Common Stock which is reflected in the numbers reported herein. ITEM 2. IDENTITY AND BACKGROUND ----------------------- This statement is filed on behalf of Mirtronics Inc. ("Mirtronics")an Ontario corporation which has its principal business address at: 106 Avenue Road Toronto, Ontario Canada M5R 2H3 Mirtronics is a holding company with interests in a variety of operating companies. Set forth on Schedule A is the information required by Item 2 of Schedule 13D concerning each executive officer, director and control person of each of the Reporting Persons. Neither the Reporting Person nor any of the persons listed on Schedule A has, during the last five years, been convicted in any criminal proceeding and has not and is not subject to any judgment, decree or final order as a result of any civil proceeding, 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. Sutton Management Ltd., Mark I. Litwin and Risa Litwin, previously reported as control persons of Mirtronics, are no longer control persons as a result of Sutton's reduced holdings of Mirtronics common stock. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION ------------------------------------------------- On February 17, 1998, Mirtronics entered into a Securities Exchange Agreement with Firetector whereby Mirtronics exchanged its right to acquire 1,840,000 shares of Common Stock at an exercise price of $.30 per share for 1,190,000 fully paid shares of Common Stock. Mirtronics also agreed to exchange 675,000 shares of Firetector's Class A, Series 1 Preference Shares (the "Preference Shares") and $170,000 of indebtedness owed by Firetector to Mirtronics, for two new promissory notes; the first with a face value of $620,000 ("Note A") and the second with a face value of $225,000. Each note is payable on demand and bears interest at a rate of 10% per annum. Note A may be converted into up to 1,240,000 shares of Common Stock, pursuant to the terms of the Amended Debt/Equity Agreement of the same date. The Preference Shares were convertible into 1,350,000 shares of Common Stock, pursuant to the terms and conditions of a Debt/Equity Agreement by and between the parties. ITEM 4. PURPOSE OF THE TRANSACTION -------------------------- The reported transaction simplifies the Company's capital structure and reduces the average weighted number of common shares and dilutive common shares by an aggregate of 1,100,000 shares - approximately 15%, thereby eliminating a significant overhang on the market for the common stock which diluted and confused earnings presentations. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER ------------------------------------ (a) Amount Beneficially Owned: (i) Mirtronics is the beneficial owner of 1,096,545 shares of Common Stock, which represents 55% of the Common Stock that would be issued and outstanding. (b) Number of shares as to which such person has: (i) Sole power to vote or direct the vote : 1,096,545 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct disposition 1,096,545 (iv) Shared power to dispose or to direct disposition: 0 (c) Other than the transactions detailed in ITEM 4. above, Reporting Person has not effected any transactions in the Common Stock in the past 60 days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER ---------------------------------------- See ITEM 4. above. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS -------------------------------- 1. Securities Exchange Agreement, dated as of February 17, 1998, by and between Firetector Inc. and Mirtronics Inc. 2. Amended Debt/Equity Agreement, dated as of February 17, 1998, by and between Firetector Inc. and Mirtronics Inc. SIGNATURES ---------- After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Pursuant to Rule 13d-1(k)(1), we agree that this statement is filed on behalf of each of us. Dated: October 16, 1998 MIRTRONICS INC. By: /S/DANIEL S. TAMKIN ------------------------------- Daniel S. Tamkin, Vice President SCHEDULE A I. Mirtronics A. Directors 1. Mark I. Litwin Business Address: 106 Avenue Road Toronto, Ont., Canada M5R 2H3 Principal Business Occupation: President, Mirtronics Inc. Citizenship: Canadian 2. Henry Schnurbach Business Address: 195 Rexdale Blvd Rexdale, Ont., Canada M5R 2H3 Principal Business Occupation: President, Polyair Inter Pack Inc. Citizenship: Canadian 3. Alan Kornblum Business Address: 600 Clayson Road North York, Ont., Canada M9M 2H2 Principal Business Occupation: President, Distinctive Designs Furniture Inc. Citizenship: Canadian 4. Fred A. Litwin Business Address: 106 Avenue Road Toronto, Ont.,Canada M5R 2H3 Principal Business Occupation: Executive Citizenship: Canadian 5. Tony Falbo Business Address: 8111 Jane Street Vaughan, Ont., Canada L4K 4L7 Principal Business Occupation: President, Guardia Industries, Inc. Citizenship: Canadian 6. Irwin Singer Business Address: 24 Hazelton Avenue Toronto, Ont., Canada M5R 2E2 Principal Business Occupation: Barrister & Solicitor Citizenship: Canadian 7. Morton Litwin Business Address: 1150 Sheppard Ave. West Downsview, Ont., Canada M3K 2B5 Principal Business Occupation: Sales agent, The Cambridge Towel Corporation Citizenship: Canadian B. Executive Officers 1. Mark I. Litwin - President See I(A)1 2. Daniel S. Tamkin - Vice President Business Address: 106 Avenue Road Toronto, Ont., Canada M5R 2H3 Principal Business Occupation: Executive Vice President, Forum Financial Corp. Citizenship: American 3. Stan Abramowitz - Secretary Business Address: 106 Avenue Road Toronto, Ont., Canada M5R 2H3 Principal Business Occupation: Chief Financial Officer, Forum Financial Corp. Citizenship: Canadian C. Control Person - none -----END PRIVACY-ENHANCED MESSAGE-----