-----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, QZ1zNIS94NSg2w2Ra4QwGuVDcy2Zhl+d0CXWooQLKAXrd9VYtqA3N/Igb15v0uov hpmnbhGiAhJKS1bRoEI2uQ== 0000950133-99-002335.txt : 19990701 0000950133-99-002335.hdr.sgml : 19990701 ACCESSION NUMBER: 0000950133-99-002335 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990630 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL REGISTRY INC CENTRAL INDEX KEY: 0000847555 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 954346070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42397 FILM NUMBER: 99656864 BUSINESS ADDRESS: STREET 1: 2502 ROCKY POINT DR STREET 2: SUITE 100 CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 8136360099 MAIL ADDRESS: STREET 1: 11831 30TH CT N CITY: ST. PETERSBURG STATE: FL ZIP: 33716 FORMER COMPANY: FORMER CONFORMED NAME: TOPSEARCH INC DATE OF NAME CHANGE: 19920401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANTANGELO FRANCIS R /BD CENTRAL INDEX KEY: 0000319594 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10926 TAWARISK TRAIL CITY: BOYTON BEACH STATE: FL ZIP: 33436 BUSINESS PHONE: 4077340470 MAIL ADDRESS: STREET 1: 10926 TAWARISK TRAIL CITY: BOYTON BEACH STATE: FL ZIP: 33436 FORMER COMPANY: FORMER CONFORMED NAME: SANTANGELO FRANCIS R /BD DATE OF NAME CHANGE: 19981222 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 3 THE NATIONAL REGISTRY INC. -------------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 63735L 10 3 ----------- (CUSIP Number) Francis R. Santangelo 10926 Tamarisk Trail Boyton Beach, Florida 33436 (407) 734-0470 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 25, 1999 ------------- (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 [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Page 1 of 6 2 CUSIP No. 63735L 10 3 - --------------------- - -------------------------------------------------------------------------------- (1) Name of Reporting Persons S.S. or I.R.S. Identification No. of Above Persons Francis R. Santangelo ###-##-#### - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) [X] of a Group (See Instructions) (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds OO - -------------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings [ ] is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Francis R. Santangelo -- individual citizen of the United States - -------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially Owned 0 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 10,415,431 -------------------------------------------------- (9) Sole Dispositive Power 1,558,376 -------------------------------------------------- (10) Shared Dispositive Power 0 -------------------------------------------------- - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 10,415,431 shares - -------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) [X] Excludes Certain Shares - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 62% - -------------------------------------------------------------------------------- (14) Type of Reporting Person Francis R. Santangelo -- IN Page 2 of 6 3 Francis J. Santangelo hereby amends his Schedule 13D as filed on March 23, 1995, and as amended by amendment No. 1 filed on April 20, 1995 and amendment No. 2 filed on December 23, 1998 (as amended the "Schedule 13D") with respect to the Common Stock, par value $.01 per share ("Common Stock") of The National Registry Inc., a Delaware company (the "Company" or "NRI"). Capitalized terms which are not defined in this amendment shall have the meaning ascribed to such terms in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. The Schedule 13D is amended by adding the following to the end of Item 4: On June 25, 1999, RMS, Forstmann and Santangelo entered into the First Amended and Restated Stockholders' Voting Agreement (the "First Amended and Restated Voting Agreement") which amended and restated the Voting Agreement in its entirety. Under the First Amended and Restated Voting Agreement, Forstmann and Santangelo agreed to vote in tandem with and in like manner as and as directed by RMS for the election of directors of NRI and on all other matters which may be presented to the stockholders of NRI. In addition, for so long as Forstmann beneficially owns at least two percent (2%) of the Common Stock, Forstmann shall be entitled to designate one nominee reasonably acceptable to RMS to the Board of Directors of NRI and RMS is required to vote all the NRI voting securities beneficially owned by RMS in favor of such nominee. The First Amended and Restated Voting Agreement will terminate upon the consummation of (a) the sale of greater than fifty percent (50%) of the Common Stock to a person other than RMS, Forstmann or Santangelo, (b) the sale of substantially all the assets of NRI to a person in which RMS does not benefically own fifty percent (50%) or greater of the voting securities of such person, or (c) the merger of NRI and another person not an affiliate of NRI and in which RMS does not beneficially own twenty-five percent (25%) or greater of the voting securities of such person. In addition, in the event that RMS, Forstmann or Santangelo ceases to beneficially hold in the aggregate fifty percent (50%) of the total amount of Common Stock owned by each person (as the case may be) as of June 25, 1999, the First Amended and Restated Voting Agreement terminates with respect to such person. The First Amended and Restated Voting Agreement similarly terminates if only one stockholder remains a party to the First Amended and Restated Voting Agreement due to the operation of the provision described in the previous sentence. Page 3 of 6 4 The description of the First Amended and Restated Stockholders' Voting Agreement contained herein is qualified in its entirety by reference to the complete text of such agreement attached hereto as Exhibit 1 and incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The Schedule 13D is amemded by adding to the end of Item 5: On June 25, 1999, RMS, Forstmann and Santangelo entered into the First Amended and Restated Voting Agreement which amended and restated the Voting Agreement in its entirety. The execution of the First Amended and Restated Voting Agreement does not alter the description of deemed beneficial ownership described in paragraph (a) of this Item 5. Page 4 of 6 5 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 -- First Amended and Restated Stockholders' Voting Agreement dated as of June 25, 1999 Page 5 of 6 6 SIGNATURES 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. /s/ FRANCIS R. SANTANGELO June 25, 1999 ---------------------------- Francis R. Santangelo Page 6 of 6 EX-1 2 FIRST AMENDED AND RESTATED VOTING AGREEMENT 1 FIRST AMENDED AND RESTATED STOCKHOLDERS' VOTING AGREEMENT THIS FIRST AMENDED AND RESTATED STOCKHOLDERS' VOTING AGREEMENT (the "Agreement") dated as of June 25, 1999 ("Effective Date"), is being entered into by and among RMS Limited Partnership ("RMS"), a Nevada limited partnership, Francis R. Santangelo ("Santangelo") and J. Anthony Forstmann ("Forstmann" and together with RMS and Santangelo are the "Shareholders" and individually a "Shareholder"). WITNESSETH WHEREAS, the Shareholders are parties to that certain Stockholders' Voting Agreement ("Voting Agreement") dated March 14, 1995 concerning certain voting arrangements with respect to shares of common stock ("Common Stock"), par value $0.01 per share, of The National Registry Inc. ("NRI"), a Delaware corporation, and certain options ("Options") to acquire such Common Stock; WHEREAS, RMS and Santangelo acquired certain shares of Series "C" Convertible Preferred Stock ("Preferred Stock") of NRI pursuant to a Stock Purchase Agreement dated as of December 17, 1998 and converted such shares into shares of Common Stock; WHEREAS, as of the date hereof, Santangelo owns of record 1,308,377 shares of Common Stock and Options to acquire 249,999 additional shares of Common Stock, Forstmann owns of record 583,333 shares of Common Stock and Options to acquire 117,917 additional shares of Common Stock and RMS owns of record 8,080,805 shares of Common Stock; and WHEREAS, the Shareholders desire to enter into this Agreement, which amends and restates the Voting Agreement in its entirety; NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this agreement, the parties hereto hereby agree as follows: 1. Tandem Voting. Subject to Section 2 below, each of Santangelo and Forstmann (on behalf of itself and each Affiliate of such Shareholder that may acquire such Voting Shares on or after the date hereof) agrees to vote in tandem with and in like manner as and as directed by RMS (or its designee) for the election of directors of NRI and on all other matters which may be presented at any meeting of the shareholders of NRI or with respect to which the consent of the shareholders of NRI is sought. RMS shall provide written notice to each Santangelo and Forstmann on or prior to the time of a vote for the election of directors of NRI or on any other matters which may be presented at any meeting of the shareholders of NRI or as to which the consent of the shareholders of NRI is sought. Such notice shall state how such Shareholder shall vote on such matter or the consent required of such Shareholder. 2 2. Director Designee. (a) RMS hereby agrees to vote the Voting Shares (as hereinafter defined) in favor of one nominee selected by Forstmann ("Director Designee"), and reasonably acceptable to RMS, for election to the board of directors of NRI. (b) If at any time Forstmann shall notify RMS of his desire to have his Director Designee removed, RMS shall vote all of the Voting Shares for the removal of such Director Designee and shall undertake all other reasonable actions, at Forstmann's expense, permitted under applicable law for the removal of such Director Designee. (c) In the event that the Director Designee ceases to serve for any reason whatsoever, RMS shall vote all of the Voting Shares for the election of a new Director Designee and shall undertake all other reasonable actions, at Forstmann's expense, permitted under applicable law for the election of such Director Designee. 3. Termination. (a) In the event that Forstmann or his Affiliates cease to hold, in aggregate, at least 2% (two percent) of the issued and outstanding Common Stock, then Section 2 herein shall cease to apply and the Shareholders and their respective Affiliates shall be released from any obligations thereunder. (b) In the event that (i) more than 50% (fifty percent) of the issued and outstanding Common Stock is sold to any Person or "group", as such term is defined under the Securities Exchange Act of 1934, as amended, other than any of the Shareholders, (ii) NRI sells substantially all of its assets to any Person, other than to an Affiliate, and RMS and its Affiliates hold less than 50% (fifty percent) of the voting interest of such Person or (iii) NRI merges with any Person, other than with an Affiliate, and RMS and its Affiliates hold in the aggregate less than 25% (twenty five percent) of the voting interest of such Person, then in each case this Agreement shall terminate as of the date of consummation of any such transaction. (c) In the event that any Shareholder ceases to hold at least 50% (fifty percent) of the Common Stock (including any Common Stock which may be received upon conversion or exchange of any other security of NRI) that such Shareholder holds on the date hereof, then this Agreement shall terminate with respect to such Shareholder and such Shareholder shall be released from all obligations hereunder. If, by the operation of the this Section 3(c), only one Shareholder shall be bound by the terms and conditions of this Agreement, then this Agreement shall terminate as of such date. 2 3 4. Notice Provisions. All notices or communications required to be given by any Person pursuant to this Agreement shall be effected in writing either by personal delivery or by registered or certified mail, postage prepaid with return receipt requested to the addresses indicated below: If to Forstmann: J. Anthony Forstmann 7 Beverly Park Beverly Hills, CA 90210 With a copy to: Kaye, Scholer, Fierman, Hays & Handler 1999 Avenue of the Stars Suite 1600 Los Angeles, California 90067 Attention: Barry L. Dastin, Esq. If to RMS: RMS Limited Partnership 201 West Liberty Street PO Box 281 Reno, NV 89504 Attn: C. Thomas Burton With a copy to: Thomas J. Egan, Jr., Esq. Baker & McKenzie, Suite 900 815 Connecticut Avenue, NW Washington, DC 20006 If to Santangelo: Francis R. Santangelo 10926 Tamarisk Trail Boyton Beach, FL 33436 5. Owner of Shares. Each party to this Agreement may deem and treat the person in whose name shares of securities are registered in the stock books of NRI as the owner thereof for all purposes, including without limitation, for giving of notices under this Agreement. 3 4 6. Legend. A copy of this Agreement shall be filed with the Secretary of NRI and shall be kept at its principal executive office. Upon the execution of this Agreement, each of the parties thereto shall cause each certificate representing shares of voting securities now or hereafter owned by it to carry a legend as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THE FIRST AMENDED AND RESTATED STOCKHOLDERS' VOTING AGREEMENT, DATED AS OF JUNE 25, 1999. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICES OF THE COMPANY. 7. Complete Agreement. This is the complete agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect thereto. There are no representations, warranties, covenants, conditions, terms, agreements, promises, understandings, commitments or other arrangements with respect to the subject matter hereof other than those expressly set forth herein. 8. Governing Law. This agreement shall be governed by, construed under and enforced in accordance with the laws of the State of Delaware without regard to any conflict of law principles thereof. 9. Binding Agreement; Successors. This agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and each of their respective successors, assigns, heirs and other representatives. 10. Headings. The section headings herein are for reference purposes only and shall not affect in any way, the meaning or interpretation of this agreement, nor are they deemed to constitute a part of this Agreement. 11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 12. Attorneys' Fees. In any action or proceeding brought to enforce any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable and actual attorneys' fees (including any such fees incurred in connection with enforcement of any judgments) in addition to its or his costs and expenses and other available remedies. 13. Waiver; Amendment. Any waiver of an provision or breach of this Agreement must be in writing, executed by the waving party. No waiver of any provision or breach of this Agreement shall be a waiver of any other provision or breach of this Agreement or any subsequent breach. Any amendment or modification of this Agreement must be in writing and executed by all of the parties hereto. 4 5 14. Specific Performance. Each of the parties hereto acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of this Agreement by a party hereto and that any such breach would cause the other party hereto irreparable harm. Accordingly, each party hereto agrees that in the event of any actual or threatened beach of this Agreement by any party hereto, the other parties hereto shall be entitled to specific performance. Such remedy shall not be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other remedies available at law or equity to such party. 15. Interpretation of Agreement. This Agreement shall be construed in its entirety, with no emphasis or meaning being given to the headings or captions utilized in this Agreement or the placement of the various provisions. 16. Definitions. The following capitalized terms shall have the meanings set forth below: (a) "Affiliate" means, with respect to any specified Person, (i) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person or (ii) any other Person that owns, directly or indirectly, 5% or more of such specified Person's voting stock or any executive officer or director of any such specified Person or other Person or, with respect to any natural Person, any Person having a relationship with such Person by blood, marriage or adoption not more remote than first cousin. For the purposes of this definition, "control," when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. For purposes of this Agreement, no Shareholder shall be deemed to be an Affiliate of any other Shareholder. (b) "Person" means any individual, corporation, limited liability company, partnership, joint venture, association, trust, or unincorporated organization. (c) "Voting Shares" shall mean shares of NRI's Common Stock, Options, Preferred Stock or any other voting securities of NRI held on or after the Effective Date by any Shareholder or its Affiliate, plus all voting securities hereinafter attributable to such shares or received or receivable in respect thereof by way of stock splits or stock dividends, recapitalization or liquidation of the NRI or merger or consolidation of the NRI with any other corporation or organization. 17. Assignment. RMS may assign the terms and conditions of this Agreement to any Affiliate that holds Voting Shares. [Remainder of Page Intentionally Left Blank] 5 6 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. /s/ J. Anthony Forstmann --------------------------- J. Anthony Forstmann /s/ Francis R. Santangelo ---------------------------- Francis R. Santangelo RMS: Limited Partnership By: Crystal Diamond, Inc. Its: Managing General Partner By:/s/ Richard W. Baker ------------------------- Name: Richard W. Baker Title: Secretary/Treasurer of Crystal Diamond, Inc. ACKNOWLEDGMENT OF FIRST AMENDED AND RESTATED STOCKHOLDERS' VOTING AGREEMENT The National Registry Inc. hereby acknowledges the existence of the foregoing First Amended and Restated Stockholders' Voting Agreement. THE NATIONAL REGISTRY INC. By: /s/ Jeffrey P. Anthony ------------------------ Name: Jeffrey P. Anthony Title: President 6 -----END PRIVACY-ENHANCED MESSAGE-----