-----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, Jo+dKCQ4qlaW/sl26KoLr+vyNfUIjOHJ7JgusFiH285/UjSdvMfitZDCNdUZn0ev CFVH2TOLG7vKwy8+br0Rtg== 0000893220-97-001073.txt : 19970523 0000893220-97-001073.hdr.sgml : 19970523 ACCESSION NUMBER: 0000893220-97-001073 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970522 SROS: NONE GROUP MEMBERS: CAPITAL SOURCE PARTNERS GROUP MEMBERS: OLIVA CARMINE T GROUP MEMBERS: SAMUEL J. OLIVA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICROTEL INTERNATIONAL INC CENTRAL INDEX KEY: 0000854852 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 770226211 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41499 FILM NUMBER: 97612979 BUSINESS ADDRESS: STREET 1: 2040 FORTUNE DR STREET 2: STE 102 CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084358520 MAIL ADDRESS: STREET 1: 2040 FORTUNE DRIVE STREET 2: STE 102 CITY: SAN JOSE STATE: CA ZIP: 95131 FORMER COMPANY: FORMER CONFORMED NAME: CXR CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OLIVA CARMINE T CENTRAL INDEX KEY: 0001036752 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4920 EAST BRICKELL STREET CITY: ONTARIO STATE: CA ZIP: 91761 BUSINESS PHONE: 9093914321 MAIL ADDRESS: STREET 1: 4920 EAST BRICKELL STREET CITY: ONTARIO STATE: CA ZIP: 91761 SC 13D 1 SCHEDULE 13D, MICROTEL INTERNATIONAL INC. 1 United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MicroTel International, Inc. (Name of Issuer) Common Stock, $.0033 par value (Title of Class of Securities) 59514K209 (CUSIP Number) Thomas P. Gallagher, Esq., Gallagher, Briody & Butler 212 Carnegie Center, Suite 402, Princeton, New Jersey 08540 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MAY 16, 1997 (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 []. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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). 2 SCHEDULE 13D CUSIP No. 59514K209 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Carmine T. Oliva 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [] 3 SEC USE ONLY 4 SOURCE OF FUNDS (see instructions) OO 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [] REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. NUMBER OF 7 SOLE VOTING POWER SHARES 1,345,796 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 498,994 REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,345,796 WITH 10 SHARED DISPOSITIVE POWER 498,994 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,844,790 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.33% 14 TYPE OF REPORTING PERSON IN 2 3 SCHEDULE 13D CUSIP No. 59514K209 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Capital Source Partners 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [] 3 SEC USE ONLY 4 SOURCE OF FUNDS (see instructions) OO 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [] REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey NUMBER OF 7 SOLE VOTING POWER SHARES - 0 - BENEFICIALLY 8 SHARED VOTING POWER OWNED BY - 0 - EACH 9 SOLE DISPOSITIVE POWER REPORTING - 0 - PERSON 10 SHARED DISPOSITIVE POWER WITH - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON PN 3 4 SCHEDULE 13D CUSIP No. 59514K209 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Samuel J. Oliva 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [] 3 SEC USE ONLY 4 SOURCE OF FUNDS (see instructions) OO 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [] REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. NUMBER OF 7 SOLE VOTING POWER SHARES 706,441 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY - 0 - EACH 9 SOLE DISPOSITIVE POWER REPORTING 706,441 PERSON 10 SHARED DISPOSITIVE POWER WITH - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 706,441 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.25% 14 TYPE OF REPORTING PERSON IN 4 5 This Amendment No. 1 amends and supplements the Schedule 13D jointly filed on April 4, 1997 by Capital Source Partners, Carmine T. Oliva, and Samuel J. Oliva with respect to the common stock, $.0033 par value of MicroTel International, Inc., reported therein. Item 2 Identity and Background. Item 2 is hereby amended and supplemented to add the following: (a) This statement is being filed jointly by Carmine T. Oliva, individually, Samuel J. Oliva, individually (collectively the "Olivas"), and Capital Source Partners ("CSP"), a New Jersey partnership. CSP directly owned, as of April 4, 1997, 2,406,358 shares of the Issuer's outstanding common stock (the "Shares") and, as of the date of filing, owns no Shares. Carmine T. Oliva directly owned 1,345,796 Shares and may have been deemed to beneficially own an additional 2,406,358 Shares on April 4, 1997. As of the date of filing, Carmine T. Oliva now directly owns 1,345,796 Shares, owns another 417,105 Shares jointly with his wife Georgeann, and may be deemed to beneficially own another 81,889 Shares held individually by his wife, Georgeann. Samuel J. Oliva directly owned 280,617 Shares and may have been deemed to beneficially own an additional 425,824 Shares as of April 4, 1997. As of the date of filing, Samuel J. Oliva now directly owns 706,441 Shares. Item 3 Source and Amount of Funds or Other Consideration. Item 3 is hereby amended and supplemented to add the following: Subsequent to the consummation of the Merger, the Issuer issued an additional 2,000,000 Shares of common stock. Thus, there are currently approximately 11,296,276 Shares of the Issuer's common stock outstanding. Item 4 Purpose of Transaction. Item 4 is hereby amended and supplemented to add the following: (a) On May 13, 1997, CSP, pursuant to the terms of an Agreement Dissolving General Partnership (the "Dissolution Agreement"), a copy of which is attached as Exhibit 3 to this Amendment to Schedule 13D, agreed to dissolve their Partnership, effective as of the close of business on the date that consents of a majority in interest of the Partners was obtained, which was May 13, 1997. 5 6 Pursuant to the terms of the Dissolution Agreement, on or about May 16, 1997, the 2,406,358 aggregate Shares of the Issuer's outstanding common stock were distributed to each General Partner of CSP, according to his, her or its percentage interest in the partnership. Accordingly, as of May 16, 1997, the date of the transfer of Shares, CSP no longer owns any Shares of the Issuer, Carmine T. Oliva directly owns 1,345,796 Shares and, together with his wife, Georgeann, jointly and/or beneficially owns 498,994 Shares, for a total aggregate ownership of 1,844,790 Shares, and Samuel J. Oliva directly owns 706,441 Shares. Item 5 Interest in Securities of the Issuer. Item 5 is hereby amended and supplemented to add the following: (a) With the consummation of both the Merger and the Regulation S transaction, there are 11,296,276 Shares of the Issuer's Common Stock outstanding. Pursuant to the terms of the Dissolution Agreement, CSP no longer owns any Shares of the Issuer's common stock. Carmine T. Oliva directly owns 1,345,796 Shares, owns 417,105 Shares jointly with his wife, Georgeann Oliva and may be deemed to beneficially own another 81,889 Shares, held individually by his wife Georgeann, being 1,844,790 Shares in the aggregate or 16.33%. Samuel J. Oliva directly owns 706,441 Shares, or 6.25%. (b) Carmine T. Oliva jointly owns 417,105 Shares with his wife, Georgeann Oliva, and may be deemed to beneficially own another 81,889 Shares, held individually by his wife, Georgeann, and thus shares voting and dispositive powers regarding the same. (c) Other than the Shares acquired in the Merger and pursuant to the Dissolution Agreement, CSP and the Olivas did not effect any transactions in the Common Stock of the Issuer during the past sixty (60) days. (d) Not applicable. (e) CSP ceased to be a beneficial owner of the Shares on May 16, 1997. 6 7 Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 is hereby amended and supplemented to add the following information: See Item 4. Item 7 Material to be Filed as Exhibits. Item 7 is hereby amended and supplemented to add the following information: Exhibit 3 - Agreement Dissolving General Partnership (certain exhibits and attachments omitted). 7 8 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. Dated: May 22, 1997 /s/ Carmine T. Oliva -------------------- Carmine T. Oliva 8 9 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. Dated: May 22, 1997 /s/ Samuel J. Oliva --------------------- Samuel J. Oliva 9 10 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. Dated: May 22, 1997 /s/ Carmine T. Oliva ----------------------------- Carmine T. Oliva, Former Managing Partner of Dissolved Capital Source Partners 10 EX-3 2 AGREEMENT DISSOLVING GENERAL PARTNERSHIP 1 Exhibit 3 AGREEMENT DISSOLVING GENERAL PARTNERSHIP THIS AGREEMENT is made as of May 13, 1997, by and between CARMINE T. OLIVA, residing at 80 Brandywyne Drive, Florham Park, New Jersey 07932 (the "Managing General Partner") and the individuals identified as General Partners of Capital Source Partners, a New Jersey general partnership, on Exhibit A annexed hereto, and made a part hereof. ARTICLE I. RECITALS DESCRIPTION OF PARTNERSHIP 1.01 The Managing General Partner and a majority of the General Partners (collectively referred to as the "Partners" and listed on Exhibit A annexed hereto) have been and now are all of the Partners of a business engaged in all lawful purposes authorized under New Jersey law under the firm name of Capital Source Partners ("CSP") at 4290 East Brickell Street, Ontario, California 91761. PARTNERSHIP AGREEMENT 1.02 The Partners entered into the Partnership and have continued in partnership under the provisions of a written agreement dated December 7, 1992 ("Partnership Agreement"), a copy of which is attached to this Agreement as Exhibit B and incorporated by reference in this Agreement. DESIRE TO DISSOLVE 1.03 Pursuant to Section 13.1(a) of the Partnership Agreement, the Partners now desire to dissolve the Partnership and liquidate its affairs pursuant to a plan by which the Managing General Partner sells all of the assets of the Partnership and distributes to the Partners any proceeds remaining after the payment of all liabilities of the Partnership. ARTICLE II. DISSOLUTION EFFECTIVE DATE 2.01 The Partners agree to dissolve their Partnership, effective at the close of business on the date that consents of a majority in interest of the Partners is obtained, and shall thereafter promptly liquidate and wind-up the affairs of the Partnership. 2 NOTICE OF DISSOLUTION 2.02 The Partners shall cause a notice of the dissolution to be published at least once in a newspaper of general circulation in all counties in New Jersey where the Partnership business has been regularly carried on. TERMINATION OF BUSINESS 2.03 Except for the purpose of carrying out the winding up and liquidation of the business of the Partnership, no Partner shall transact any further business nor incur any further obligations on behalf of the Partnership after the date of this Agreement. CERTIFICATE OF DISSOLUTION 2.04 The Partners shall cause a Certificate of Dissolution to be filed with the County Clerk in each county in New Jersey where the Partnership has filed any statement or certificate pertaining to its use of any business name or trade name. ARTICLE III. LIQUIDATION ACCOUNTING 3.01 Immediately following the dissolution of the Partnership, the Partners shall cause an accounting to be made of all of the assets, liabilities, and net worth of the Partnership as of the effective date of the dissolution. DISCLOSURE 3.02 Except as disclosed in the books and records of the Partnership, each of the Partners represents and warrants that he, she or it had not previously contracted any liability that can or may charge the Partnership or the other party, nor has he, she or it received or discharged any of the credits, moneys, or effects of the Partnership. SETTLING ACCOUNTS 3.03 On completion of the accounting, the Partners shall pay all of the liabilities of the Partnership, although the Managing General Partner may maintain an appropriate reserve in the amount he determines for any contingent liability until the contingent liability is satisfied. Any balance of the reserve shall be distributed together with any other sum remaining after payment of the outstanding Partnership liabilities to the Partners as their interest appears on Exhibit A. 2 3 APPOINTMENT OF LIQUIDATING PARTNER 3.04 The Managing General Partner is appointed as the liquidating partner to carry out the terms and conditions of the Agreement. INSPECTION OF BOOKS AND RECORDS 3.05 Each Partner shall have the right, directly or through his, her or its representative, at all reasonable times, to examine the books and pertinent records of the Partnership to establish and enforce his, her or its rights under this Agreement. ARTICLE IV. CONSTRUCTION PROVISIONS GOVERNING LAW 4.01 This Agreement shall be governed by and construed in accordance with the laws of New Jersey. OTHER INSTRUMENTS 4.02 The Partners covenant and agree that they will execute any other instruments and documents that are or may become necessary or convenient to carry out this Agreement. HEADINGS 4.03 The headings used in this Agreement are used for administrative purposes only and are not to be considered in construing the terms of this Agreement. PARTIES BOUND 4.04 This Agreement shall be binding on, and inure to the benefit of, the Partners and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. STRICT CONSTRUCTION 4.05 This Agreement shall not be strictly construed against any Partner. SEVERABILITY 4.06 If any provision of this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be 3 4 construed as if the invalid, illegal, or unenforceable provision had never been contained in this Agreement. COUNTERPARTS 4.07 This Agreement may be executed in any number of counterparts and each of the counterparts shall for all purposes be deemed to be an original. PRIOR AGREEMENTS SUPERSEDED 4.08 This Agreement supersedes any prior understandings or written or oral agreements between the Partners respecting the subject matter of this Agreement, including the Partnership Agreement, to the extent that the understanding or agreement conflicts with any provision contained in this Agreement. SURVIVAL OF REPRESENTATIONS AND WARRANTIES 4.09 The representations and warranties set forth in this Agreement shall be continuous and shall survive the taking of any accounting and the dissolution and winding-up of the Partnership as contemplated by this Agreement. Dated: May 13, 1997 MANAGING GENERAL PARTNER /s/ Carmine T. Oliva ----------------------------------- Carmine T. Oliva GENERAL PARTNERS: See Attached Consents 4 5 EXHIBIT A
Name of % Interest in General Partner General Partnership --------------- ------------------- Mary L. & Hugh Gillespie 1.7015% Sandra Farndell 4.2878% Bill Y. Wong .2041% S. Fujii .6806% Robert B. Runyon 4.0836% Andrew M. Wallerstein .3403% Albert F. Ford III, Trustee for 3.6072% Albert F. Ford II Trust David A. Barrett 3.6072% David A. Barrett, Trustee for .2722% Albert F. Ford, III Trust David A. Barrett, Trustee for .2722% William A. Ford Trust David A. Barrett, Trustee for .2722% David A. Barrett, Jr. Trust David A. Barrett, Trustee for .2722% Elizabeth C. Barrett Trust David A. Barrett, Trustee for .2722% Jennifer P. Barrett Trust Samuel J. Oliva 17.695% Ronald P. and Betty J. Oliva 3.6072% Carmine T. and Georgann Oliva 17.334% Graham Jeffries .1361% Gallant Thein .6806% Leslie Group, Inc. 3.0627% Louis Bernat 1.3612% Richard Gesoff 1.0209% William J. and Bevelry J. .3403% Miller Philip M. Colicchio .2382%
5 6
Name of % Interest in General Partner General Partnership --------------- ------------------- William S. Papazian .2382% Kevin M. Briody 1.3612 Ralph S. Mason, III Trustee .3403% Ralph S. Mason Unified Credit Trust Hillel Weinberger 1.8376% Word-Tronics Corporation 1.3612% Dina Partners 3.4030% John & Virginia Connolly .3403% Ralph S. Mason, III .3403% Mason, Briody, Gallagher & .6806% Taylor Morningstar Associates II 3.4030% Thomas P. Gallagher 3.0627% Russell E. Froelich 3.4030% Gerald Unterman 4.6009% Richard Childs .8167% David A. Barrett, Trustee for .0680% Andrew A. Ford Trust Lee Javitch 1.0209% Norman B. Lipsett .5104% Donald L. Horton .6806 Lee Javitch, Trustee for the .5104% Indenture of Trust of Norman B. Lipsett, Trust Michael Baldwin .442% Howard Baldwin .442% Charlotte P. Levine 1.7015% Georgeann Oliva 3.403% Jason A. Oliva .6806%
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