-----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, Rdb6MvD7cBgZuUY967OgCc2hvX/zzcMsAbec7F14dO1zkjSq3oftfoHJGy1Yie78 jw9+c9WaNWycRKnWUHSAbA== 0000950128-96-000337.txt : 19960612 0000950128-96-000337.hdr.sgml : 19960612 ACCESSION NUMBER: 0000950128-96-000337 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960607 SROS: AMEX GROUP MEMBERS: JONATHAN COREY ROCKWELL TRUST GROUP MEMBERS: ROCKWELL VENTURE CAPITAL INC GROUP MEMBERS: S. KENT ROCKWELL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASTROTECH INTERNATIONAL CORP /NEW CENTRAL INDEX KEY: 0000835759 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS REPAIR SERVICES [7600] IRS NUMBER: 251570579 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31883 FILM NUMBER: 96578462 BUSINESS ADDRESS: STREET 1: TWO CHATHAM CTR STE 240 CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 4123911896 MAIL ADDRESS: STREET 2: 960 PENN AVENUE SUITE 800 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: NEW AIX CORP DATE OF NAME CHANGE: 19890319 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROCKWELL VENTURE CAPITAL INC CENTRAL INDEX KEY: 0001016331 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 960 PENN AVENUE SUITE 800 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4123911896 MAIL ADDRESS: STREET 1: 960 PENN AVENUE SUITE 800 CITY: PITTSBURG STATE: PA ZIP: 15222 SC 13D/A 1 ASTROTECH INTERNATIONAL CORP. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ASTROTECH INTERNATIONAL CORPORATION -------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------- (Title of Class of Securities) 046487104 -------------------------------------------------------------- (CUSIP Number) S. Kent Rockwell, 960 Penn Avenue, Suite 800 Pittsburgh, Pennsylvania 15222 (412) 391-1896 -------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 28, 1996 -------------------------------------------------------------- (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.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 3d-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). Total pages in Report 28 Exhibit Index at Page 13 2 Page 2 of 28 Pages
CUSIP NO. 046487104 --------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rockwell Venture Capital, Inc. I.R.S. Identification No. 25-1545032 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 1,390,052 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 1,390,052 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,390,052 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.1% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 046487104 Page 3 of 28 Pages --------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON S. Kent Rockwell Social Security No. ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER 1,412,152 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 1,412,152 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,412,152 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3% 14 TYPE OF REPORTING PERSON* *SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 046487104 Page 4 of 28 Pages --------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jonathan Corey Rockwell Trust S. Kent Rockwell, Trustee Social Security Number: ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania 7 SOLE VOTING POWER None NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY None EACH REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) None 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT!
5 Page 5 of 28 Pages The reporting Persons hereby amend their Schedule 13 D ("Schedule 13 D") originally filed on or about June 24, 1991, by amending the following Items thereof, Items 1, 2, 5 and 6 (all the terms used in this Amendment No. 1 to Schedule 13 D, which are defined in Schedule 13 D, are used herein with the same meaning unless otherwise defined herein or required by the context). ITEM NO. 1. SECURITIES AND ISSUER. This statement relates to the Common Stock, $.01 par value per share (the "Common Stock"), of Astrotech International Corporation, a Delaware corporation ("Astrotech"). The address of the principal executive offices of Astrotech is 960 Penn Avenue, Suite 800, Pittsburgh, PA 15222. ITEM NO. 2. IDENTITY AND BACKGROUND. This statement is being filed by Rockwell Venture Capital, Inc., a Delaware corporation (the "Company") having its offices at 960 Penn Avenue, Suite 700, Pittsburgh, PA 15222, the Jonathan Corey Rockwell Trust, S. Kent Rockwell Trustee, and by S. Kent Rockwell, an individual whose business address is 960 Penn Avenue, Suite 800, Pittsburgh, PA 15222. The principal business of the Company is venture capital and the acquisition and sale of securities. The present principal occupation of Mr. Rockwell is Chairman, Chief Executive Officer and Chief Financial Officer of Astrotech. Mr. Rockwell is the Chief Executive Officer, Sole Shareholder and Sole Director of the Company. Mr. Rockwell is the sole executive officer of the Company. 6 Page 6 of 28 Pages Prior to the acquisition by Mr. Rockwell of all of the outstanding shares of capital stock of the Company in February 1993, from the Jonathan Corey Rockwell Trust, (the "Trust"), the Sole Shareholder of the Company was the Trust and Mr. Rockwell was the Sole Trustee of the Trust. As a result of this transaction, the Trust no longer has any interest in the Company and accordingly, disclaims any beneficial interest in the Common Stock. During the last five years, neither the Company, the Trust nor Mr. Rockwell has been convicted in a criminal proceeding (excluding traffic violation or similar misdemeanors). During the last five years, neither the Company, the Trust or Mr. Rockwell was 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. Mr. Rockwell is a citizen of the United States. ITEM NO. 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. This statement relates to the disposition of 95,000 shares of Common Stock by the Company, during the five business day period ended May 28, 1996, at 7 Page 7 of 28 Pages an average price per share of $7.45. The disposition of the 95,000 shares of Common Stock was made in compliance with the provisions of Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended. Except for the disposition of the Common Stock referred to above neither the Company, the Trust nor Mr. Rockwell has effected any transaction in the Common Stock during the past 60 days. The Company has currently pledged all of its Common Stock in a margin account with Rauscher, Pierce, Refsnes, Inc., First City Tower, 1001 Fannin, Suite 700, Houston, TX 77002. ITEM NO. 5. INTEREST AND SECURITIES OF THE ISSUER. As of May 28, 1996, the Company owned beneficially 1,390,052 shares of Common Stock or approximately 14.1% of the 9,840,206 shares of Common Stock outstanding (as reported in Astrotech's quarterly report on Form 10-Q for the period ended March 31, 1996). The Company holds the power to vote and the power to direct the disposition of the shares of Common which it owns. As of May 28, 1996, Mr. Rockwell individually owned 22,100 shares of Common Stock or less than 1% of the 9,840,206 shares of Common Stock outstanding, as to which he holds both the power to vote and the power of disposition. Mr. Rockwell also holds options to purchase 67,000 shares of Common Stock pursuant to options granted under Astrotech's Stock Option Plans. (See Item No. 6.) By virtue of his position as Sole Stockholder, Sole 8 Page 8 of 28 Pages Director and Chief Executive Officer of the Company, as of May 28, 1996, Mr. Rockwell indirectly owned beneficially the shares of Common Stock which are owned by the Company, thus resulting in his having owned beneficially, as of such date, 1,412,152 shares of Common Stock or approximately 14.3% of the 9,840,206 shares of Common Stock outstanding. Mr. Rockwell holds the power to direct the disposition of the shares of Common Stock. Except for the disposition of the Common Stock pursuant to the transaction reported hereunder, neither the Company, the Trust nor Mr. Rockwell has effected any transaction in the Common Stock during the past 60 days. In February 1993, the Trust ceased to be the beneficial owner of any shares of Common Stock. ITEM NO. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONS WITH RESPECT TO SECURITIES OF THE ISSUER. Astrotech maintains Employee Stock Option Plans that provide that options may be granted to key employees of Astrotech or any parent or subsidiary of Astrotech, and to Directors who are also employees or consultants of Astrotech or any parent or subsidiary of Astrotech. The Stock Option Plans are intended to attract and retain key employees and consultants of outstanding competence, and to provide such employees and consultants with an incentive to achieve long-term corporate objectives by giving them an opportunity to acquire an equity interest in the Company. As of June 1996, 9 Page 9 of 28 Pages Mr. Rockwell held options to acquire 67,000 shares of Astrotech Common Stock pursuant to the Stock Option Plans. Mr. Rockwell holds options to purchase shares of Common Stock at prices per share and expiration dates as follows: Shares Price Per Share Expiration Date ------ --------------- --------------- 12,000 $1.94 10/02/98 20,000 $1.25 10/30/99 10,000 $4.25 11/11/02 10,000 $3.25 08/25/03 15,000 $2.75 10/04/04 10 Page 10 of 28 Pages SIGNATURE PAGE 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: June 7, 1996 /s/ S. KENT ROCKWELL ------------------------------ By: S. Kent Rockwell President of Rockwell Venture Capital, Inc. 11 Page 11 of 28 Pages SIGNATURE PAGE 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: June 7, 1996 /s/ S. KENT ROCKWELL ----------------------------- By: S. Kent Rockwell Trustee The Jonathan Corey Rockwell Trust 12 Page 12 of 28 Pages SIGNATURE PAGE 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: June 7, 1996 /s/ S. KENT ROCKWELL ------------------------- By: S. Kent Rockwell 13 EXHIBIT DESCRIPTION PAGE NO. ------- ----------- -------- A Schedule 13 D filed on June 24, 1991 on 13 behalf of Rockwell Venture Capital, Inc.; The Jonathan Corey Rockwell Trust; and S. Kent Rockwell* - --------- * This Schedule 13 D is a restatement of the entire text of the original Schedule 13 D filed by the Reporting Persons on June 24, 1991. 14 EXHIBIT A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _____)* ASTROTECH INTERNATIONAL CORPORATION -------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------- (Title of Class of Securities) 046487104 -------------------------------------------------------------- (CUSIP Number) S. Kent Rockwell, Suite 240, Two Chatham Center, Pittsburgh, Pennsylvania 15219 (412) 391-1896 -------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 13, 1991 -------------------------------------------------------------- (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 [X]. (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.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 3d-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). Page 14 of 28 Pages 15 Page 15 of 28 Pages
CUSIP NO. 046487104 --------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rockwell Venture Capital, Inc. I.R.S. Identification No. 25-1545032 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION 7 SOLE VOTING POWER 1,536,430 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 1,536,430 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,536,430 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.05% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 046487104 Page 16 of 28 Pages --------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jonathan Corey Rockwell Trust - S. Kent Rockwell, Trustee 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania 7 SOLE VOTING POWER 1,536,430 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 1,536,430 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,536,430 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.05% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 046487104 Page 17 of 28 Pages --------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON S. Kent Rockwell Social Security Number: ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER 1,590,530 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 1,590,530 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,590,530 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.4% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT!
18 Page 18 of 28 Pages Item No. 1 SECURITY AND ISSUER This statement relates to the Common Stock, $.01 par value per share (the "Common Stock"), of Astrotech International Corporation, a Delaware corporation ("Astrotech"). The address of the principal executive offices of Astrotech is Suite 240, Two Chatham Center, Pittsburgh, Pennsylvania 15219. Item No. 2 IDENTITY AND BACKGROUND. This statement is being filed by Rockwell Venture Capital, Inc., a Delaware corporation (the "Company") having its offices at 99 East Main Street, Uniontown, Pennsylvania 15401, the Jonathan Corey Rockwell Trust, S. Kent Rockwell, Trustee, and by S. Kent Rockwell, an individual whose business address is Suite 240, Two Chatham Center, Pittsburgh, Pennsylvania 15219. The principal business of the Company is venture capital and the acquisition and sale of securities. The present principal occupation of Mr. Rockwell is Chairman, Chief Executive Officer and President of Astrotech. Mr. Rockwell is the Chief Executive Officer and sole Director of the Company. The sole Shareholder of the Company is the Jonathan Corey Rockwell Trust, S. Kent Rockwell, Trustee (the "Trust") and Mr. Rockwell is the sole Trustee of the Trust. Philip T. Warman, Esquire is an Attorney whose principal offices is at Suite 700, 960 Penn Avenue, Pittsburgh, Pennsylvania 15222, and is Secretary-Treasurer of the Company and its only other officer. Mr. Rockwell is also a Director of Astrotech. 19 Page 19 of 28 Pages During the last five years, neither the Company, the Trust, Mr. Warman nor Mr. Rockwell has been convicted in a criminal proceeding (excluding traffic violation or similar misdemeanors). During the last five years, neither the Company, the Trust, Mr. Warman or Mr. Rockwell was 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. Mr. Rockwell and Mr. Warman are citizens of the United States. Item No. 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. This statement relates to the acquisition of shares of Common Stock pursuant to Astrotech's offer ("Exchange Offer") to exchange shares of its Common Stock and cash for any and all shares of its $1.20 Cumulative Convertible Preferred Stock ("Preferred Stock") . 20 Page 20 of 28 Pages Pursuant to the Exchange Offer, Astrotech offered to exchange a combination of 4.70 shares of Astrotech's Common Stock and $1.64 in cash for each outstanding share of Preferred Stock. The Exchange Offer expired at 5:00 p.m., New York City time on Thursday, June 13, 1991. Reference is made to pages 16 through 20 of Astrotech's Offering Circular dated May 14, 1991 captioned "The Exchange Offer", which section is incorporated herein by reference. The Reporting Persons tendered all of their shares of Preferred Stock pursuant to the Exchange Offer. As a result of such exchange, effective at 5:00 p.m. on June 13, 1991, the Reporting Persons hold no shares of Astrotech's Preferred Stock. 1,536,430 shares of Astrotech Common Stock and $541,036 in cash was received as a result of the Exchange Offer. Also in connection with the Exchange Offer and the disposition of Preferred Stock by the Reporting Persons in connection therewith, an Amendment No. 3 to Schedule 13 D reporting the disposition of such Preferred Stock is being filed by the Reporting Persons on the date thereof. Except for the acquisition of the Common Stock tendered in accordance with the Exchange Offer, neither the Company, the Trust, Mr. Warman nor Mr. Rockwell has effected any transaction in the Common Stock during the past 60 days. 21 Page 21 of 28 Pages The funds for the purchase of the shares of Preferred Stock were originally obtained by the Company from Drexel Burnham Lambert Trading Corporation pursuant to a loan transaction. The Company then pledged all such Preferred Stock in a margin account with Drexel Burnham Lambert, Incorporated, the proceeds of which were used to satisfy the prior loan transaction. The Company has currently pledged all of its Common Stock in a margin account with Rauscher Pierce Refsnes, Inc., First City Tower, 1001 Fannin, Suite 700, Houston, Texas 77002. Item No. 4 PURPOSE OF TRANSACTION. The acquisition of the Common Stock pursuant to the Exchange Offer has been made as an investment. Either the Company, the Trust, Mr. Warman or Mr. Rockwell may purchase additional shares of Astrotech Common Stock, from time to time, and may dispose of any and all shares which they or he holds. Neither the Company, the Trust, Mr. Warman nor Mr. Rockwell has any present plans or proposals which relate to or would result in any of the matters described in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13 D. Each of the Company, the Trust, Mr. Warman and Mr. Rockwell reserves the right, however, to adopt such plans or proposals in the future. 22 Page 22 of 28 Pages Item No. 5 INTEREST IN SECURITIES OF THE ISSUER. As of June 13, 1991 the Company, by virtue of tendering its Preferred Stock pursuant to the Exchange Offer, owned beneficially 1,536,900 shares of Common Stock, or approximately 24% of the 6,389,969 shares of Common Stock outstanding (as reported in Astrotech's final Amendment to Schedule 13 E-4 filed on or about June 21, 1991). The Company holds the power to vote and the power to direct the disposition of the shares of Common Stock which it owns. As of June 13, 1991, Mr. Rockwell individually owned 22,100 shares of Common Stock or less than 1% of the 6,389,969 shares of Common Stock outstanding, as to which he holds both the power to vote and the power of disposition. Mr. Rockwell also holds options to purchase 32,000 shares of Common Stock pursuant to options granted under Astrotech's Stock Option Plans. (See Item No. 6) By virtue of his position as Chief Executive Officer, Sole Director and Trustee of the Sole Stockholder of the Company, as of June 13, 1991, Mr. Rockwell indirectly owned beneficially the shares of Common Stock which are owned by the Company, thus resulting in his having owned beneficially, as of such date, 1,558,850 shares of Common Stock, or approximately 24.4% of the 6,389,969 shares of Common Stock outstanding. Mr. Rockwell holds the power to direct the disposition of the shares of Common Stock. 23 Page 23 of 28 Pages Except for the acquisition of the Common Stock pursuant to the Exchange Offer, neither the Company, the Trust, Mr. Warman nor Mr. Rockwell has effected any transaction in the Common Stock during the past 60 days. Item No. 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECTS TO SECURITIES OF THE ISSUER. Astrotech maintains two Employee Stock Option Plans that provide that options may be granted to key employees of Astrotech or any parent or subsidiary of Astrotech, and to Directors who are employees or consultants of Astrotech or any parent or subsidiary of Astrotech. The Stock Option Plans are intended to attract and retain key employees and consultants of outstanding competence, and to provide such employees and consultants with an incentive to achieve long-term corporate objectives by giving them an opportunity to acquire an equity interest in the Company. As of June 1991, Mr. Rockwell held two options to acquire Astrotech Common Stock pursuant to the Stock Option Plans. Mr. Rockwell holds an option to purchase 20,000 shares of Common Stock at a price per share of $1.25 per share, which options expire October 30, 1999; and an option to purchase 12,000 shares of Common Stock at an exercise price of $1.94 per share, which options expire on October 2, 1998. 24 Page 24 of 28 Pages Item No. 7 MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT A Offer by Astrotech International Corporation to exchange shares of its Common Stock and cash for any and all shares of its $1.20 Cumulative Convertible Preferred Stock dated May 14, 1991 ("Offering Circular").* * With the exception of the information incorporated by reference in the Offering Circular contained on pages 16 through 20, captioned "The Exchange Offer" the Offering Circular is not deemed to be filed as part of this Schedule 13 D. 25 Page 25 of 28 Pages 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: June 21, 1991 /s/ S. KENT ROCKWELL ------------------------------ S. Kent Rockwell, President of Rockwell Venture Capital, Inc. 26 Page 26 of 28 Pages 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: June 21, 1991 /s/ S. KENT ROCKWELL --------------------------------- S. Kent Rockwell, Trustee The Jonathan Corey Rockwell Trust 27 Page 27 of 28 Pages 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: June 21, 1991 /s/ S. KENT ROCKWELL ---------------------------- S. Kent Rockwell 28 Page 28 of 28 Pages
Exhibit Description** Page No. - ------- ------------- ------- A Offer by Astrotech International 16 Corporation to exchange shares of its Common Stock and cash for any and all shares of its $1.20 Cumulative Convertible Preferred Stock dated May 14, 1991 ("Offering Circular").*
* With the exception of the information incorporated by reference in the Offering Circular contained on pages 16 through 20, captioned "The Exchange Offer" the Offering Circular is not deemed to be filed as part of this Schedule 13 D. ** Filed under Form SE as previously filed paper exhibit to Schedule 13 D filed by the Reporting Persons on June 24, 1991. Form SE filed on June 7, 1996. -----END PRIVACY-ENHANCED MESSAGE-----