-----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, VPk0wzLJAnMq2J5GqzBKK1rIUH8rPhhyQOCM5cjtSsdyVMiY65ZcDToXzLEGsZVd 9Ju3wTIWf1WMQl5A7o/qFA== 0000950152-98-005898.txt : 19980714 0000950152-98-005898.hdr.sgml : 19980714 ACCESSION NUMBER: 0000950152-98-005898 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980710 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMARTIRE SYSTEMS INC CENTRAL INDEX KEY: 0001057293 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-54337 FILM NUMBER: 98664762 BUSINESS ADDRESS: STREET 1: 150 13151 VANIER PL STREET 2: RICHMOND BC CITY: V6V 2J1 BUSINESS PHONE: 6042769884 MAIL ADDRESS: STREET 1: 150 13151 VANIER PL STREET 2: RICHMOND BC CITY: V6V 2J1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRW INC CENTRAL INDEX KEY: 0000100030 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 340575430 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1900 RICHMOND RD CITY: CLEVELAND STATE: OH ZIP: 44124 BUSINESS PHONE: 2162917000 MAIL ADDRESS: STREET 1: 1900 RICHMOND ROAD CITY: CLEVELAND STATE: OH ZIP: 44124 SC 13G 1 TRW INC/ SMARTIRE SYSTEMS INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* SmarTire Systems Inc. ---------------------------------------- (Name of Issuer) Common Stock ---------------------- (Title of Class of Securities) 831913 10 8 --------------------- (CUSIP Number) May 14, 1998 ------------------------------------------------------ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-(c) [ ] Rule 13d-1(d) * 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 the disclosures provided in a prior cover page. 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 ("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 1 of 6 Pages 2
13G CUSIP NO. 831913 10 8 PAGE 2 OF 6 PAGES (1) Name of Reporting Persons I.R.S. Identification Nos. of Above Persons TRW Inc. ("TRW") I.R.S. No. 34-0575430 (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] (3) SEC USE ONLY (4) Citizenship or Place of Organization Ohio NUMBER OF (5) Sole Voting Power 1,800,000 (a) ---------------- SHARES BENEFICIALLY (6) Shared Voting Power 0 ---------------- OWNED BY EACH (7) Sole Dispositive Power 1,800,000 (a) (b) ---------------- REPORTING PERSON (8) Shared Dispositive Power 0 ---------------- WITH (9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,800,000 (a) ----------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares ____ (11) Percent of Class Represented by Amount in Row (9) 19.2% -------------- (12) Type of Reporting Person CO ----------------- - --------------- (a) Includes 900,000 shares of Common Stock acquired by TRW Inc. on May 14, 1998, pursuant to a Private Placement Subscription Agreement, dated April 20, 1998, and 900,000 shares of Common Stock which TRW Inc. has the right to acquire pursuant to Warrant Certificate No. 1, issued to TRW Inc. on April 20, 1998, at a price of $4.00 US per share if exercised on or before April 20, 1999, and at a price of $4.60 US per share if exercised after April 20, 1999 but on or before April 20, 2000. (b) Pursuant to the Subscription Agreement, TRW Inc. acknowledged that it is required to hold the shares acquired by it, and any shares acquired pursuant to the exercise of warrants, until August 20, 1998.
3 PAGE 3 OF 6 PAGES ITEM 1(a). NAME OF ISSUER: SmarTire Systems Inc. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 13151 Vanier Place, Suite 150 Richmond, British Columbia Canada V6V 2J1 ITEM 2(a). NAME OF PERSON FILING: TRW Inc. ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE: 1900 Richmond Road Cleveland, Ohio 44124 ITEM 2(c). CITIZENSHIP: Ohio ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock of SmarTire Systems Inc. ITEM 2(e). CUSIP NUMBER: 831913 10 8 ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (d) [ ] Investment Company registered under section 8 of the Investment Company Act (e) [ ] Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see ss.240.13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with section 240.13d-1(b)(ii)(G) (Note: See Item 7) (h) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(H) 4
PAGE 4 OF 6 PAGES ITEM 4. OWNERSHIP: (a) Amount Beneficially Owned: 1,800,000 (b) Percent of Class: 19.2% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 1,800,000 (a) (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 1,800,000 (a) (b) (iv) shared power to dispose or to direct the disposition of: 0 - --------------- (a) Includes 900,000 shares of Common Stock acquired by TRW Inc. pursuant to a Private Placement Subscription Agreement, dated April 20, 1998, and 900,000 shares of Common Stock which TRW Inc. has the right to acquire pursuant to Warrant Certificate No. 1, issued to TRW Inc. on April 20, 1998, at a price of $4.00 US per share if exercised on or before April 20, 1999, and at a price of $4.60 US per share if exercised after April 20, 1999 but on or before April 20, 2000. (b) Pursuant to the Subscription Agreement, TRW Inc. acknowledged that it is required to hold the shares acquired by it, and any shares acquired pursuant to the exercise of warrants, until August 20, 1998.
5 PAGE 5 OF 6 PAGES ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP: Not applicable. ITEM 10. CERTIFICATION: "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect." 6 PAGE 6 OF 6 PAGES 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. Date: July 10, 1998 TRW Inc. By: /s/ Ronald D. Sugar ------------------------------ Ronald D. Sugar Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----