-----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, LX392x3gmLsDppmtyGAshUtSYk7Oj7hoW33zjBUeRmU1huQyk1DZYQoM7BluBiLl XusPZ/ICEqvWC9bY/5NcjA== 0001069525-99-000006.txt : 19990215 0001069525-99-000006.hdr.sgml : 19990215 ACCESSION NUMBER: 0001069525-99-000006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: METATEC CORP CENTRAL INDEX KEY: 0000203200 STANDARD INDUSTRIAL CLASSIFICATION: PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS [3652] IRS NUMBER: 591698890 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44823 FILM NUMBER: 99533309 BUSINESS ADDRESS: STREET 1: 7001 METATEC BLVD CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147612000 MAIL ADDRESS: STREET 1: 7001 METATEC BLVD CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: SILCO INVESTORS CORP DATE OF NAME CHANGE: 19900801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH POWER INC /DE/ CENTRAL INDEX KEY: 0000917674 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 311145640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1209 ORANGE ST CITY: WILMINGTON STATE: DE ZIP: 43017 BUSINESS PHONE: 3026587581 MAIL ADDRESS: STREET 1: 560 EAST TOWN ST CITY: COLUMBUS STATE: OH ZIP: 43215 SC 13D/A 1 METATEC CORPORATION SC 13D/A AMENDMENT #3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. Three) Metatec Corporation (Name of Issuer) Common Shares, par value $.10 a share (Title of Class of Securities) 591398 10 2 (CUSIP Number) Jeffrey M. Wilkins, 7001 Metatec Boulevard Dublin, Ohio 43017 (614) 761-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 16, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. SCHEDULE 13D CUSIP No: 591398 10 2 - ------------ ------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Jeffrey M. Wilkins - ------------ ------------------------------------------------------------------- - ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] The reporting person disclaims membership in any group. (b) [X ] - ------------ ------------------------------------------------------------------- - ------------ ------------------------------------------------------------------- 3 SEC USE ONLY - ------------ ------------------------------------------------------------------- - ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - ------------ ------------------------------------------------------------------- - ----------------------------------------------- ----------- -------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 374,328 ---------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED -0- BY ---------------------------- 9 SOLE DISPOSITIVE EACH POWER REPORTING PERSON 374,328 ---------------------------- WITH 10 SHARED DISPOSITIVE POWER -0- - ----------------------------------------------- ----------- -------------------- - ----------------------------------------------- ----------- -------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 586,828 - ------------ ------------------------------------------------------------------- - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------ ------------------------------------------------------------------- - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3% - ------------ ------------------------------------------------------------------- - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------ -------------------------------------------------------------------
ITEMS 1 THROUGH 7 OF SCHEDULE 13D FOR JEFFREY M. WILKINS Item 1. Security and Issuer This schedule relates to Common Shares, par value $.10 a share (the "Shares"), of Metatec Corporation, a Florida corporation (the "Company"), whose principal executive offices are located at 7001 Metatec Boulevard, Dublin, Ohio 43017. Item 2. Identity and Background This schedule is being filed by Jeffrey M. Wilkins ("Mr. Wilkins"), whose business address is 7001 Metatec Boulevard, Dublin, Ohio 43017. Mr. Wilkins is the Chairman of the Board, President, and Chief Executive Officer of the Company. The Company's address is set forth in Item 1, above. The Company is an information industry services company offering optical disc manufacturing and distribution. Mr. Wilkins has not been, during the last five years, convicted in any criminal proceeding, excluding traffic violations. Mr. Wilkins has not been, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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. Wilkins is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration On February 4, 1998, Mr. Wilkins filed with the Securitie and Exchange Commission Amendment No. 2 to his Schedule 13D ("Amendment No. 2"). Amendment No. 2 reported that Mr. Wilkins then beneficially owned 420,478 Shares, or 6.5% of the outstanding Shares. Mr. Wilkins is filing this Amendment No. 3 to report a material increase in the percentage of the Shares beneficially owned by him as a result of the following: 1. On July 16, 1998, options for 200,000 Shares became vested and fully exercisable. 2. Mr. Wilkins is the settlor of a revocable trust for the benefit of his family (the "Revocable Trust"). Although the trustee of the Revocable Trust is an independent third party, and Mr. Wilkins does not have any voting or dispositive power with respect to the Shares held by the Revocable Trust, Mr. Wilkins is deemed to be the beneficial owner of the Shares held by the Revocable Trust because of his power to revoke such trust at any time. Amendment No. 2 included 40,000 Shares owned by the Revocable Trust. On June 15, 1998, the trustee of the Revocable Trust sold these 40,000 Shares in a private transaction at a negotiated purchase price. 3. On February 17, 1999, option for 6,250 Shares will become vested and fully exercisable. 4. Mr. Wilkins is the beneficial owner of 100 Shares as the trustee of a trust for the benefit of one of his children. These 100 Shares were not previously included in Amendment No. 2. As a result of the foregoing, Mr. Wilkins' percentage ownership of the outstanding Shares increased from 6.5% to 9.3%, or an increase of 2.8%. Item 4. Purpose of Transaction The purpose of the sale of the 40,000 Shares was to raise funds for the beneficiaries of the Revocable Trust. Mr. Wilkins has no individual plans or proposals which relate to or would result in: (a) the acquisition or disposition of additional securities of the Company; (b) an extraordinary corporate transaction involving the Company and any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to cease to be quoted in the NASDAQ over-the-counter-market; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) Mr. Wilkins is the beneficial owner of 586,828 Shares (including 212,500 Shares of which he has the right to acquire), which represents 9.3% of the outstanding Shares. (b) Mr. Wilkins has the sole power to vote and dispose of 374,328 Shares of which he is the beneficial owner, together with all other rights as a shareholder in the Company with respect to such Shares (including the right to receive dividends). (c) Other than as stated in Item 3, above, no transactions in the Shares were effected during the past 60 days by Mr. Wilkins. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer. There are no contracts, arrangements, understandings, or relationships (legal or otherwise) between Mr. Wilkins and any other person with respect to any securities of the Company. Item 7. Material to be Filed as Exhibits. Not Applicable. 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 accurate. February 8, 1999 /s/ Jeffrey M. Wilkins ------------------------------------------------------- Jeffrey M. Wilkins -----END PRIVACY-ENHANCED MESSAGE-----