-----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, T4vhzrL3GedQCnMSPG1iGpTbsSYRAyNtEPx7Xl+TUso8vyIVIs68HgOMRpO2akhV HumvzALvgR6Zic0YNQ6B1g== 0000950120-01-000071.txt : 20010314 0000950120-01-000071.hdr.sgml : 20010314 ACCESSION NUMBER: 0000950120-01-000071 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010313 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DISTINCTIVE DEVICES INC CENTRAL INDEX KEY: 0000059963 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084] IRS NUMBER: 131999951 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-33516 FILM NUMBER: 1566970 BUSINESS ADDRESS: STREET 1: 110 E ATLANTIC AVENUE STREET 2: SUITE 230 CITY: DELRAY BEACH STATE: FL ZIP: 33444 BUSINESS PHONE: 5612744233 MAIL ADDRESS: STREET 1: 110 E ATLANTIC AVENUE STE 134 CITY: DELRAY BEACH STATE: FL ZIP: 33444 FORMER COMPANY: FORMER CONFORMED NAME: LMC DATA INC DATE OF NAME CHANGE: 19761021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MODY SANJAY S CENTRAL INDEX KEY: 0001136699 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE BRIDGE PLAZA CITY: FORT LEE STATE: NJ ZIP: 07024 MAIL ADDRESS: STREET 1: ONE BRIDGE PLAZA CITY: FORT LEE STATE: NJ ZIP: 07024 SC 13D 1 0001.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 DISTINCTIVE DEVICES, INC. ------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.05 PER SHARE -------------------------------------- (Title of Class of Securities) 254745 10 --------- (CUSIP Number) SANJAY S. MODY ONE BRIDGE PLAZA SUITE 100 FORT LEE, NEW JERSEY 07024 201-363-9922 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) FEBRUARY 22, 2001 ------------------------------------------------------- (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 [ ]. 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, as amended (the "Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. SCHEDULE 13D - --------------------------------- ------------- -------------------------------- CUSIP NO. 254745 10 PAGE 2 OF 6 PAGES --------- - - - --------------------------------- ------------- -------------------------------- - ------- ------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SANJAY S. MODY - ------- ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------- ------------------------------------------------------------------------ 3 SEC USE ONLY - ------- ------------------------------------------------------------------------ 4 SOURCE OF FUNDS* PF - ------- ------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ------- ------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION India - ------- ------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF SHARES 4,800,340 shares BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ---------------------- ---- ---------------------------------------------------- 8 SHARED VOTING POWER -0- - ---------------------- ---- ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER 750,000 shares - ---------------------- ---- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ------- ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,800,340 shares - ------- ------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------- ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.0% - ------- ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - ------- ------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 ITEM 1. SECURITY AND ISSUER ------------------- This statement relates to the common stock, par value $.05 per share (the "Common Stock"), of Distinctive Devices, Inc. (the "Company"), the principal executive offices of which are located at 110 E. Atlantic Avenue, Suite 240, Delray Beach, Florida 33444. ITEM 2. IDENTITY AND BACKGROUND ----------------------- (a) Name: Sanjay S. Mody ---- (b) Business Address: One Bridge Plaza ---------------- Suite 100 Fort Lee, NJ 07024 (c) Present Principal Occupation: Mr. Mody is engaged in variety of ---------------------------- business activities in the United States and India in private and public companies, including president of WebPulse Consulting, Inc., which is engaged in website and portal development. (d) Criminal Proceedings: Mr. Mody has not, during the last five years, -------------------- been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Civil Proceedings: Mr. Mody, during the last five years, was not a ----------------- party to any civil proceeding of a judicial or administrative body of competent jurisdiction 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. (f) Citizenship: Mr. Mody is a citizen of India. ----------- ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION ------------------------------------------------- In March 2000, Mr. Mody purchased 750,000 shares of Common Stock at a price of $1.00 per share in a placement from the Company. He paid the purchase price with his personal funds. ITEM 4. PURPOSE OF THE TRANSACTION -------------------------- Mr. Mody invested in the Company in March 2000 because of his interest in the Company's business plans and future growth. It has been and continues to be his intention to take an active role in the Company's future. Mr. Mody served as Chief Operating Officer and Executive Vice President of the Company from March 10, 2000 to May 2, 2000 On July 14, 2000, Mr. Mody was re-elected to his former position as Chief Operating Officer and 3 Executive Vice President of the Company and of EagleView Industries Inc., a subsidiary of the Company. Since November 1, 2000, Mr. Mody has served as one of four directors on the Board of Directors of the Company. While serving as a director, Mr. Mody grew concerned with the inability of management and the other members of the Board to make decisions for the benefit of the Company, including the Board's failure to call a shareholders meeting for the past several years. Mr. Mody has in the past demanded that the Board call a shareholders meeting. To date, the other directors on the Board have rejected Mr. Mody's request. EagleView Technologies, Inc. ("EagleView"), a shareholder of the Company, is undergoing a reorganization pursuant to Chapter 11 of the Federal Bankruptcy Act in the United States Bankruptcy Court for the Southern District of Florida (West Palm Beach Division) (the "Bankruptcy Court"). On February 20, 2001, the Bankruptcy Court issued an order (the "Order") authorizing EagleView to grant to Mr. Mody a revocable proxy to vote the shares of the Company's Common Stock owned by EagleView for the sole and limited purpose of removal of any and all of the directors on the Board of the Company and/or for the election of new directors of the Company. The Bankruptcy Court Order requires that Mr. Mody advise, consult with and get the approval of EagleView concerning the appointment or election of any new members of the Board and with respect to implementing any business plan. On February 22, 2000, EagleView executed and delivered the revocable proxy to Mr. Mody (the "EagleView Proxy"). Mr. Mody has been advised that the EagleView Proxy covers 4,050,034 shares of the Company's Common Stock Mr. Mody has been in discussion with Michael Paolini, a principal of EagleView, regarding the Company. Mr. Mody plans to again request that the Board call a shareholders meeting. If the Board refuses or unduly delays calling such a meeting, depending on the Board's response, Mr. Mody may institute proceedings pursuant to the New York Business Corporation Law or the By-Laws of the Company, to compel the calling of the shareholders meeting. Depending on the persons management puts on its slate of directors for election at the shareholders meeting, Mr. Mody may solicit proxies to oppose management's candidates. Mr. Mody does not have any agreements with Mr. Paolini or EagleView with respect to the Company other than as to the matters described above. Therefore, Mr. Mody disclaims being a member of a "group" with Mr. Paolini or EagleView. Mr. Mody has no present intention to engage or cause the Company to engage in any of the transactions or activities specified in paragraphs (a) through (j) of this Item 4 other than as set forth in the immediately preceding paragraphs. However, Mr. Mody reserves the right, either individually or together with other persons, to act in respect of his interest in the Company in accordance with his best judgment in light of the circumstances existing at that time, which may include engaging in a proxy contest to elect the new members of the Board, or purchasing or selling shares of the Company's Common Stock. 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER ------------------------------------ (a) Mr. Mody beneficially owns 4,800,340 shares of Common Stock, consisting of (i) 750,000 shares owned directly (the "Mody Shares") and (ii) 4,050,340 shares under the EagleView Proxy (the "EagleView Shares"). The Mody Shares together with the EagleView Shares represent approximately 28.0% of the issued and outstanding shares of Common Stock of the Company, based upon 17,163,404 shares issued and outstanding as of October 31, 2000 (as reported in the Company's Form 10-QSB for the fiscal quarter ended September 30, 2000). (b) Mr. Mody possesses the sole power to vote and the sole power to dispose or to direct the disposition with respect to the Mody Shares. Mr. Mody possesses the sole power to vote or direct the vote of the EagleView Shares to the extent set forth in Item 4. (c) See Item 4 of this Report. (d)-(e)Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT --------------------------------------------------------------------- TO SECURITIES OF THE COMPANY ---------------------------- See Item 4 of this Report for information regarding the EagleView Proxy. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS -------------------------------- No. Description -- ----------- 1 Court Order, dated February 20, 2001, granting to Sanjay Mody Proxy Rights in Distinctive Devices, Inc. Shares 2 Revocable Proxy, dated February 22, 2001, granted by EagleView Technologies, Inc. to Sanjay Mody 5 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: March 7, 2001 /s/ Sanjay S. Mody ---------------------------------- Sanjay S. Mody 6 EX-99 2 0002.txt EXHIBIT 1 EXHIBIT NO. 1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA WEST PALM BEACH DIVISION CASE NO. 00-33738-BKC-PGH CHAPTER 11 - --------------------------------------- IN RE: EAGLEVIEW TECHNOLOGIES, INC., Debtor, - --------------------------------------- ORDER GRANTING DEBTOR-IN-POSSESSION'S MOTION FOR AUTHORIZATION TO GRANT SANJAY MODY PROXY RIGHTS IN DISTINCTIVE DEVICES, INC. SHARES ------------------------------------------------- THIS MATTER came before the Court on Wednesday, February 7, 2001, at 9:30 a.m., upon the Motion filed by the Debtor-in-Possession for Authorization to Grant Sanjay Mody Proxy Rights in Distinctive Devices, Inc. Shares, as well as the objections thereto filed by the Official Committee of Unsecured Creditors and Distinctive Devices, Inc. The Court, having reviewed the Court file, having heard the arguments of counsel, having noted the ore tenus modification to the relief sought by the Debtor-in-Possession, and the Court being otherwise duly advised in the premises, does hereby ORDER AND ADJUDGE, as follows: 1. The Debtor-in-Possession's Motion for Authorization to Grant Sanjay Mody Proxy Rights in Distinctive Devices, Inc. Shares, and as modified at the hearing ore tenus, is GRANTED. 2. The Debtor-in-Possession is authorized to grant to Sanjay Mody a limited, revocable proxy for the sole and limited purpose of removal of any or all of the directors of Distinctive Devices, Inc., and/or for the election of new directors of Distinctive Devices, Inc. The form of the revocable proxy which the Debtor is authorized to grant to Mr. Mody is attached hereto as Exhibit "A". 3. Before Mr. Mody may exercise his proxy rights in the Debtor's shares of Distinctive Devices, Inc., Mr. Mody must advise and consult with the Debtor concerning the appointment or election of any new member to the Board of Directors of Distinctive Devices, Inc., and obtain approval from the Debtor-in-Possession regarding same. 4. With respect to any business plan under which Mr. Mody proposes Distinctive Devices, Inc. proceed, Mr. Mody shall be further required to advise and consent with the Debtor concerning the implementation of such business plan, and get the Debtor's approval before implementing same. 5. Upon Mr. Mody's consultation with the Debtor-in-Possession concerning the appointment of any new member to the Board of Directors of Distinctive Devices, Inc., or the implementation on a going forward basis of any business plan for Distinctive Devices, Inc., the Debtor-in-Possession, in its discretion, may share such information with the Official Committee of Unsecured Creditors. However, the Committee shall have no right to veto any decision ultimately made by the Debtor-in-Possession with respect to the appointment of a Board of Director member or a business plan proposed with respect to Distinctive Devices, Inc. ORDERED in the Southern District of Florida on February 20, 2001 ---------------------------- /s/ Paul G. Hyman ------------------------------ PAUL G. HYMAN, JR. United States Bankruptcy Judge Copies furnished to: - ------------------- Robert P. Charbonneau, Esquire [Mr. Charbonneau is directed to serve a copy of this Order on all interested parties and file a Certificate of Service] -2- EX-99 3 0003.txt EXHIBIT 2 EXHIBIT NO. 2 REVOCABLE PROXY The undersigned hereby constitutes and appoints Sanjay Mody the true and lawful attorney, agent and proxy of the undersigned, with full power of substitution and revocation, to vote in the name, place and stead of the undersigned, with all powers which the undersigned would possess if personally present, subject to the provisions of the order of the United States Bankruptcy Court entitled Order Granting Debtor-In-Possession's Motion for Authorization to Grant Sanjay Mody Proxy Rights in Distinctive Devices, Inc. Shares, in Case No. 00-33738-BKC-PGH, all the shares of common stock of Distinctive Devices, Inc., a corporation organized under the laws of New York (the "Corporation"), which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Corporation or any Special Meeting of the Shareholders of the Corporation to be held at any time between the date of the execution of this Revocable Proxy until such time as this Revocable Proxy is revoked, for the purposes of voting on the following topics: 1. Removal of any or all of the directors of the Corporation; and/or 2. Election of the directors of the Corporation. EAGLEVIEW TECHNOLOGIES, INC. By: /s/ Michael J. Paulini ------------------------------------ Name: Michael J. Paulini Title: President Date: February 22, 2001 ---------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----