-----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, Rh+nMoqfrtyl34wP98rGsA5QxcilfVv9m+6Es2qbax1spUcpBtWbsjRuD4ewdmXP cmxBU0J6a/nlNRv23j370g== 0000950120-02-000479.txt : 20020820 0000950120-02-000479.hdr.sgml : 20020820 20020820155635 ACCESSION NUMBER: 0000950120-02-000479 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020820 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DISTINCTIVE DEVICES INC CENTRAL INDEX KEY: 0000059963 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 131999951 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-33516 FILM NUMBER: 02743872 BUSINESS ADDRESS: STREET 1: ONE BRIDGE PLAZA SUITE 100 CITY: FORT LEE STATE: NJ ZIP: 07024 BUSINESS PHONE: 5612744233 MAIL ADDRESS: STREET 1: ONE BRIDGE PLAZA SUSITE 100 CITY: FORT LEE STATE: NJ ZIP: 07024 FORMER COMPANY: FORMER CONFORMED NAME: LMC DATA INC DATE OF NAME CHANGE: 19761021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEHTA SHRIKANT CENTRAL INDEX KEY: 0001113752 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 354 INDUSCO COURT CITY: TROY STATE: MI ZIP: 48083 BUSINESS PHONE: 2485859905 MAIL ADDRESS: STREET 1: 354 INDUSCO COURT CITY: TROY STATE: MI ZIP: 48083 SC 13D 1 d483204_schedule13d.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 $0.05 per share --------------------------------------- (Title of Class of Securities) 254745 10 --------- (CUSIP Number) Shrikant Mehta Combine International 354 Indusco Court Troy, Michigan 48083 248-585-9900 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 6, 2002 ------------------------------------------------- (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 SHRIKANT MEHTA - -------------------------------------------------------------------------------- - ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- - ------------ ------------------------------------------------------------------- 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] - -------------------------------------------------------------------------------- - ---------------------------- ----- --------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 21,816,666 shares of Common Stock (which includes 21,666,666 shares underlying the Series D Convertible Preferred Stock) 173,333 shares of Series D Convertible Preferred Stock - ---------------------------- ----- --------------------------------------------- 8 SHARED VOTING POWER -0- - ---------------------------- ----- --------------------------------------------- 9 SOLE DISPOSITIVE POWER 21,816,666 shares of Common Stock (which includes 21,666,666 shares underlying the Series D Convertible Preferred Stock) 173,333 shares of Series D Convertible Preferred Stock - ---------------------------- ----- --------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,816,666 shares of Common Stock (which includes 21,666,666 shares underlying the Series D Convertible Preferred Stock) 173,333 shares of Series D Convertible Preferred Stock - -------------------------------------------------------------------------------- - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / / CERTAIN SHARES* - -------------------------------------------------------------------------------- - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.7% - -------------------------------------------------------------------------------- - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- 2 ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, par value $0.05 per share (the "Common Stock"), of Distinctive Devices, Inc. (the "Company"), the principal executive offices of which are located at One Bridge Plaza, Suite 100, Fort Lee, New Jersey 07024. ITEM 2. IDENTITY AND BACKGROUND (a) Name: Shrikant Mehta (b) Business Address: Combine International 354 Indusco Court Troy, Michigan 48083 (c) Present Principal Occupation: Mr. Mehta is engaged in a variety of business activities in the United States and India in private and public companies, including serving for more than the past five years as CEO and President of Combine International, Inc., a manufacturer and distributor of fine jewelry, and Internet Operations Center, Inc., a provider of web hosting and Internet professional services. He also has investments in various companies including the Company of which he has been a director since 2001. (d) Criminal Proceedings: Mr. Mehta has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Civil Proceedings: Mr. Mehta, 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. Mehta is a citizen of [India]. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On August 6, 2002, Mr. Mehta purchased 173,333 shares of the Company's Series D Convertible Preferred Stock at an aggregate price of $650,000 in a placement from the Company. He paid the purchase price with his personal funds. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER Mr. Mehta invested in the Company in August 2002 because of his interest in the Company's business plans and future growth. As previously mentioned, he serves as a director of the Company. It has been and continues to be his intention to take an active role in the Company's future. Although he is the uncle of Sanjay Mody, the President, CEO, Treasurer and CFO of the Company, Mr. Mehta disclaims being part of a "group" (as defined in Section 13(d)(3) of the Securities Act of 1934) with Mr. Mody as to the Company. 3 Mr. Mehta 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 to vote his shares of the Company's securities in favor of a recapitalization of its capital stock and a proposal corporate migration to Delaware at a forthcoming special meeting of stockholders. However, Mr. Mehta 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 purchasing or selling shares of the Company's Common Stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Mr. Mehta beneficially owns 21,816,666 shares of Common Stock (which includes 21,666,666 shares underlying the Series D Preferred Stock) and 173,333 shares of Series D Convertible Preferred Stock (collectively known as the "Mehta Shares"). The Mehta Shares represent approximately 53.7% of the issued and outstanding shares of Common Stock of the Company, based upon 19,134,824 shares of Common Stock (as reported in the Company's Form 10-QSB for June 30, 2002). Following the approval by the Company's shareholders of an amendment to the Certificate of Incorporation increasing the number of authorized shares of Common Stock to a number sufficient for conversion of all of the outstanding shares of Series D Preferred Stock and other outstanding Preferred Stock and convertible debentures into authorized but unissued shares of Common Stock and reducing the par value of the Common Stock to $.01 per share (the "Charter Amendment"), and effective on the date that the Charter Amendment is filed with the New York Secretary of State, each outstanding share of Series D Preferred Stock shall automatically be converted into shares of Common Stock at the rate (the "Conversion Rate") of one hundred and twenty five (125) shares of Common Stock for each one (1) share of Series D Preferred Stock, subject to certain adjustments, such as a reverse stock split of the Common Stock which is to be considered at the shareholders meeting at which the Charter Amendment also will be considered. The date of such conversion of the Series D Preferred Stock is referred to herein as the "Conversion Date". Each share of Series D Preferred Stock has the right to cast one hundred and twenty five (125) votes (or such other votes per share equal to the Conversion Rate on the record date for voting) on every matter duly brought before the holders of Common Stock at all meetings of shareholders of the Corporation to be held prior to the Conversion Date and shall vote together as one class with the holders of Common Stock on all matters submitted to a vote of the shareholders of the Corporation, except in voting on the Charter Amendment, Mr. Mehta will vote the Series D Preferred Stock in the same proportion that the holders of the Common Stock vote their shares. (b) Mr. Mehta possesses the sole power to vote and the sole power to dispose or to direct the disposition with respect to the Mehta Shares. (c)-(e)Not applicable. 4 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not applicable ITEM 7. MATERIAL TO BE FILED AS EXHIBITS No. Description --- ----------- 1 Stock Purchase Agreement, dated as of July 31, 2002. 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: August 12, 2002 /s/ Shrikant Mehta -------------------------- Shrikant Mehta 6 EX-1 3 ex1stockpurchagmt.txt EX. 1 - STOCK PURCHASE AGMT. EXHIBIT 1 STOCK PURCHASE AGREEMENT AGREEMENT, dated as of July 31, 2002, between Distinctive Devices, Inc., a New York corporation, having an address at One Bridge Plaza, Suite 100, Fort Lee, NJ 07024 (the "Company"), and Shrikant C. Mehta, having an address c/o Distinctive Devices, Inc., One Bridge Plaza, Suite 100, Fort Lee, NJ 07024 (the "Purchaser"). BACKGROUND The Company has designated 250,000 shares of its Preferred Stock, $1.00 par value, as Series D Convertible Preferred Stock, (the "Series D Preferred Stock"). The Purchaser desires to purchase 173,333 shares (the "Purchased Shares") of the authorized Series D Preferred Stock from the Company, and the Company desires to sell the Purchased Shares to the Purchaser, on the terms and conditions set forth below. NOW, THEREFORE, the parties hereto for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged hereby, agree as follows: 1. Sale of Series D Preferred Stock; Purchase Price. ------------------------------------------------ 1.1 Sale. Subject to the terms and conditions set forth herein, the Purchaser hereby purchases 173,333 shares of Series D Preferred Stock from the Company constituting the Purchased Shares, and the Company hereby sells the Purchased Shares to the Purchaser for the aggregate purchase price of $650,000 (the "Purchase Price"). Pursuant to ss.912(c)(1) of the New YorK Business Corporation Law, the Board of Directors of the Company approves of the purchase of the Purchased Shares by the Purchaser. 1.2 Closing. The closing (the "Closing") of the transaction contemplated hereby is taking place simultaneously with the execution and delivery of this Agreement. At the Closing, the parties are making the following deliveries to each other: (a) The Company is delivering to the Purchaser a certificate registered in the name of the Purchaser representing all of the Purchased Shares, receipt of which is acknowledged by the Purchaser; and (b) The Purchaser is delivering the Purchase Price to the Company by check or wire transfer to an account designated by the Company, receipt of which is acknowledged by the Company. 2. Representations, Warranties and Covenants of the Company. The Company represents and warrants to the Purchaser that: 2.1 Organization; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New York. The Company is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction where the character of its properties, owned or leased, or the nature of its activities make such qualification necessary. 2.2 Corporate Power. The Company has all requisite corporate power to enter into this Agreement, to sell the Purchased Shares and to carry out and perform its obligations under the terms of this Agreement. All corporate action on the part of the Company necessary for the authorization, execution, delivery and performance by the Company of this Agreement and for the authorization, issuance and delivery of the Purchased Shares issuable upon payment therefor has been taken. This Agreement constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and general principles of equity. 2.3 No Restrictive Agreements. The issuance and delivery of the Purchased Shares to the Purchaser is not subject to any preemptive rights. Upon the delivery of the Purchased Shares, the Purchaser will acquire the beneficial and legal, valid and indefeasible title to the Purchased Shares, free and clear of all pledges, liens, charges, claims or options of any kind, except for restrictions on transfer under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws. 2.4 Capitalization The Company's authorized capital stock consists of 20,000,000 shares of Common Stock, $.05 par value (the "Common Stock"), of which 19,134,824 shares are issued and outstanding, and 1,000,000 shares of Preferred Stock, 60,000 shares of which have been designated as Series C Preferred Stock, of which 10,000 shares are issued and outstanding, and 250,000 shares of which have been designated as Series D, none of which is outstanding. All of the issued and outstanding shares of Common Stock and Series C Preferred Stock are validly issued, fully paid and non-assessable. The Purchased Shares being issued to the Purchaser pursuant to this Agreement upon issuance will be validly issued, fully paid and non-assessable shares of Series D Preferred Stock. The shares of Common Stock underlying the conversion rights of the Purchased Shares upon conversion in accordance with the terms of the Series D Preferred Stock and after a recapitalization (the "Recapitalization") of the Common Stock increasing the number of authorized shares and reducing the par value to $.001 per share, upon issuance will be validly issued, fully paid and non-assessable shares of Common Stock. 2.5 SEC Reports. The Company is subject to filing reports with the Securities and Exchange Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The information in the Company's annual report on Form 10-KSB for the fiscal year ended December 31, 2001 and Form 10-QSB for the fiscal quarter ended March 31, 2002 is in all material respects complete and correct. 2.6 Stockholders Meeting. The Company shall use its best efforts to promptly call and hold a Special Meeting of Shareholder in accordance with the New York Business Corporation Law and the Exchange Act, at which Meeting the shareholders will vote upon the Recapitalization as described in Section 2.4, a proposed reverse stock split of the Common Stock, a proposed corporate migration to the State of Delaware, and such other matters as the Company's Board of Directors may propose. 3. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company that: 2 3.1 Knowledge. As a member of the Board of Directors of the Company, the Purchaser is aware of the current business, prospects and financial condition of the Company and the market for its Common Stock, has reviewed the reports recently filed by the Company under the Exchange Act, and has had the opportunity to discuss the Company's prospects with its management. In addition, the Purchaser understands the restrictions on resale or other transfer of the Series D Shares (and any underlying shares of Common Stock) as they have not been registered under the Securities Act. 3.2 Authority. The Purchaser has the power and authority to enter into this Agreement and to purchase the Series D Preferred Stock, and the purchase is consistent with his investment objectives. 4. Preemptive Rights. ----------------- 4.1 Right. If at any time and from time to time, for a period of eighteen (18) months from the date of this Agreement, the Board of Directors authorizes the Company to sell (the "Sale"), solely for cash, shares of Common Stock (the "Shares"), or shares of Preferred Stock or other securities (the "Derivative Securities") that are exercisable for, convertible into or exchangeable for shares of Common Stock in a private placement transaction pursuant to the exemption from registration under Regulation D of the Securities Act, the Company shall send a written notice to the Purchaser of such authorization (the "Notice of Preemptive Rights") offering the Purchaser the right to participate in such Sale. For purposes of this Section, a "Sale" shall not include (a) an issuance of Shares directly or underlying options or other rights granted to employees, officers, consultants or directors under an agreement or an employee benefit plan or otherwise as incentive or compensation, (b) an issuance of Shares either directly or underlying Derivative Securities in whole or in part in consideration for services, (c) the issuance as part of an acquisition transaction, (d) an issuance to a party who the Board of Directors determines would be a strategically important shareholder, or (e) upon the exercise of any Derivative Securities which were outstanding on the date of this Agreement. Any Shares not purchased by the Purchaser pursuant to this Section 4 may be sold, issued or granted within ninety (90) days after deliver of the Notice of Preemptive Rights, at the same price and terms as offered for sale to the Purchaser hereunder. 4.2 Notice of Preemptive Right. The Notice of Preemptive Rights shall specify the total aggregate number of Shares to be issued, the price and other terms of the proposed Sale, the amount of Shares or Derivative Securities to which the Purchaser is entitled to purchase and the period during which the Purchaser may elect to participate in the purchase. The Notice of Preemptive Rights shall be sent to the Purchaser at least ten (10) days prior to the anticipated closing date of the Sale. If the Purchaser desires to participate in the Sale, the Purchaser shall notify the Company by sending a notice of acceptance which must be received by the Company within the time period specified in the applicable Notice of Preemptive Rights. 4.3 Effectiveness. The purpose of the preemptive right in this Section 4 is to accommodate the Purchaser's desire to have the opportunity to maintain his beneficial percentage interest (on a fully diluted basis) in the Company's Common Stock upon certain issuances by the Company. If (i) the Purchaser fails to purchase at least fifty percent (50%) of the Shares or Derivative Securities offered in the Notice of Preemptive Rights in any Sale 3 which closes, or (ii) the Purchaser sells or otherwise disposes of fifty percent (50%) of the securities beneficially owned by him upon the closing of the Purchase herein, the Purchaser's rights under this Section 4 shall terminate with respect to any subsequent Sale. 5. Miscellaneous. ------------- 5.1 Survival. All representations and warranties and other agreements made by the Company and the Purchaser in this Agreement shall survive the Closing for a period of one (1) year. 5.2 Additional Action. Each of the Purchaser and the Company shall, upon the request of the other, from time to time, execute and deliver promptly to the other party all instruments and documents of further assurances or otherwise and will do any and all such acts and things as may be reasonably required to carry out the obligations of such party hereunder and to consummate the transactions contemplated hereby. 5.3 Successor and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective estates, heirs, executors, successors and assigns. 5.4 Governing Law. This Agreement shall in all respects be governed by the laws of the State of New York, without giving effect to the principles of conflicts of law thereof. 5.5 Entire Agreement. This Agreement constitutes the entire arrangement between the parties with respect to the subject matter herein and cannot be changed, modified, discharged or terminated except by a writing signed by the party against whom enforcement of any change, modification, discharge or termination is sought. 5.6 Waiver. No waiver shall be deemed to be made by any party of any of his rights hereunder unless the same shall be in writing, and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the waiving party of the obligations of the other party in any other respect at any other time. 5.7 Notices. Any notice, demand or other communication to be given hereunder by either party to the other shall be in writing and shall be mailed by certified mail, return receipt requested, sent by recognized overnight courier or delivered against receipt to the party to whom it is to be given to the address of such party set forth in the preamble to this Agreement (or to such other address as the party shall have furnished in accordance with the provisions of this Section 5.7). 5.8 Captions. The captions used in this Agreement are for convenience only and shall not be deemed as, or construed as, a part of this Agreement. 5.9 Counterparts, Facsimile Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding execution and delivery for all purposes. 4 IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement as of the date first above written. DISTINCTIVE DEVICES, INC. /s/Sanjay S. Mody --------------------------------------- By: Sanjay S. Mody Title: President /s/Shrikant C. Mehta --------------------------------------- SHRIKANT C. MEHTA -----END PRIVACY-ENHANCED MESSAGE-----