-----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, ToB92/C4AqlyvJUxQKa47GDu3mG9+AAolH/pOG4tu5lZs3PZehVv1UNAqUQYtdFE Zx27oljKb4F/2etqDHaBrw== 0000950144-99-002905.txt : 19990322 0000950144-99-002905.hdr.sgml : 19990322 ACCESSION NUMBER: 0000950144-99-002905 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990319 GROUP MEMBERS: LANCE C BEVERLY GROUP MEMBERS: LANCE CHILDREN'S TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROACTIVE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000722839 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 232265039 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35710 FILM NUMBER: 99569330 BUSINESS ADDRESS: STREET 1: 7118 BEECH RIDGE TRAIL STREET 2: STE 402 CITY: TALLAHASSEE STATE: FL ZIP: 32312 BUSINESS PHONE: 9046685800 MAIL ADDRESS: STREET 1: 7118 BEECH RIDGE TRAIL STREET 2: SUITE 402 CITY: TALLAHASSEE STATE: FL ZIP: 32312 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE MEDICAL CORPORATION DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE MEDICAL CORP INC DATE OF NAME CHANGE: 19910103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LANCE C BEVERLY CENTRAL INDEX KEY: 0001076921 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3821 STRATFORD RD NE CITY: ATLANTA STATE: GA ZIP: 30342 MAIL ADDRESS: STREET 1: 3821 STRATFORD RD NE CITY: ATLANTA STATE: GA ZIP: 30342 SC 13D/A 1 PROACTIVE TECHNOLOGIES, INC. / C. BEVERLY LANCE 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (RULE 13D-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* Proactive Technologies, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.04 par value per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 74266 K307 - ------------------------------------------------------------------------------- (CUSIP Number) Edward J. Hardin Rogers & Hardin, LLP 2700 International Tower, Peachtree Center 229 Peachtree Street, N.E. Atlanta, Georgia 30303-1601 Tel No.: 404-522-4700 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 12, 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 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 [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 8 Pages) - -------------------- *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 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). 2 SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP NO. 74266K307 PAGE 2 OF 5 PAGES ----------- __ __ - ------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON C. Beverly Lance - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - --------------------------------------------------------------------------------------------------------- 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 - ---------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER NUMBER OF SHARES 700,000 (1) BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------------------------- 8 SHARED VOTING POWER 3,600,000 (2) ------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 700,000 (1) ------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,600,0000 (2)
- ------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,300,000 (3) - ------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.1% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ---------------------------------------------------------------------------------------------------------
(1) Includes 700,000 shares which the Reporting Person has the right to acquire after May 11, 1999 pursuant to options granted to the Reporting Person (discussed in Item 6 below). (2) Includes 3,600,000 shares owned by the Lance Children's Trust of which the Reporting Person is the sole trustee. (3) Includes 700,000 shares which the Reporting Person has the right to acquire after May 11, 1999 and 3,600,000 shares owned by the Lance Children's Trust of which the Reporting Person is the sole trustee. 3 CUSIP NO. 74266K307 PAGE 3 OF 5 PAGES ----------- __ __ - --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lance Children's Trust - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - --------------------------------------------------------------------------------------------------------- 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 - ---------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------------------------- 8 SHARED VOTING POWER 3,600,000 (1) ------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,600,000 (1) - ------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,600,000 (1) - ------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - ------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.4% - ------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------------------------------
(1) Includes 3,600,000 shares owned by the Lance Children's Trust. C. Beverly Lance, as sole trustee of the Lance Children's Trust, may be deemed to be the beneficial owner of the 3,600,000 shares owned by the Lance Children's Trust. 4 CUSIP NO. 74266K307 PAGE 4 OF 5 PAGES ----------- __ __ *SEE INSTRUCTIONS BEFORE FILLING OUT! UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 1 TO SCHEDULE 13D This Amendment No. 1 to Schedule 13D relates to the shares of common stock, $0.04 par value per share (the "Common Stock"), of Proactive Technologies, Inc. (the "Company"). Items 1,4,5,6 and 7 of the Schedule 13D filed by C. Beverly Lance and the Lance Children's Trust are amended as set forth below. ITEM 1. SECURITY AND ISSUER The title of the class of equity securities to which this Schedule relates is common stock, $0.04 par value per share ("Common Stock"), issued by Proactive Technologies, Inc. (the "Company"), the principal executive offices of which are located at 3343 Peachtree Road, N.E., Suite 530, Atlanta, Georgia 30326. ITEM 4. PURPOSE OF THE TRANSACTION Item 4(d) is deleted and replaced with the following: (d) Mr. Lance became a member of the Board of Directors of the Company on February 10, 1999. Mr. Lance was elected President of the Company on February 10, 1999. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Items 5(a) and 5(b) are amended to include the following language: (a)-(b) C. Beverly Lance may be deemed to be the beneficial owner of 4,300,000 shares of Common Stock (approximately 20.1%), 700,000 of such shares are shares which Mr. Lance has the right to acquire after May 11, 1999 pursuant to options granted to him to acquire shares from the Company (discussed in Item 6 hereof). The remaining 3,600,000 shares of Common Stock are shares owned by the Lance Children's Trust. Mr. Lance is the sole trustee of the Lance Children's Trust and, as such, has the sole power to vote and dispose of the shares owned by the trust. Mr. Lance's minor children are the beneficiaries of the Lance Children's Trust, but have no power to vote or dispose of the shares owned by the Lance Children's Trust. Mr. Lance's minor children are also beneficiaries of the Dogwood Trust established by their grandfather which has an option to purchase up to 1,000,000 shares of the Company's Common Stock on or before September 30, 1999. The Dogwood Trust's sole trustee is C. Frank Moore and neither Mr. Lance nor the Lance Children's Trust has the power to vote or dispose of any shares beneficially owned by the Dogwood Trust. As a result, both Mr. Lance and the Lance Children's Trust disclaim beneficial ownership of any shares beneficially owned by the Dogwood Trust. The percentage of outstanding shares of Common Stock owned by C. Beverly Lance has been computed based on the total outstanding shares of Common Stock as of February 11, 1999 as indicated in the Company's Form 10QSB for the period ending December 31, 1998, plus the 700,000 shares that are subject to the option and are not currently outstanding. The percentage of outstanding shares of Common Stock owned by the Lance Children's Trust has been computed based on the total outstanding shares of Common Stock as of February 11, 1999 as indicated in the Company's Form 10QSB for the period ending December 31, 1998. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is amended to include the following language: The Company granted to C. Beverly Lance options to purchase up to 700,000 shares at an exercise price of $0.4375 per share. The options are exercisable after May 11, 1999. The options expire on February 11, 2009. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 7.3 Option Agreement between the Company and C. Beverly Lance. 5 CUSIP NO. 74266K307 PAGE 5 OF 5 PAGES ----------- __ __ 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 19, 1999 By: /s/ C. BEVERLY LANCE ----------------------- ------------------------------- C. Beverly Lance LANCE CHILDREN'S TRUST Dated: March 19, 1999 By: /s/ C. BEVERLY LANCE ----------------------- ------------------------------- C. Beverly Lance, Trustee EX-99.7.3 2 NON QUALIFIED STOCK OPTION AGREEMENT 1 EXHIBIT 7.3 NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made as of the 11th day of February 1999, by and between PROACTIVE TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and C. BEVERLY LANCE, an individual resident of the State of Georgia ("Optionee"). W I T N E S S E T H: WHEREAS, in connection with Optionee agreeing to serve as President of the Company and pursuant to the terms of Optionee's employment as agreed to by and between Optionee and the Company, the Company desires to grant non-qualified stock options to Optionee; and WHEREAS, the Optionee has agreed to serve as the President of the Company. NOW, THEREFORE, in consideration of their mutual undertakings, it is agreed by and between parties hereto as follows: 1. The Company hereby grants to Optionee as of the date hereof stock options to purchase Seven Hundred Thousand (700,000) shares of the common stock, $.04 par value, of the Company (the "Common Stock") exercisable at any time after May 11, 1999 and prior to 11:59 p.m., Atlanta time, on February 10, 2009 (the "Expiration Date") at a price of $0.4375 per Option Share. "Option Share(s)" shall mean the share(s) of Common Stock which shall be purchased or shall be available for purchase upon exercise of the stock option granted hereby and any security which shall be issued in lieu of or in addition to any other Option Share by reason of any recapitalization, special dividend transaction or other such event as provided in Section 5 below. 2. Except as otherwise provided below, the option granted hereby may be exercised at any time, or from time to time, in whole or in part, until the Expiration Date. The exercise of all or any portion of the stock option granted hereby will be contingent upon receipt by the Company of the advice of counsel to the Company that such Option Shares have been duly listed on the principal exchange on which the Company's securities are traded, and duly registered or are exempt from registration under the applicable securities laws and, in the absence of registration of the Option Shares and to the extent required by such counsel, the receipt from the Optionee of a representation that the Optionee intends at the time of such exercise to acquire the Option Shares for investment only and not for distribution or resale. 3. The Optionee may exercise all or any part of the stock option (in whole Option Shares) by delivering written notice to the Company of the number of Option Shares to be purchased together with cash or check, in payment of the full purchase price of the Option Shares to be acquired. Notice shall be sent to the Company at Proactive Technologies, Inc., 3343 Peachtree Road, N.E., Suite 530, Atlanta, Georgia 30326. The stock option shall be deemed to have been exercised on the date the Company receives the written notice and the required cash or 2 check in full payment for the purchased Option Shares, or shares of Common Stock if the payment is to be made in such manner. A form of notice which will be deemed satisfactory by the Company is attached to this Agreement as Exhibit A. Upon any exercise of the stock option the Company shall cause to be delivered to the Optionee a certificate or certificates registered in the name or the Optionee for the number of Option Shares purchased. The Optionee shall not have any of the rights of a Stockholder with respect to the Option Shares except to the extent that the Optionee duly exercises the stock option granted hereby with respect to such Option Shares. As a condition of exercise of this option, the Company may, in its sole discretion, withhold or require the Optionee to pay or reimburse the Company for any taxes which the Company determines are required to be withheld in connection with the grant or any exercise of this option. 4. Notwithstanding the foregoing provisions requiring payment by cash or check, if stock of the class then subject to this option is then "publicly traded" (as hereafter defined), then payment of the purchase price or any portion thereof may also be made in whole or in part with shares of the same class of stock as that then subject to this option, surrendered in lieu of the payment of cash concurrently with such exercise, the shares so surrendered to be valued on the basis of the Fair Market Value of the stock (as hereinafter provided) on the date of exercise, in which event the stock certificates evidencing the shares so to be used shall accompany the notice of exercise and shall be duly endorsed or accompanied by duly executed stock powers to transfer the same to the Company; provided, however, that such payment in stock instead of cash shall not be effected and shall be rejected by the Company if (a) the Company is then prohibited from purchasing or acquiring shares of the class of its stock thus tendered to it or (b) the right or power of the person exercising the option to deliver such shares in payment of the purchase price is subject to the prior interest of any person (other than the Company) as indicated by legends upon the certificate(s) or known to the Company. If the Company rejects the payment in stock, the tendered notice of exercise shall not be effected hereunder unless promptly after being notified of such rejection the person exercising the option pays the purchase price in acceptable form. If and while payment with stock is permitted in accordance with the foregoing provision, then the person then entitled to exercise this option may, in lieu of using previously outstanding stock therefor, use a portion of the shares as to which this option is then being exercised, in which case the notice of exercise need not be accompanied by any stock certificates but shall include a statement directing the Company to retain so many shares that would otherwise have been delivered by the Company upon that exercise of this option as equals the number of shares that would have been surrendered to the Company if the purchase price had been paid with previously issued stock. If the Company is required to withhold on account of any federal, state or local tax imposed as a result of any exercise of this option with previously issued stock or by retention of a portion of Option Shares under this section, then the stock surrendered or retained shall include an additional number of shares whose Fair Market Value equals the amount thus required to be withheld. For purposes hereof, "publicly traded" shall mean that a class of the capital stock of the Company is listed or admitted to unlisted trading privileges on a national securities exchange or designated as a national market systems security on an interdealer quotation system by the National Association of Securities Dealers, Inc. ("NASD") or if sales or bid and offer quotations are reported for that class of stock in the automated quotation system ("NASDAQ") operated by the NASD. Further, "Fair Market Value" shall mean the closing price of such stock as of the day in question or, if such day is not a trading day in the principal 2 3 securities market or markets for such stock, on the nearest preceding trading day, as reported with respect to the market (or the composite of markets, if more than one) in which shares of such stock are then traded, or, if no such closing prices are reported, on the basis of the mean between the high bid and low asked prices that day on the principal market or quotation system on which shares of such stock are then quoted, or, if not so quoted, as furnished by a professional securities dealer making a market in such stock selected by the Board of Directors of the Company. 5. In the event of changes in the outstanding shares of Common Stock by reason of stock dividends, stock splits, subdivisions or combinations of shares, the number of Option Shares shall be correspondingly and fairly adjusted by the Board of Directors of the Company, the decision of which shall be final and conclusive. A corresponding adjustment shall be made without change in the total exercise price applicable to the unexercised portion of the Option Shares with a corresponding adjustment in the exercise price per share. 6. If the Company is merged, consolidated or effects a share exchange with another corporation (whether or not the Company is the surviving corporation), or if substantially all of the assets or all of the Common Stock is acquired by another corporation, or in the event of a separation, reorganization or liquidation of the Company, the Board of Directors of the Company, or the board of directors of any corporation assuming the obligations of the Company hereunder, shall make appropriate provision for the protection of the option granted hereby by the substitution on an equitable basis of appropriate stock of the Company, or of the merged, consolidated or otherwise reorganized corporation which will be issuable in respect to the shares of Common Stock, provided only that the excess of the aggregate fair market value of the Option Shares immediately after such substitution over the exercise price thereof is not more than the excess of the aggregate fair market value of the Option Shares immediately before such substitution over the exercise price thereof. Notwithstanding the preceding sentence, if the Company is merged, consolidated or effects a share exchange with another corporation or if substantially all of the assets or all of the Common Stock is acquired by another corporation, or in the event of a separation, reorganization or liquidation of the Company, then the Board of Directors of the Company or the board of directors of any corporation assuming the obligations of the Company hereunder may, on or before the thirtieth (30th) day following such event and upon written notice to the Optionee, provide that the option granted hereby must be exercised within sixty (60) days of the date of such notice or it will be terminated. 7. This Agreement shall not be assignable or transferable by Optionee otherwise than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order and the stock option hereby granted shall not be exercised by any person other than Optionee during Optionee's lifetime. After the death of Optionee, the person to whom Optionee's rights hereunder pass under Optionee's will or under the laws of descent and distribution shall be deemed the holder of the stock option granted hereby. 8. To the extent not superseded by federal law, the laws of Delaware shall control in all matters relating to this Agreement. 3 4 9. Optionee understands that the Option Shares are not registered under the Securities Act of 1933 (the "1933 Act") or any state securities act and will be issued to Optionee pursuant to exemptions from registration thereunder. Optionee also understands that applicable securities laws may restrict the right of Optionee to exercise the stock option or to dispose of any shares which Optionee may acquire upon any such exercise and may govern the manner in which such shares must be sold. Optionee shall not offer, sell or otherwise dispose of any of the Option Shares acquired by reason of the exercise of the stock option in any manner which would violate the 1933 Act or any other state or federal law or cause the Company to have to make any filing or take any action to avoid such a violation. 10. Optionee hereby represents that all Option Shares purchased by him pursuant to his exercise of all or any portion of the stock option will be acquired only for investment and not with a view to distribution or resale. 11. All pronouns, defined nouns and any variations thereof in this Agreement shall be deemed to refer to the masculine, feminine or neuter gender and to either singular or plural, whenever the context of this Agreement so requires. IN WITNESS WHEREOF, Optionee has executed and delivered this Agreement and the Company has caused this Agreement to be executed and delivered on its behalf by its duly authorized representative, as of the day and year above written. PROACTIVE TECHNOLOGIES, INC. By: /s/ ARTHUR G. WEISS --------------------------- Its: CHAIRMAN -------------------------- OPTIONEE /s/ C. BEVERLY LANCE ------------------------------ C. Beverly Lance 4 5 EXHIBIT A TO: Proactive Technologies, Inc. 3343 Peachtree Road, N.E. Suite 530 Atlanta, Georgia 30326 Pursuant to the Non-Qualified Stock Option Agreement (herein called the "Agreement"), dated as of February 10, 1999, by and between Proactive Technologies, Inc. (the "Company") and me, I hereby give notice that I elect to exercise the stock option granted under the Agreement with respect to ______ shares of the common stock of the Company as of the date on which this notice is delivered to the Company, and accordingly I hereby agree to purchase such shares at the price and on the terms established under the Agreement. Full payment for such shares is enclosed. Such payment consists of: Cash ---------- Check ---------- shares of the Company's common stock, _____ of which ---------- are previously owned. I hereby represent and warrant that I am purchasing such shares for investment purposes only and not with a view to distribution or resale. I hereby agree that the stock option granted under the Agreement shall be deemed to have been exercised to the extent specified in this notice on the exercise date below my signature, and I hereby warrant that on such date this notice was delivered to the Company. Sincerely, ------------------------------- (Sign Name) ------------------------------- (Print Name) DATED: -------------------------- 5 -----END PRIVACY-ENHANCED MESSAGE-----