-----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, WnmeYMs7emOd3T+y8ttg0rwVNkAILx5/KNSTF+4yVvmMKjI5iqKSsTaHZvF36jbX 4y4yMTTG/nQkPwKc1cxdEw== 0000903112-98-002089.txt : 19981230 0000903112-98-002089.hdr.sgml : 19981230 ACCESSION NUMBER: 0000903112-98-002089 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981229 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUESTRON TECHNOLOGY INC CENTRAL INDEX KEY: 0000732152 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES [5063] IRS NUMBER: 232257354 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-36323 FILM NUMBER: 98776766 BUSINESS ADDRESS: STREET 1: 6400 CONGRESS AVENUE STREET 2: SUITE 200A CITY: BOCA RATON STATE: FL ZIP: 33487 BUSINESS PHONE: 4072415251 MAIL ADDRESS: STREET 1: 6400 CONGRESS AVENUE STREET 2: SUITE 200A CITY: BOCA RATON STATE: FL ZIP: 33487 FORMER COMPANY: FORMER CONFORMED NAME: JUDICATE INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TALLMON A MALCOM CENTRAL INDEX KEY: 0001075070 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3408 S. JONES CITY: FT. WORTH STATE: TX ZIP: 76110 BUSINESS PHONE: 8179265226 MAIL ADDRESS: STREET 1: 2000 EAST LAMAR STREET 2: 500 P.O. BOX 200068 CITY: ARLINGTON STATE: TX ZIP: 76006 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Questron Technology, Inc., 6400 Congress Ave., Suite 200A, Boca Raton, FL 33487 - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 748 372 208 - -------------------------------------------------------------------------------- (CUSIP Number) Dominic A. Polimeni, 6400 Congress Ave., Ste. 200A, Boca Raton, FL 33487 (561) 241-5251 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 24, 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. * 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. 764042.1 - ------------------------ ------------------------- CUSIP No. 748 372 208 SCHEDULE 13D Page 2 of 5 Pages - ------------------------ ------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Malcolm Tallmon - -------------------------------------------------------------------------------- 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 Citizen - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 436,476 NUMBER OF ------------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY ------------------------------------------------------------ OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING ------------------------------------------------------------ PERSON WITH 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 436,476 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 764042.1 - ------------------------ ------------------------- CUSIP No. 748 372 208 SCHEDULE 13D Page 3 of 5 Pages - ------------------------ ------------------------- Item 1. Security and Issuer. Common Stock, Executive Offices of Issuer: Questron Technology, Inc., 6400 Congress Avenue, Suite 200A, Boca Raton, FL 33847 Item 2. Identity and Background. (a) Malcolm Tallmon (b) 3408 S. Jones, Fort Worth, Texas 76110 (c) President, Fortune Industries, Inc., 3408 S. Jones, Fort Worth, Texas 76110 (d) no (e) no (f) United States Item 3. Source and Amount of Funds or Other Consideration. Shares of Common Stock issued by Issuer as partial consideration for the sale of Reporting Person's 61,280 shares in Fortune Industries, Inc. to Issuer. Item 4. Purpose of Transaction. Transaction is part of the acquisition of Fortune Industries, Inc. by Issuer. Item 5. Interest in Securities of the Issuer. (a) and (b) As of the date hereof, Reporting Person beneficially owns approximately 436,476 shares of Common Stock of the Issuer comprising approximately 9.2% of the 4,736,935 shares of Common Stock outstanding. Reporting Person has the sole voting and dispositive power of all shares beneficially owned. (c) Except for the shares issued in (a), Reporting Person has not, to the best of their knowledge, effected any transactions in the above class of securities in the past sixty days. (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 Common Shares reported herein. (e) Not applicable Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. Registration Rights Agreement between Issuer and Reporting Person; Stock Purchase Agreement and Amendments between Issuer and Reporting Person Item 7. Material to be Filed as Exhibits. Exhibit Number Document -------------- ------------ 1 Stock Purchase Agreement, dated as of June 12, 1998, by and between Questron Technology, Inc., Fortune Industries, Inc. and the Stockholders listed therein incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the three month period ended June 30, 1998 filed with the Securities and Exchange Commission on August 14, 1998 (File No. 013324). 2 Letter Agreement, dated July 29, 1998, by and between Questron Technology, Inc., Fortune Industries, Inc. and the stockholders listed on Schedule 1.1 thereto, incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the three month period ended June 30, 1998 filed with the Securities and Exchange Commission on August 14, 1998 (File No. 013324) 3 Amendment to Stock Purchase Agreement, dated as of September 24, 1998, by and between Questron Technology, Inc., Fortune Industries, Inc., and the stockholders of Fortune listed on the signature pages thereto amending the Stock Purchase Agreement, dated as of June 12, 1998, and first amended on July 29, 1998, by and among Questron Technology, Inc., Fortune Industries, Inc. and the stockholders of Fortune Industries, Inc. listed on Schedule 1.1 thereto incorporated by reference to Exhibit 2.6 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 1998 (File No. 013324) 4 Registration Rights Agreement, dated as of September 24, 1998, by and between Questron Technology, Inc. and the persons listed on Schedule A thereto incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 1998 (File No. 013324) 764042.1 - ------------------------ ------------------------- CUSIP No. 748 372 208 SCHEDULE 13D Page 4 of 5 Pages - ------------------------ ------------------------- SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 9, 1998 /s/ Malcolm Tallmon - ------------------------------ Malcolm Tallmon 4 764042.1 - ------------------------ ------------------------- CUSIP No. 748 372 208 SCHEDULE 13D Page 5 of 5 Pages - ------------------------ ------------------------- EXHIBIT INDEX ------------- Page Number Exhibit Number Document Herein -------------- -------- ----------- 1 Stock Purchase Agreement, dated as of June 12, 1998, by and between Questron Technology, Inc., Fortune Industries, Inc. and the Stockholders listed therein incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the three month period ended June 30, 1998 filed with the Securities and Exchange Commission on August 14, 1998 (File No. 013324) 2 Letter Agreement, dated July 29, 1998, by and between Questron Technology, Inc., Fortune Industries, Inc. and the stockholders listed on Schedule 1.1 thereto, incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the three month period ended June 30, 1998 filed with the Securities and Exchange Commission on August 14, 1998 (File No. 013324) 3 Amendment to Stock Purchase Agreement, dated as of September 24, 1998, by and between Questron Technology, Inc., Fortune Industries, Inc., and the stockholders of Fortune Industries, Inc. listed on the signature pages thereto amending the Stock Purchase Agreement, dated as of June 12, 1998, and first amended on July 29, 1998, by and among Questron Technology, Inc., Fortune Industries Inc. and the stockholders of Fortune listed on Schedule 1.1 thereto incorporated by reference to Exhibit 2.6 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 1998 (File No. 013324) 4 Registration Rights Agreement, dated as of September 24, 1998, by and between Questron Technology, Inc. and the persons listed on Schedule A thereto incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 1998 (File No. 013324) -----END PRIVACY-ENHANCED MESSAGE-----