-----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, HLQ2O9YAFJfLQLaI0g0bOgKMLGF5TQ3DyT/ylWhD6VP7KVFW6EXbwcT8drfKKayL 8PzVv8h0hL+rnXFQfLZEqA== 0000950170-97-000681.txt : 19970528 0000950170-97-000681.hdr.sgml : 19970528 ACCESSION NUMBER: 0000950170-97-000681 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970527 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REFLECTONE INC /FL/ CENTRAL INDEX KEY: 0000785037 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 060663546 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40531 FILM NUMBER: 97614333 BUSINESS ADDRESS: STREET 1: P.O. BOX 15000 CITY: TAMPA STATE: FL ZIP: 33684-5000 BUSINESS PHONE: 8138871451 MAIL ADDRESS: STREET 1: P.O. BOX 15000 STREET 2: P.O. BOX 15000 CITY: TAMPA STATE: FL ZIP: 33684-5000 FORMER COMPANY: FORMER CONFORMED NAME: REFLECTONE MERGER SUBSIDIARY INC/FL DATE OF NAME CHANGE: 19880828 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRITISH AEROSPACE PUBLIC LTD CO ET AL CENTRAL INDEX KEY: 0000770653 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 15000 CONFERENCE CENTER DR CITY: CHANTILLY STATE: VA ZIP: 20151 BUSINESS PHONE: 7032271510 MAIL ADDRESS: STREET 1: 15000 CONFERENCE CENTER DR CITY: CHANTILLY STATE: VA ZIP: 20151 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* REFLECTONE, INC. . - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.10 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 758 657 100 - -------------------------------------------------------------------------------- (CUSIP Number) Harvey Goldman, Esq. Steel Hector & Davis LLP 200 South Biscayne Boulevard Suite 4000 Miami, Florida 33131 (305) 577-7000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MAY 20, 1997 - -------------------------------------------------------------------------------- (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 (however, see the Notes). THIS DOCUMENT CONSISTS OF 8 PAGES SCHEDULE 13D - ------------------------------ ------------------------ CUSIP NO. 758 657 100 Page 2 of 8 Pages - ------------------------------ ------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON British Aerospace Public Limited Company - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION England - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES None --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None --------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING None --------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D - ------------------------------ ------------------------ CUSIP NO. 758 657 100 Page 3 of 8 Pages - ------------------------------ ------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON British Aerospace Holdings, Inc. - -------------------------------------------------------------------------------- 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 Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES None --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None --------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING None --------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION (AMENDMENT NO. 7) INTRODUCTORY STATEMENT This Amendment No. 7 to Schedule 13D is filed by British Aerospace Public Limited Company ("Parent"), an English corporation and British Aerospace Holdings, Inc. ("Holdings"), a Delaware corporation and wholly-owned subsidiary of Parent. Parent and Holdings are sometimes collectively referred to herein as the "Reporting Persons." All conditions precedent to the consummation of the Merger (as such term was defined under Item 6 of Amendment No. 6 to the Statement) were satisfied and the Merger Agreement was approved by the shareholders of Reflectone at the special meeting of shareholders of Reflectone held on May 20, 1997. On May 20, 1997, the Articles of Merger were duly filed with the Department of State of the State of Florida, and the Merger became effective on May 20, 1997. As a result of the consummation of the Merger on May 20, 1997, each of the 100 shares of common stock, par value $.01 per share, of Bar Mergerco, Inc. issued and outstanding immediately prior to the effective time of the Merger was converted into and exchanged for one newly and validly issued, fully paid and nonassessable share of common stock, par value $.10 per share, of the surviving corporation ("Surviving Corporation Common Stock"). Each share of Common Stock, and 8% Cumulative Convertible Preferred Stock, par value $1.00 per share, of the Company owned by Holdings immediately prior to the effective time of the Merger, as well as each share of capital stock of Reflectone that was held in the treasury of Reflectone immediately prior to the effective time of the Merger, was canceled and extinguished without any conversion right thereof and without any consideration payable therefor. Each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than any shares owned by Holdings or held in the treasury of Reflectone) was converted into and represented the right to receive an amount in cash equal to $24.00, payable to the holder thereof, without any interest thereon, less any required back-up withholding taxes. Holdings is the beneficial owner of all of the Surviving Corporation Common Stock. As the owner of all of the capital stock of Holdings, Parent indirectly owns the entire equity interest in the Surviving Corporation. On May 22, 1997, the Issuer filed a Form 15 terminating registration of its Common Stock under Section 12 of the Securities Exchange Act, as amended (the "Act"), and, as a result, the Common Stock ceased to be authorized to be quoted on the Nasdaq National Market. Consequently, the Common Stock of the Issuer is no longer an "equity security" as defined in Rule 13d-1(d) as promulgated under the Act and the Reporting Persons are no longer required to file reports under Section 13 of the Act. Item 1. SECURITY AND ISSUER. This Amendment No. 7 to Schedule 13D (the "Statement") relates to the Common Stock, par value $.10 per share ("Common Stock"), of Reflectone, Inc. ("Reflectone" or the "Issuer"). The principal executive offices of Reflectone are located at 4908 Tampa West Boulevard, Tampa, Florida 33634-2481. 4 Item 2. IDENTITY AND BACKGROUND. Reference is made to Item 2 of the Statement as amended by Amendment No. 6 to the Statement, filed February 24, 1997. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Reference is made to Item 3 of the Statement as amended by Amendment No. 6 to the Statement, filed February 24, 1997. Item 4. PURPOSE OF TRANSACTION. As described in the Introductory Statement, the transaction requiring this amendment to Schedule 13D is the consummation of the Merger and the resulting termination of the Issuer's registration of its Common Stock under Section 12(g) of the Act by filing a Form 15 with the SEC and ceasing to be authorized to be quoted on the Nasdaq National Market. Consequently, the Common Stock of the Issuer is no longer an "equity security" as defined in Rule 13d-1(d) as promulgated under the Act and the Reporting Persons are no longer required to file reports under Section 13 of the Act. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Reference is made to Item 5 of the Statement as amended by Amendment No. 6 to the Statement, filed February 24, 1997. The text of Item 5 is hereby amended as follows: As described in the Introductory Statement, the transaction requiring this Amendment to Schedule 13D is the consummation of the Merger and the resulting termination of the Issuer's registration of the Common Stock under the Act. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER. Reference is made to Item 6 of the Statement as amended by Amendment No. 6 to the Statement, filed February 24, 1997. Item 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Joint Filing Agreement, dated as of February 24, 1997, between Parent and Holdings in relation to the filing of the Statement. 5 SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 27, 1997 BRITISH AEROSPACE PUBLIC LIMITED COMPANY By:/S/ DAVID S. PARKES --------------------------- Name: David S. Parkes Title: Assistant Secretary Dated: May 27, 1997 BRITISH AEROSPACE HOLDINGS, INC. By:/S/ CHARLES E. GABA --------------------------- Name: Charles E. Gaba Title: Vice President, General Counsel and Secretary 6 INDEX TO EXHIBITS SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE - ------- ----------- ------------ 1 Joint Filing Agreement, dated as of February 8 24, 1997, between Parent and Holdings in relation to the filing of the Statement. 7 EX-1 2 EXHIBIT 1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of Amendment No. 6 to the Schedule 13D to which this Agreement is an Exhibit and to all subsequent amendments, and agree that this Agreement is to be included as an Exhibit to any such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of this 24th day of February, 1997. BRITISH AEROSPACE PUBLIC LIMITED COMPANY By: /S/ DAVID S. PARKES ------------------------------ Name: David S. Parkes Title: Assistant Secretary BRITISH AEROSPACE HOLDINGS, INC. By: /S/ CHARLES E. GABA ------------------------------ Name: Charles E. Gaba Title: Vice President, General Counsel and Secretary 8 -----END PRIVACY-ENHANCED MESSAGE-----