-----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, O89FaClHdjREaOYVtsCTsGoQjqi2YVALDVWYKUY5+Iiu6mYbrvOXRxu6ykxRWdaR Lo8W1zGG9IH8gxlyXxMPoA== 0000941965-97-000102.txt : 19971110 0000941965-97-000102.hdr.sgml : 19971110 ACCESSION NUMBER: 0000941965-97-000102 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971107 SROS: NASD GROUP MEMBERS: DAVID M. KIRR GROUP MEMBERS: GREGG T. SUMMERVILLE GROUP MEMBERS: KIRR MARBACH & CO LLC GROUP MEMBERS: TERRY B. MARBACH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BCAM INTERNATIONAL INC CENTRAL INDEX KEY: 0000856143 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 133228375 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41847 FILM NUMBER: 97710090 BUSINESS ADDRESS: STREET 1: 1800 WALT WHITMAN RD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5167523550 MAIL ADDRESS: STREET 1: 1800 WALT WHITMAN RD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: BIOMECHANICS CORP OF AMERICA DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIRR MARBACH & CO LLC CENTRAL INDEX KEY: 0000947469 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 621 WASHINGTON STREET CITY: COLUMBUS STATE: IN ZIP: 47201 BUSINESS PHONE: 8123769444 MAIL ADDRESS: STREET 1: 621 WASHINGTON ST CITY: COLUMBUS STATE: IN ZIP: 47201 SC 13D/A 1 AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D AMENDMENT NO. 1 Under the Securities Exchange Act of 1934 BCAM International, Inc. (Name of Issuer) Common Stock, $0.01 Par Value Title of Class of Securities 055293104 (CUSIP Number) Mickey Kim Mark B. Barnes Kirr, Marbach & Company, LLC Leagre Chandler & Millard P.O. Box 1729 9100 Keystone Crossing, Ste. 800 Columbus, IN 47201 Indianapolis, IN 46240 (812) 376-9444 (317) 843-1655 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 22, 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). 2 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Kirr, Marbach & Company, LLC 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC Use Only 4 Source of Funds* N/A 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Indiana NUMBER OF 7 Sole Voting Power SHARES BENEFICIALLY 2,054,500 OWNED BY EACH 8 Shared Voting Power REPORTING PERSON WITH 0 9 Sole Dispositive Power 2,054,500 10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,054,500 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 12.1% 14 Type of Reporting Person* IA 3 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person David M. Kirr 2 Check the Appropriate Box if a Member of a Group (a) [x] (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 USA NUMBER OF 7 Sole Voting Power SHARES BENEFICIALLY 66,000 OWNED BY EACH 8 Shared Voting Power REPORTING PERSON WITH 0 9 Sole Dispositive Power 66,000 10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person 66,000 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 0.4% 14 Type of Reporting Person* IN 4 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Terry B. Marbach 2 Check the Appropriate Box if a Member of a Group (a) [x] (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 USA NUMBER OF 7 Sole Voting Power SHARES BENEFICIALLY 66,000 OWNED BY EACH 8 Shared Voting Power REPORTING PERSON WITH 0 9 Sole Dispositive Power 66,000 10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person 66,000 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 0.4% 14 Type of Reporting Person* IN 5 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Gregg T. Summerville 2 Check the Appropriate Box if a Member of a Group (a) [x] (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 USA NUMBER OF 7 Sole Voting Power SHARES BENEFICIALLY 66,000 OWNED BY EACH 8 Shared Voting Power REPORTING PERSON WITH 0 9 Sole Dispositive Power 66,000 10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person 66,000 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 0.4% 14 Type of Reporting Person* IN 6 AMENDMENT NO. 1 TO SCHEDULE 13D This Amendment No. 1 is being filed to amend Item 5 of the Schedule 13D and Amendment No. 2 to Schedule 13G filed on Schedule 13D dated October 2, 1997 (the "Schedule 13D"). The beneficial ownership amounts reported in the Schedule 13D included shares of the Issuer's Common Stock that could be acquired upon the exercise of 10%/13% Convertible Subordinated Notes Due September 19, 2002 (the "Notes"). The Notes will not become convertible into Common Stock until September 19, 1998, however, and therefore are not deemed pursuant to SEC Rule 13d-3 to be beneficially owned by the reporting persons at this time. Therefore, this Amendment No. 1 is being filed to revise beneficial ownership amounts and other disclosures in Item 5 to read as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) On September 22, 1997, the Limited Partnerships and the self- directed pension plan accounts of Messrs. Kirr, Marbach and Summerville purchased directly from the Issuer in a private placement a portion of a new issue of the Issuer's 10%/13% Convertible Subordinated Notes Due September 19, 2002 and exercisable September 19, 1998 (the "Notes") with warrants attached to the Notes which are currently exercisable for 320,000 shares of Common Stock at a warrant price of $1.75 per share. Following the acquisition of these warrants, the members of the Group may be deemed to beneficially own the follow numbers of shares of Common Stock:
Number of Shares Name Beneficially Owned Percentage* Kirr Marbach 621 Partners 580,000 (1) 3.4% (1) R. Weil & Associates 1,234,500 (2) 7.3% (2) Appleton Associates 240,000 (3) 1.4% (3) Total 2,054,500 (4) 12.1% (4) David M. Kirr 66,000 (5) 0.4% (5) Terry B. Marbach 66,000 (5) 0.4% (5) Gregg T. Summerville 66,000 (5) 0.4% (5) Total 2,252,500 (6) 13.3% (6)
* Percentages are calculated in accordance with Rule 13d-3(d)(1) on the basis of 15,954,733 outstanding shares of Common Stock (as reported in the Issuer's Annual Report on Form 10-QSB for the quarter ended June 30, 1997, as 7 filed on August 13, 1997), and as adjusted on a pro forma basis for the potential issuance to the members of the Group of, in the aggregate, 1,020,000 shares pursuant to warrants. (1) Includes 320,000 shares that are not presently issued or outstanding which 621 Partners has the right to acquire pursuant to warrants. (2) Includes 382,000 shares that are not presently issued or outstanding which R. Weil & Associates has the right to acquire pursuant to warrants. (3) Includes 120,000 shares that are not presently issued or outstanding which Appleton has the right to acquire pursuant to warrants. (4) Includes 822,000 shares that are not presently issued or outstanding the Limited Partnerships have the right to acquire pursuant to warrants. (5) Consists of 66,000 shares for each of Messrs. Kirr, Marbach and Summerville which are not presently issued or outstanding which such individual has the right to acquire pursuant to warrants. (6) Includes 1,020,000 shares that are not presently issued or outstanding the Limited Partnerships and Messrs. Kirr, Marbach and Summerville have the right to acquire pursuant to warrants. (b) Kirr Marbach, a registered investment advisor and a general partner of each of the Limited Partnerships, has sole voting and dispositive discretion with respect to securities held by the Limited Partnerships. Each of Messrs. Kirr, Marbach and Summerville has sole voting and dispositive power over securities in his self-directed pension account. (c) There have been no transactions in the Common Stock of the Issuer by any of the Reporting Persons during the sixty days preceding the date of this Statement, except for the sale by R. Weil & Associates (of which Kirr Marbach is managing general partner) of 110,000 shares of the Common Stock on September 10, 11, and 12, 1997, in open market transactions at an average price of $1.367 per share. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A -- Agreements Pursuant to Regulation Section 240.13d-1(f) (filed with original Schedule 13D dated October 2, 1997). Exhibit B -- Power of Attorney and Agency (filed with original Schedule 13D dated October 2, 1997). SIGNATURE After reasonable inquiry and to the best of each of their knowledge and belief, each of the undersigned severally hereby certifies that the information set forth in this statement is true, complete and correct. November 7, 1997 Kirr, Marbach & Company, LLC By * * David M. Kirr * Terry B. Marbach * Gregg T. Summerville *By /s/ Mickey Kim, Agent and Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----