-----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, R3w2h2nvCHBJAHwSacgzAKF4VU77FLSAcoY6EC8mcW+lkKs9CDZDi9hxuFcGTUvU ZG+pegiYtmaP1VuKNln9Zg== 0000941965-98-000059.txt : 19980608 0000941965-98-000059.hdr.sgml : 19980608 ACCESSION NUMBER: 0000941965-98-000059 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980605 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BCAM INTERNATIONAL INC CENTRAL INDEX KEY: 0000856143 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 133228375 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-41847 FILM NUMBER: 98642741 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 13G 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 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* BCAM International, Inc (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 055293104 (CUSIP Number) June 4, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. 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 ("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 SCHEDULE 13G CUSIP No. 055293104 1 Names of Reporting Persons or S.S. or I.R.S. Identification Nos. of Above Person Kirr, Marbach & Company, LLC 2 Check the Appropriate Box (a) [x] if a Member of a Group (b) [ ] 3 SEC Use Only 4 Citizenship or Place of Organization Indiana NUMBER OF 5 Sole Voting Power SHARES BENEFICIALLY 2,021,167 OWNED BY EACH 6 Shared Voting Power REPORTING PERSON WITH 0 7 Sole Dispositive Power 2,021,167 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,021,167 [includes 801,667 shares that may be acquired upon the exercise of warrants] 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable 11 Percent of Class Represented by Amount in Row (9) 9.4% 12 Type of Reporting Person IA 3 SCHEDULE 13G CUSIP No. 055293104 1 Names of Reporting Persons or S.S. or I.R.S. Identification Nos. of Above Person David M. Kirr 2 Check the Appropriate Box (a) [x] if a Member of a Group (b) [ ] 3 SEC Use Only 4 Citizenship or Place of Organization USA NUMBER OF 5 Sole Voting Power SHARES BENEFICIALLY 55,000 OWNED BY EACH 6 Shared Voting Power REPORTING PERSON WITH 0 7 Sole Dispositive Power 55,000 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 55,000 [represents shares that may be acquired upon the exercise of warrants] 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable 11 Percent of Class Represented by Amount in Row (9) 0.3% 12 Type of Reporting Person IN 4 SCHEDULE 13G CUSIP No. 055293104 1 Names of Reporting Persons or S.S. or I.R.S. Identification Nos. of Above Person Terry B. Marbach 2 Check the Appropriate Box (a) [x] if a Member of a Group (b) [ ] 3 SEC Use Only 4 Citizenship or Place of Organization USA NUMBER OF 5 Sole Voting Power SHARES BENEFICIALLY 55,000 OWNED BY EACH 6 Shared Voting Power REPORTING PERSON WITH 0 7 Sole Dispositive Power 55,000 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 55,000 [represents shares that may be acquired upon the exercise of warrants] 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable 11 Percent of Class Represented by Amount in Row (9) 0.3% 12 Type of Reporting Person IN 5 SCHEDULE 13G CUSIP No. 055293104 1 Names of Reporting Persons or S.S. or I.R.S. Identification Nos. of Above Person Gregg T. Summerville 2 Check the Appropriate Box (a) [x] if a Member of a Group (b) [ ] 3 SEC Use Only 4 Citizenship or Place of Organization USA NUMBER OF 5 Sole Voting Power SHARES BENEFICIALLY 55,000 OWNED BY EACH 6 Shared Voting Power REPORTING PERSON WITH 0 7 Sole Dispositive Power 55,000 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 55,000 [represents shares that may be acquired upon the exercise of warrants] 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable 11 Percent of Class Represented by Amount in Row (9) 0.3% 12 Type of Reporting Person IN 6 This Schedule 13G is being filed to accomplish the conversion by the Reporting Persons from reporting on Schedule 13D to reporting on Schedule 13G as permitted for Passive Investors pursuant to the rules adopted in Exchange Act Release 39538 issued January 12, 1998. Item 1 (a)Name of Issuer: BCAM International, Inc. Item 1 (b)Address of Issuer's Principal Executive Offices: 1800 Walt Whitman Road Melville, NY 11747 Item 2 (a)Name of Person Filing: Kirr, Marbach & Company, LLC ("Kirr Marbach"), a registered investment adviser, and three members of Kirr Marbach: David M. Kirr, Terry B. Marbach and Gregg T. Summerville. Kirr Marbach is the managing general partner of three investment limited partnerships that hold securities of the Issuer. Item 2 (b)Address of Principal Business Office, or if none, Residence: The business address of Kirr Marbach and each of its members is 621 Washington Street, Columbus, IN 47201 Item 2 (c)Citizenship: Kirr Marbach is a limited liability company organized under the laws of the State of Indiana. Each of the members of Kirr Marbach is a United States citizen. Item 2 (d)Title of Class of Securities: Common Stock, $0.01 Par Value (the "Common Stock") Item 2 (e)CUSIP Number: 055293104 Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c): A. [ ] Broker or Dealer registered under Section 15 of the Act B. [ ] Bank as defined in section 3(a)(6) of the Act C. [ ] Insurance Company as defined in section 3(a)(19) of the Act 7 D. [ ] Investment company registered under section 8 of the Investment Company Act E. [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(1)(ii)(E) F. [ ] An Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F) G. [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(ii)(G) H. [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act I. [ ] Group, in accordance with Section 240.13d- 1(b)(1)(ii)(J) J. [x] Group, in accordance with section 240.13d- 1(b)(1)(ii)(H) If this statement is being filed pursuant to Section 240.13d-1(c), check this box [x] Item 4 Ownership: Item 4 (a) Amount Beneficially Owned: 2,186,167 [includes 966,667 shares that may be acquired upon the exercise of warrants] Item 4 (b) Percent of Class: 10.2% Item 4(c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: (ii) shared power to vote or to direct the vote: (iii) sole power to dispose or to direct the disposition of: (iv) shared power to dispose or to direct the disposition of: The information on the cover pages (pages 2-5) is incorporated by reference. 8 Item 5 Ownership of Five Percent or less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6 Ownership of More than Five Percent on Behalf of Another Person: Kirr Marbach is a general partner of three limited partnerships, which in the aggregate are entitled to receive, or to direct the receipt of, dividends from, and the proceeds from sale of, all of the shares beneficially owned by Kirr Marbach. The economic interest of one of such limited partnerships (R. Weil & Associates, a New York limited partnership) in the Issuer's Common Stock relates to more than five percent of that class. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable. Item 8 Identification and Classification of Members of the Group: Not Applicable. Item 9 Notice of Dissolution of Group: Not Applicable. 9 Item 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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: June 4, 1998 KIRR MARBACH & COMPANY, LLC By /s/ Mickey Kim ____________________ Mickey Kim Member ____________________ Title /s/ David M. Kirr ____________________ David M. Kirr /s/ Terry B. Marbach ____________________ Terry B. Marbach /s/ Gregg T. Summerville ____________________ Gregg T. Summerville -----END PRIVACY-ENHANCED MESSAGE-----