-----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, Dh/RXQn457StWOqNxKxSTly8akam0SOMq4UhccsFfs5JzDqoKHYNftArMXPfHEgI 1kl+XcjfHKvaqZpFRZ1z0g== 0000905718-97-000399.txt : 19970923 0000905718-97-000399.hdr.sgml : 19970923 ACCESSION NUMBER: 0000905718-97-000399 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970922 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIMULA INC CENTRAL INDEX KEY: 0000885080 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC BUILDING AND RELATED FURNITURE [2531] IRS NUMBER: 860320129 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42379 FILM NUMBER: 97683584 BUSINESS ADDRESS: STREET 1: 2700 NORTH CENTRAL AVE STREET 2: STE 1000 CITY: PHOENIX STATE: AZ ZIP: 85004 BUSINESS PHONE: 6027528918 MAIL ADDRESS: STREET 1: 2700 NORTH CENTRAL AVE STREET 2: STE 1000 CITY: PHOENIX STATE: AZ ZIP: 85004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROTH MICHAEL CENTRAL INDEX KEY: 0001010207 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10556 N PORT WASHINGTON RD CITY: MEQUON STATE: WI ZIP: 53092 BUSINESS PHONE: 4142411810 MAIL ADDRESS: STREET 1: 10556 N PORT WASHINGTON RD CITY: MEQUON STATE: WI ZIP: 53092 SC 13D/A 1 SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE l3D Under the Securities Exchange Act of 1934 (Amendment No. 1)* SIMULA, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 829206101 - -------------------------------------------------------------------------------- (CUSIP Number) with a copy to: Krista L. Ward George J. Mazin Stark Investments Lowenstein, Sandler, Kohl, 1500 West Market Street Fisher & Boylan, P.A. Mequon, WI 53092 65 Livingston Avenue (414) 241-1810 Roseland, New Jersey 07068 (201) 992-8700 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 12, 1997 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G 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 l3d-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). CUSIP NO. 829206101 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above Persons): Michael A. Roth and Brian J. Stark (filing as joint filers pursuant to Rule 13(d)1(f)(1)) - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions):WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: 0 ------------------------------------------------- Shares Beneficially 8) Shared Voting Power: 659,840* ------------------------------------------------- Owned by Each Reporting 9) Sole Dispositive Power: 0 ------------------------------------------------- Person With: 10) Shared Dispositive Power: 659,840* ------------------------------------------------- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 659,840* - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 7.3%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- * Includes: 102,000 shares of the Issuer's common stock ("Shares") beneficially owned Stark International; 102,000 Shares beneficially owned by Shepherd Investment International, Ltd.; 205,128 Shares issuable to Reliant Trading upon conversion of convertible securities of the Issuer; 205,128 Shares issuable to Shepherd Trading Limited upon conversion of convertible securities of the Issuer; and, 45,584 Shares issuable to Staro Partners upon conversion of convertible securities of the Issuer. Each of Reliant Trading, Shepherd Trading Limited, Stark International, Shepherd Investment International, Ltd. and Staro Partners are controlled by the reporting persons. See Item 2 and Item 5 for additional details. Item 1: Security and Issuer: This statement relates to the Common Stock of Simula, Inc. ("Shares"). The issuer has principal executive offices located at 2700 N. Central Avenue, Suite 1000, Phoenix, Arizona 85004. Item 2: Identity and Background 1. a) Name: Brian J. Stark b) Residence or Business Address: 1500 West Market Street Mequon, WI 53092 c) Occupation: Investment Fund Manager Staro Asset Management, L.L.C., Stark & Roth, Inc., Staro Partners 1500 West Market Street Mequon, WI 53092 d) Convictions: none e) Civil Proceedings: none f) Citizenship: United States 2. a) Name: Michael A. Roth b) Residence or Business Address: 1500 West Market Street Mequon, WI 53092 c) Occupation: Investment Fund Manager Staro Asset Management, L.L.C., Stark & Roth, Inc., Staro Partners 1500 West Market Street Mequon, WI 53092 d) Convictions: none e) Civil Proceedings: none f) Citizenship: United States 3. a) Name: Staro Partners b) State of Organization: Wisconsin c) Principal Business: Securities Trading d) Address of principal business: 1500 West Market Street Mequon, WI 53092 e) Address of Principal Office: same f) Convictions none g) Civil proceedings: none 4. a) Name: Reliant Trading b) State of Organization: Wisconsin c) Principal Business: Securities Trading d) Address of principal business: 1500 West Market Street Mequon, WI 53092 e) Address of Principal Office: same f) Convictions: none g) Civil proceedings: none 5. a) Name: Shepherd Trading Limited b) State of Organization: British Virgin Islands c) Principal Business: Securities Trading Address of principal business: c/o International Fund Administration, Ltd. 48 Par-La Ville Road, Suite 464 Hamilton, HM 11 Bermuda d) Address of Principal Office: same e) Convictions: none f) Civil proceedings: none 6. a) Name: Stark International b) State of Organization: Bermuda c) Principal Business: Securities Trading Address of principal business: Century House 31 Richmond Road Hamilton HM-08 Bermuda d) Address of Principal Office: same e) Convictions: none f) Civil proceedings: none 7. a) Name: Shepherd Investment International, Ltd. b) State of Organization: British Virgin Islands c) Principal Business: Securities Trading Address of principal business: c/o International Fund Administration, Ltd. 48 Par-La Ville Road, Suite 464 Hamilton, HM 11 Bermuda d) Address of Principal Office: same e) Convictions: none f) Civil proceedings: none Item 3: Source and Amount of Funds or Other Consideration All funds used by Reliant Trading to purchase Shares acquired by Reliant Trading were obtained from the capital contributed by the limited partners of Stark Investments, L.P. and general margin financing from brokers. The amount of funds used in making the purchases was $3,611,257. The funds used by Shepherd Trading Limited to purchase the Shares acquired by Shepherd Trading Limited were obtained from the capital contributed by the shareholders of Shepherd Trading Limited. The amount of funds used in making the purchases was $3,611,257. All funds used by Staro Partners, Stark International and Shepherd Investment International, Ltd. to purchase Shares acquired by such entities were obtained from the assets of each respective partnership. The amount of funds used in making the purchases was $802,508, $1,581,915 and $1,581,915 respectively. Item 4: Purpose of Transaction The acquisition of the Shares by Reliant Trading, Shepherd Trading Limited, Staro Partners, Stark International and Shepherd Investment International, Ltd. are solely for investment purposes. Further acquisitions, sales or short sales of securities of the Issuer may be made for investment purposes, however, neither reporting person has present plans or intentions which relate to or would result in any of the transactions required to be described in Item 4 of Schedule 13D. Item 5: Interest in Securities of the Issuer Based upon the information contained in Simula, Inc.'s 10Q for the period ending June 30, 1997 there were issued and outstanding 9,063,280 Shares. Messrs. Stark and Roth beneficially own 659,840 Shares or 7.3% of the Shares. Reliant Trading beneficially owns 205,128 Shares which are issuable to it upon conversion of convertible securities of the Issuer. Messrs. Stark and Roth have shared power to vote or direct the vote and shared power to dispose or direct the disposition of the Shares beneficially owned by Reliant Trading by virtue of their position as members of Staro Asset Management, L.L.C., the managing partner of Reliant Trading. Shepherd Trading Limited beneficially owns 205,128 Shares which are issuable to it upon conversion of convertible securities of the Issuer. Messrs. Stark and Roth have shared power to vote or direct the vote and shared power to dispose or direct the disposition of the Shares beneficially owned by Shepherd Trading Limited by virtue of their position as investment manager of Shepherd Trading Limited. Stark International and Shepherd Investment International, Ltd. each beneficially own 102,000 Shares. Staro Partners beneficially owns 45,584 Shares issuable to it upon conversion of convertible securities of the Issuer. Messrs. Stark and Roth have shared power to vote or direct the vote and shared power to dispose or direct the disposition of the Shares beneficially owned by Stark International, Shepherd Investment International, Ltd. and Staro Partners by virtue of their position as the managing partners of each such partnerships. The following tables detail the transactions by entities controlled by the reporting persons in the Shares during the past 60 days:: Shepherd Trading Limited Date Quantity Price Transaction Type 9/17/97 5,000 23.0625 Open Mkt. Sale 9/16/97 1,000 23.7625 Open Mkt. Sale 9/12/97 236,109 15.14131 Open Mkt. Purchase 9/12/97 1,1805 15.14189 Open Mkt. Purchase 9/12/97 3,000 23.833 Open Mkt. Sale 9/11/97 3,000 23.875 Open Mkt. Sale 9/10/97 7,000 23.951 Open Mkt. Sale 9/09/97 250 24.000 Open Mkt. Sale 9/05/97 2,500 24.375 Open Mkt. Sale 9/04/97 1,000 24.625 Open Mkt. Sale 9/03/97 1,000 24.5625 Open Mkt. Sale 9/02/97 5,000 23.493 Open Mkt. Sale 8/29/97 1,000 23.0625 Open Mkt. Sale 8/28/97 13,024 22.8522 Open Mkt. Sale 8/27/97 750 22.5 Open Mkt. Sale 8/26/97 750 22.375 Open Mkt. Sale 8/25/97 1,500 22.000 Open Mkt. Sale 8/22/97 1,500 21.875 Open Mkt. Sale 8/12/97 3,552 23.4167 Open Mkt. Sale 8/06/97 1,000 23.125 Open Mkt. Sale 8/05/97 600 23.25 Open Mkt. Sale Reliant Trading Date Quantity Price Transaction Type 9/17/97 5,000 23.0625 Open Mkt. Sale 9/16/97 1,000 23.7625 Open Mkt. Sale 9/12/97 235,040 15.21018 Open Mkt. Purchase 9/12/97 11,751 15.21147 Open Mkt. Purchase 9/12/97 3,000 23.833 Open Mkt. Sale 9/11/97 3,000 23.875 Open Mkt. Sale 9/10/97 7,000 23.951 Open Mkt. Sale 9/09/97 250 24.000 Open Mkt. Sale 9/05/97 2,500 24.375 Open Mkt. Sale 9/04/97 1,000 24.625 Open Mkt. Sale 9/03/97 1,000 24.5625 Open Mkt. Sale 9/02/97 5,000 23.493 Open Mkt. Sale 8/29/97 1,000 23.0625 Open Mkt. Sale 8/28/97 13,024 22.8522 Open Mkt. Sale 8/27/97 750 22.5 Open Mkt. Sale 8/26/97 750 22.375 Open Mkt. Sale 8/25/97 1,500 22.000 Open Mkt. Sale 8/22/97 1,500 21.875 Open Mkt. Sale 8/12/97 3,552 23.4167 Open Mkt. Sale 8/06/97 1,000 23.125 Open Mkt. Sale 8/05/97 600 23.25 Open Mkt. Sale Staro Partners Date Quantity Price Transaction Type 9/16/97 500 23.7625 Open Mkt. Sale 9/12/97 700 23.833 Open Mkt. Sale 9/11/97 1,000 23.875 Open Mkt. Sale 9/10/97 4,000 23.951 Open Mkt. Sale 9/04/97 500 24.625 Open Mkt. Sale 9/03/97 1,000 24.5625 Open Mkt. Sale 8/29/97 500 23.0625 Open Mkt. Sale 8/28/97 1,452 22.8522 Open Mkt. Sale 8/27/97 500 22.5 Open Mkt. Sale 8/26/97 500 22.375 Open Mkt. Sale 8/25/97 1,000 22.000 Open Mkt. Sale 8/12/97 396 23.4167 Open Mkt. Sale No other entity controlled by the reporting persons has traded Shares within the past 60 days. Item 6: Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The reporting persons, through Reliant Trading, Shepherd Trading Limited and Staro Partners, are the holders of Series C 10% Senior Subordinated Notes No. 41 through 70 Representing in the Aggregate $7,150,000 Principal Amount (the "Notes") issued by the Issuer which are convertible into Shares. Pursuant to Amendment No. 1 to the Notes (filed as Exhibit 2 hereto), the reporting persons have agreed not to convert any portion of the principal of or interest on the Notes which would result in the reporting persons and their affiliates beneficially owning more than 9.9% of the outstanding Shares. Item 7: Material to be filed as exhibits. Exhibit 1: Agreement of reporting persons as to joint filing. Exhibit 2: Amendment No. 1 to Series C 10% Senior Subordinated Notes No. 41 through 70 Representing in the Aggregate $7,150,000 Principal Amount. EXHIBIT 1 AGREEMENT AS TO JOINT FILING Dated September 22, 1997 The undersigned hereby agree that the Schedule 13D with respect to Simula, Inc. dated as of the date hereof is filed on behalf of each of the undersigned jointly pursuant to Rule 13d-1(f)(1). /s/Brian J. Stark ________________________ Brian J. Stark /s/Michael A. Roth ________________________ Michael A. Roth EXHIBIT 2 Amendment No. 1 To Series C 10% Senior Subordinated Notes No. 41 through 70, Representing In the Aggregate $7,150,000 Principal Amount ("Notes") The Notes are hereby amended as follows: Holder acknowledges that in no event shall Holder be entitled to convert any portion of the principal of or interest on the Notes in excess of that amount upon conversion of which the sum of (1) the number of Common Stock beneficially owned by Holder and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the principal amount of, and interest on, the Notes) and (2) the number of Common Stock issuable upon the conversion of the principal amount of, and interest on, the portion of the Notes with respect to which the determination of this proviso is being made, would result in beneficial ownership by Holder and its affiliates of more than 9.9% of the outstanding shares of Issuer's Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, except as otherwise provided in clause (1) hereof. "Affiliates" shall have the meaning as defined under the Securities Exchange Act of 1934. The undersigned party acting on behalf of the Holders, represents that it is duly authorized to hereby bind the Holders and execute this amendment on their behalf. HOLDERS: By /s/ Michael A. Roth ________________________ Michael A. Roth SIMULA, INC. By /s/ Sean K. Nolan ________________________ Sean K. Nolan Its Chief Financial Officer SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. September 22, 1997 /s/Brian J. Stark _______________________ Brian J. Stark /s/ Michael A. Roth _____________________ Michael A. Roth ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----