THIS DOCUMENT IS A COPY OF THE SCHEDULE 13D FILED ON JUNE 13, 1996 PURSUANT TO
RULE 201 TEMPORARY HARDSHIP EXEMPTION.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
---------
EXTECH Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
302234 10 9
(CUSIP Number)
Fred S. Skolnik, Esq. (516) 296-7000
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue, East Meadow, NY 11554
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 3, 1996
(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 [ ].
Check the following box if a fee is being paid with the statement [ X ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
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).
SCHEDULE 13D
CUSIP No. 302234 10 9
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
ADAM LIEBERMAN
2. Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
WC (OF STERLING FOSTER HOLDING CORP.)
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
Number of Shares 7. Sole Voting Power
Beneficially Owned 1,800,000
By Each Reporting
Person With ----------------------------------------------
8. Shared Voting Power
-0-
----------------------------------------------
9. Sole Dispositive Power
1,800,000
----------------------------------------------
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
32.2%
14. Type of Reporting Person
IN
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SCHEDULE 13D
CUSIP No. 302234 10 9
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
STERLING FOSTER HOLDING CORP.
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
DELAWARE
Number of Shares 7. Sole Voting Power
Beneficially Owned 1,800,000
By Each Reporting
Person With ----------------------------------------------
8. Shared Voting Power
-0-
----------------------------------------------
9. Sole Dispositive Power
1,800,000
----------------------------------------------
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
32.2%
14. Type of Reporting Person
HC/CO
3
ITEM 1. SECURITY AND ISSUER.
-------------------
This statement on Schedule 13D filed by Sterling Foster Holding
Corp. ("Sterling Foster") and Adam Lieberman relates to the Common Stock,
par value $.01 per share, of EXTECH Corporation ("EXTECH"), a Delaware
corporation ("EXTECH Common Shares"). The address of the principal
executive offices of EXTECH is 90 Merrick Avenue, East Meadow, New York
11554.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
(a) This statement is being filed by Sterling Foster, a Delaware
corporation, and Adam Lieberman.
(b) Sterling Foster is a real estate holding company. The
address of the principal business and principal office of Sterling Foster,
and the business address of Mr. Lieberman, is 198 Woodbine Road, Roslyn
Heights, NY 11577. The President and sole owner of Sterling Foster is Mr.
Lieberman.
(c) Mr. Lieberman is a citizen of the United States of America.
His principal employment is serving as President of both Sterling Foster
and Sterling Foster & Co., Inc., a securities broker-dealer.
(d) Neither of the reporting persons has, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither of the reporting persons has, during the last five
years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
The funds for the purchase reported herein were provided from the
working capital of Sterling Foster.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Pursuant to a Subscription Agreement, dated as of June 3, 1996,
EXTECH sold an aggregate of 3,200,000 EXTECH Common Shares, at a price of
$.25 per share, as follows:
Name Number of Shares
---- ----------------
Morton L. Certilman 700,000 (including 360,000
by his retirement
trust)
Jay M. Haft 700,000
Sterling Foster Holding
Corp. 1,800,000
4
The EXTECH Common Shares have been acquired by Sterling Foster
for investment and neither of the reporting persons has any specific plans
to acquire additional amounts of, or to dispose of, securities of EXTECH.
As a result of Sterling Foster's ownership of such shares, it and Mr.
Lieberman may be deemed to have substantial influence over the affairs and
management of EXTECH. However, neither Sterling Foster nor Mr. Lieberman
has any definitive plan or proposal which relates to, or would result in,
any of the actions enumerated in Item 4 of Schedule 13D. Notwithstanding
the foregoing, the acquisition of the EXTECH Common Shares was made with
the understanding that the proceeds from the sale thereof may be used by
EXTECH in connection with the acquisition and/or operation of one or more
sports franchises and/or related sports equipment companies.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
Sterling Foster and Mr. Lieberman (by reason of his position with
Sterling Foster) each is the beneficial owner of, and has sole voting and
dispositive power over, 1,800,000 EXTECH Common Shares, (or approximately
32.2% of the outstanding EXTECH Common Shares).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
-------------------------------------------------------------
RESPECT TO SECURITIES OF THE ISSUER.
-----------------------------------
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Sterling Foster and Mr.
Lieberman, or between such persons and any other person, with respect to
any securities of EXTECH, including, but not limited to, transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
(1) Subscription Agreement, dated as of June 3, 1996, among
EXTECH, Morton L. Certilman, Jay M. Haft and Sterling Foster.
5
SIGNATURES
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 12, 1996
/s/
------------------------------
Adam Lieberman
STERLING FOSTER HOLDING CORP.
By:/s/
----------------------------
Adam Lieberman, President
Exhibit 1
SUBSCRIPTION AGREEMENT made as of the 3rd day of June, 1996
between EXTECH CORPORATION, a Delaware corporation (the "Company"), and the
undersigned subscribers (individually, a "Subscriber" and collectively, the
"Subscribers").
The Company desires to obtain financing by selling to the
Subscribers an aggregate of 3,200,000 Common Shares, par value $.01 per
share (the "Shares"), at a price of $0.25 per Share (the "Offering"). Each
Subscriber desires to purchase the number of Shares set forth on the
signature page hereof.
NOW, THEREFORE, for and in consideration of the mutual
representations and covenants hereinafter set forth, the parties hereto do
hereby agree as follows:
I. SUBSCRIPTION FOR SHARES
1.1 Subject to the terms and conditions hereinafter
set forth, each Subscriber hereby subscribes for and irrevocably agrees to
purchase from the Company the number of Shares set forth on the signature
page hereof, and the Company agrees to sell such Shares to each of the
Subscribers, at a purchase price equal to $0.25 per Share. The purchase
price is payable on June 10, 1996 by check made payable to the order of the
Company. The certificates evidencing the Shares purchased by the
Subscribers will be delivered by the Company to the Subscribers as soon as
practicable following the Company's receipt of the purchase price therefor.
II. REPRESENTATIONS BY SUBSCRIBER
Each Subscriber understands and agrees that the Company
is relying and may rely upon the following representations, warranties and
agreements made by such Subscriber in entering into this Agreement:
2.1 Each Subscriber recognizes that the purchase of
the Shares involves a high degree of risk and is suitable only for persons
of adequate financial means who have no need for liquidity in this
investment in that (a) he may not be able to liquidate his investment in
the event of emergency; (b) transferability is extremely limited; and (c)
in the event of a disposition, he could sustain a complete loss of his
investment.
2.2 Each Subscriber acknowledges that he (a) is
competent to understand and does understand the nature of the investment;
and (b) must be able to bear the economic risk of the investment.
2.3 Each Subscriber understands that he must be an
accredited investor as described in paragraph 2.3.1 through 2.3.3 hereof to
qualify for the purchase of the Shares, and hereby represents and warrants
that he is an accredited investor. In order to be an accredited investor,
he must be one or more of the following:
2.3.1 A Director or executive officer of the
Company;
2.3.2 A natural person whose individual net worth
or joint net worth with that person's spouse, at the time of his purchase,
exceeds $l,000,000; or
2.3.3 A natural person who had an individual
income in excess of $200,000 in each of the two most recent years or joint
income with that person's spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching the same income level in
the current year.
2.4 Each Subscriber acknowledges that he has
significant prior investment experience, including investment in non-listed
and non-registered securities, and that he has read all of the documents
furnished or made available by the Company to evaluate the merits and risks
of his investment; and that he recognizes the highly speculative nature of
this investment and is able to bear the economic risk he hereby assumes.
2.5 Each Subscriber hereby represents that the Company
has furnished to him a copy of the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1995 and Quarterly Report on Form
10-QSB for the period ended March 31, 1996. The Subscriber represents
further that he has been furnished with all information regarding the
Company which he has requested or desired to know; that all other documents
which could be reasonably provided have been made available for his
inspection and review; and that he has been afforded the opportunity to ask
questions of and receive answers from duly authorized officers and/or other
representatives of the Company concerning the terms and conditions of the
Offering, and any additional information which he has requested.
2.6 Each Subscriber hereby acknowledges that this
Offering of Shares has not been reviewed by the Securities and Exchange
Commission (the "SEC") because it is intended to be a non-public offering
pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
"Act").
2.7 Each Subscriber represents that the Shares are
being purchased for his own account, for investment, and not for
distribution or resale to others. Each Subscriber agrees that he will not
sell, transfer or otherwise dispose of the Shares or any portion thereof,
unless they are registered under the Act or unless an exemption from such
registration is available.
2.8 Each Subscriber consents that the Company may, if
it desires, permit the transfer of the Shares by the Subscriber out of his
name only when his request for transfer is accompanied
2
by an opinion of counsel satisfactory to the Company that neither the sale
nor the proposed transfer results in a violation of the Act or any
applicable state "blue sky" laws (collectively, "Securities Laws"). Each
Subscriber agrees to hold the Company and its directors, officers and
controlling persons and their respective heirs, representatives, successors
and assigns harmless and to indemnify them against all liabilities, costs
and expenses (including attorneys' fees) incurred by them as a result of
any sale or distribution by such Subscriber in violation of any Securities
Laws or any misrepresentation herein.
2.9 Each Subscriber consents to the placement of a
legend on the certificates evidencing the Shares stating that they have not
been registered under the Act and setting forth or referring to the
restrictions on transferability and sale thereof. Each Subscriber is aware
that the Company will make a notation in its appropriate records with
respect to the restrictions on the transferability of the Shares.
III. REPRESENTATIONS BY THE COMPANY
3.1 The Company represents and warrants to each
Subscriber as follows:
(a) The Company is a corporation duly organized,
existing and in good standing under the laws of the State of Delaware and
has the corporate power to conduct its business.
(b) The execution, delivery and performance of
this Agreement by the Company has been duly approved by the Board of
Directors of the Company.
(c) The Shares have been duly and validly
authorized and, when issued in accordance with the terms hereof, will be
duly and validly authorized and issued, fully paid and nonassessable.
IV. INTENDED USE OF PROCEEDS
4.1 Each Subscriber hereby acknowledges that the
proceeds from the sale of the Shares are intended to be used by the Company
in connection with the acquisition and/or operation of one or more sports
franchises and/or related sports equipment companies. Each Subscriber
acknowledges the substantial risks involved in such regard, including,
without limitation, the lack of experience on the part of the Company
management in such industries. Each Subscriber acknowledges further that
no assurances are being given by the Company that the proceeds of the sale
will be so utilized.
3
V. INVESTMENT RESTRICTIONS
5.1 Each Subscriber acknowledges that there is a very
limited public market for the Shares. Each Subscriber understands that,
absent registration under the Act, the Shares may only generally be
publicly sold pursuant to Rule 144 (the "Rule") promulgated under the Act.
The Rule permits, subject to all of its terms and conditions, the public
resale (in limited amounts) of securities acquired in non-public offerings
without having to satisfy the registration requirements of the Act. The
Subscriber further understands that the Company makes no representation or
warranty regarding its fulfillment in the future of any reporting
requirements under the Securities Exchange Act of 1934, as amended, or its
dissemination to the public of any current financial or other information
concerning the Company, which in most circumstances is required by the Rule
as one of the conditions of its availability. Accordingly, each Subscriber
recognizes that, notwithstanding the existence of a public market for the
Shares, he may not be able to take advantage of the resale provisions of
the Rule and may be unable to publicly offer or sell any of such Shares.
VI. NOTICES TO SUBSCRIBERS
6.1 THE SHARES HAVE NOT BEEN REGISTERED UNDER THE ACT
AND ARE BEING OFFERED AND SOLD IN RELIANCE ON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT. THE SHARES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
6.2 The Shares are subject to restrictions on
transferability and resale and may not be transferred or resold except as
permitted under the Act, and applicable state securities laws, pursuant to
registration or exemption therefrom.
VII. MISCELLANEOUS
7.1 Any notice or other communication given hereunder
shall be deemed sufficient if in writing and sent by registered or
certified mail, return receipt requested, overnight mail or courier or
telecopier, addressed to the Company at 90 Merrick Avenue, East Meadow, New
York 11554, Attention: President and to each Subscriber at his address
indicated on the signature page hereof. Notices shall be deemed to have
been given on the date of mailing, except notices of change of address,
which shall be deemed to have been given when received.
7.2 This Agreement shall not be changed, modified or
amended except by a writing signed by the party to be charged, and this
Agreement may not be discharged except by performance in
4
accordance with its terms or by a writing signed by the party to be
charged.
7.3 This Agreement shall be binding upon and inure to
the benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns. This Agreement sets forth the
entire agreement and understanding between the parties as to the subject
matter thereof and merges and supersedes all prior discussions, agreements
and understandings of any and every nature between them. Each Subscriber
acknowledges and agrees that the Company is making no representations in
connection with the purchase and sale of the Shares except as expressly set
forth herein.
7.4 This Agreement and its validity, construction and
performance shall be governed in all respects by the laws of the State of
New York, applicable to agreements to be performed wholly within the State
of New York.
7.5 This Agreement may be executed in counterparts.
Upon the execution and delivery of this Agreement by the Subscriber, this
Agreement shall become a binding obligation of the Subscriber with respect
to the purchase of the Shares as herein provided.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first written above.
EXTECH CORPORATION
By:/s/
---------------------------
Brian K. Ziegler, Secretary
SUBSCRIBERS
-----------
/s/
-------------------------------
Morton L. Certilman
90 Merrick Avenue
East Meadow, New York 11554
-------------------------------
Address
340,000
-------------------------------
Number of Shares Subscribed for
$85,000
------------------------------
Aggregate Purchase Price
/s/
-------------------------------
Jay M. Haft
201 S. Biscayne Blvd.,
Suite 3000
Miami, Florida 33131
-------------------------------
Address
700,000
------------------------------
Number of Shares Subscribed for
$175,000
------------------------------
Aggregate Purchase Price
STERLING FOSTER HOLDING CORP.
By: /s/
-------------------------------
Adam Lieberman, President
198 Woodbine Road
Roslyn Heights, NY 11577
-------------------------------
Address
1,800,000
------------------------------
Number of Shares Subscribed for
$450,000
------------------------------
Aggregate Purchase Price
6
/s/
------------------------------
Certilman Balin Adler
& Hyman, LLP
401K Plan, FBO
Morton L. Certilman
360,000
-------------------------------
Number of Shares Subscribed for
$90,000
------------------------------
Aggregate Purchase Price
7