Symbol Technologies Inc – ‘SC 13D/A’ on 9/17/02 re: Atpos Com Inc

On:  Tuesday, 9/17/02, at 2:41pm ET   ·   Accession #:  893750-2-581   ·   File #:  5-44868

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           8     32K 
                          Ownership -- schedule13d                               
 2: EX-99.1     Miscellaneous Exhibit -- exhibita                      2     11K 
 3: EX-99.2     Miscellaneous Exhibit -- exhibitb                      9     30K 
 4: EX-99.3     Miscellaneous Exhibit -- exhibitc                     50    212K 
 5: EX-99.4     Miscellaneous Exhibit -- exhibitd                     11     44K 
 6: EX-99.5     Miscellaneous Exhibit -- exhibite                      1      7K 

SC 13D/A   —   Amendment to General Statement of Beneficial Ownership — schedule13d
Document Table of Contents

SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  

SCHEDULE 13D/A  
(Rule 13d-101)  

INFORMATION TO BE INCLUDED IN STATEMENTS  
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS  
THERETO FILED PURSUANT TO RULE 13d-2(a) 
(Amendment No. 4) 

@pos.com, Inc.  
(Name of Issuer)  

COMMON STOCK, PAR VALUE $.001 PER SHARE 
(Title of Class of Securities)  

04963A104 
(CUSIP Number)  

LEONARD GOLDNER, ESQ. 
EXECUTIVE VICE PRESIDENT and GENERAL COUNSEL  
SYMBOL TECHNOLOGIES, INC. 
ONE SYMBOL PLAZA  
HOLTSVILLE, NEW YORK 11742  
(631) 738-2400  

(Name, Address and Telephone Number of Person 
Authorized to Receive Notices and Communications) 
with a copy to: 

EDWARD J. CHUNG, ESQ. 
SIMPSON THACHER & BARTLETT  
425 LEXINGTON AVENUE  
NEW YORK, NEW YORK 10017-3954 
(212) 455-2000  

September 16, 2002  
(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(e), 13d-1(f) or 13d-1(g),  
check the following box [ ].                                          

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CUSIP No. 04963A104                                                             

________________________________________________________________________________
1    NAME OF REPORTING PERSONS                                                  
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)           

Symbol Technologies, Inc.  11-2308681                                 
Symbol Acquisition 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                                                              
________________________________________________________________________________
7    SOLE VOTING POWER                            

NUMBER OF                                                                   
0                                       
   SHARES      _________________________________________________________________
8    SHARED VOTING POWER                          
BENEFICIALLY        (see Item 5 below)                                          

OWNED BY          19,317,942(1)                                             
               _________________________________________________________________
EACH       9    SOLE DISPOSITIVE POWER                                  

REPORTING                                                                   
0                                       
   PERSON      _________________________________________________________________
10   SHARED DISPOSITIVE POWER                     
WITH            (see Item 5 below)                                      

19,317,942(1)                           
________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               
(see Item 5 below)                                                    

19,317,942(1)                                                         
________________________________________________________________________________
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     

                                                               [_]

________________________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

92.2%(1) (see Item 5 below)                                           
________________________________________________________________________________
14   TYPE OF REPORTING PERSON*                                                  

CO                                                                    
________________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!  
--------                                                                        
1  Calculated pursuant to Rule 13d-3 and based upon information provided by the 
Company updated to the date of this filing.                               

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ITEM 1.  SECURITY AND ISSUER.                                                   

  This Amendment No. 4 amends and restates in its entirety Amendment No. 3
to the Statement on Schedule 13D filed on September 12, 2002 (as amended and    
restated by this Amendment No. 4, the "Schedule 13D") by Symbol Technologies,   
Inc. ("Symbol") and relates to the common stock, par value $.001 per share      
("Common Stock"), of @pos.com, Inc., a Delaware corporation (the "Company").    
The principal executive offices of the Company are located at 3051 North First  
Street, San Jose, California 95134.                                             

ITEM 2.  IDENTITY AND BACKGROUND.                                               

   Schedule I to the Schedule 13D sets forth the name, the business address,
the present principal occupation or employment (and the name, principal         
business and address of any corporation or other organization in which such     
employment is conducted), and the citizenship of the directors, executive       
officers and controlling persons of Symbol and its wholly owned subsidiary,     
Symbol Acquisition Corp.                                                        

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                     

The response to Item 4 is incorporated herein by reference.   

ITEM 4.  PURPOSE OF TRANSACTION.                                                

  Pursuant to a letter dated July 25, 2002, Symbol proposed to the
Company that Symbol acquire all of the outstanding capital stock of the         
Company. Symbol's letter is attached as Exhibit A to this Schedule 13D. As a    
condition to entering into discussions with Symbol with respect to such an      
acquisition, the Company requested that Symbol provide it with interim working  
capital financing. On July 26, 2002, Symbol agreed to provide such financing    
out of its working capital pursuant to a convertible promissory note in the     
amount of $400,000 (the "Old Note").                                            

      On August 12, 2002, Symbol, Symbol Acquisition Corp. and the Company
entered into an Agreement and Plan of Merger (the "Merger Agreement") and, in   
connection therewith, the Old Note was replaced by the Amended and Restated     
Convertible Promissory Note in the amount of $3,500,000 (the "Amended Note"),   
also provided out of Symbol's working capital, to repay in full all of the      
borrowings outstanding under the Convertible Promissory Note dated June 25,     
2002 held by Hand Held Products, Inc. and to provide additional interim         
working capital to the Company until the transactions contemplated by the       
Merger Agreement are consummated. As of September 16, 2002, the Company owed    
$2,805,309.09 in outstanding principal and interest under the Amended Note. The 
Amended Note is convertible at any time into a number of shares of Common       
Stock equal to the product of (A) a fraction, the numerator of which is the     
then-outstanding balance of the Amended Note (including accrued and unpaid      
interest) and the denominator of which is $5,000,000, and (B) the number of     
shares of Common Stock outstanding on a fully diluted basis. On September       
16, 2002, Symbol converted $2,100,000 of the principal amount and interest      
outstanding under the Amended Note into 9,780,278 shares of Common Stock, which 
at the request of Symbol was directly issued to Symbol Acquisition Corp., a     
wholly owned subsidiary of Symbol. The Amended Note is attached as Exhibit B to 
this Schedule 13D.                                                              

Pursuant to the Merger Agreement, on August 19, 2002, Symbol  

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Acquisition Corp. commenced a cash tender offer (the "Offer") to purchase all   
of the issued and outstanding shares of the Common Stock at a purchase price    
of $0.46 per share, net to the seller in cash. The tender offer expired at      
12:00 midnight on September 16, 2002. On September 17, 2002, Symbol             
Acquisition Corp. accepted for payment 9,537,664 shares of Common Stock         
tendered pursuant to the tender offer. Subject to the terms and conditions set  
forth in the Merger Agreement, following the consummation of the Offer and      
payment for the shares of Common Stock tendered thereunder, Symbol Acquisition  
Corp. shall be merged with and into the Company, with the Company continuing    
as the surviving corporation in such merger (the "Merger"). Symbol shall        
finance the Offer and Merger out of its working capital.                        

Following the consummation of the Offer, the Common Stock shall be    
eligible for termination of registration pursuant to Section 12(g)(4) of the    
Securities Exchange Act of 1934, as amended, and is expected to be no longer    
eligible to be quoted on the OTC Bulletin Board. The Merger Agreement is        
attached as Exhibit C to this Schedule 13D.                                     

Concurrently with the execution of the Merger Agreement, on August 12,
2002, Symbol, Symbol Acquisition Corp. and certain major stockholders of the    
Company entered into a Tender and Voting Agreement (the "Tender Agreement")     
whereby such stockholders have agreed to tender their Common Stock in the       
Offer and take other actions in support of the Offer, the Merger and the        
transactions contemplated by the Merger Agreement. The Tender Agreement is      
attached as Exhibit D to this Schedule 13D.                                     

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  

The response to Item 4 is incorporated herein by reference.           

Based upon information provided by the Company updated to the date    
hereof, Symbol and Symbol Acquisition Corp. estimate that they have             
beneficial ownership of 19,317,942 shares of Common Stock (representing         
approximately 92.2% of the outstanding Common Stock), including shared power    
to vote and dispose of all shares so owned.                                     

  Other than as described in this Schedule 13D, neither Symbol nor, to its
knowledge, any of the persons identified on Schedule I, have effected           
transactions in shares of the Common Stock during the preceding 60 days.        

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT  
TO SECURITIES OF THE ISSUER.                                                    

The response to Item 4 is incorporated herein by reference.           

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.                                      

A. Letter dated July 25, 2002 from Symbol to the Company.             

B. Amended and Restated Convertible Promissory Note, dated August 12, 
2002, made by the Company and Crossvue, Inc. in favor of Symbol.                

C. Agreement and Plan of Merger, dated as of August 12, 2002, by and  
among the Company, Symbol and Symbol Acquisition Corp.                          

   D. Tender and Voting Agreement, dated as of August 12, 2002, by and among
Symbol, Symbol Acquisition Corp. and certain stockholders of the Company.       

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  E. Letter Agreement, dated September 16, 2002, by and between Symbol and
Symbol Acquisition Corp.                                                        

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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.                                                                    

Date:  September 17, 2002              SYMBOL TECHNOLOGIES, INC.                

                     By: /S/ LEONARD GOLDNER
                             -------------------------------
             LEONARD GOLDNER
                          Executive Vice President and
             General Counsel

Date:  September 17, 2002              SYMBOL ACQUISITION CORP.                 

                     By: /S/ LEONARD GOLDNER
                             -------------------------------
             LEONARD GOLDNER
                           Vice President, Secretary and
                 Assistant Treasurer

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SCHEDULE I  

INFORMATION CONCERNING THE DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING  
PERSONS OF SYMBOL TECHNOLOGIES, INC. AND SYMBOL ACQUISITION CORP.   

      Each of the individuals listed below is a United States citizen. The
business address of each individual is One Symbol Plaza, Holtsville, New York   
11742-1300. The address of the corporation or organization (if other than       
Symbol), if any, at which the principal occupation or employment of each such   
individual is conducted is set forth below such individual's name. To the       
knowledge of Symbol, during the last five years, none of such persons has been  
(a) convicted in a criminal proceeding, excluding traffic violations or         
similar misdemeanors, or (b) a party to a civil proceeding of a judicial or     
administrative body, the result of which was a judgment or decree 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.                                                                      

NAME AND CURRENT BUSINESS               PRESENT PRINCIPAL OCCUPATION  
ADDRESS                                OR EMPLOYMENT
-------------------------               ----------------------------  

Richard Bravman ......................  Vice Chairman of the Board of Directors 
                                     and Chief Executive Officer of Symbol
                                Technologies, Inc. President and
                                    Director of Symbol Acquisition Corp.

George Bugliarello....................  Director of Symbol Technologies, Inc.   
                                     Chancellor of Polytechnic University.
c/o  Polytechnic University                                                     
6 Metrotech Center                                                    
Brooklyn, New York 11201                                              

Leonard H. Goldner....................  Executive Vice President, General       
                               Counsel and Secretary of Symbol
                                 Technologies, Inc. Director, Vice
                                  President, Secretary and Assistant
                                     Treasurer of Symbol Acquisition Corp.

Carole DeMayo.........................  Senior Vice President-Human Resources   
                            of Symbol Technologies, Inc.

Ron Goldman...........................  Senior Vice President, General          
                              Manager-Marketing and Business
                                   Development of Symbol Technologies,
    Inc.

Leo A. Guthart........................  Director of Symbol Technologies, Inc.   
                                     Managing Partner of Topspin Partners,
c/o  Topspin Partners, L.P.             L.P.                                    
3 Expressway Plaza, Suite 100                                         
Roslyn Heights, New York 11577                                        

Kenneth V. Jaeggi.....................  Senior Vice President-Finance and Chief 
                           Financial Officer of Symbol
                  Technologies, Inc.

Joseph Katz...........................  Senior Vice President-Research and      
                                   Development of Symbol Technologies,
    Inc.

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Robert Korkuc.........................  Vice President, Chief Accounting        
                                    Officer of Symbol Technologies, Inc.
                                       Vice President, Treasurer and Assistant
                                     Secretary of Symbol Acquisition Corp.

Harvey P. Mallement...................  Director of Symbol Technologies, Inc.   
                                    General Partner of Harvest Partners,
c/o  Harvest Partners, Inc.             Inc.                                    
280 Park Avenue, 33rd Floor                                           
New York, New York 10017                                              

Raymond R. Martino....................  Vice Chairman of the Board of Symbol    
                                    Technologies, Inc. Retired; formerly
                                     President and Chief Operating Officer
                            of Symbol Technologies, Inc.

Boris Metlitsky.......................  Senior Vice President-Corporate         
                                   Engineering of Symbol Technologies,
    Inc.

William Nuti..........................  President and Chief Operating Officer   
                            of Symbol Technologies, Inc.

Satya Sharma..........................  Senior Vice President, General          
                                      Manager-Worldwide Operations of Symbol
                  Technologies, Inc.

James Simons..........................  Director of Symbol Technologies, Inc.   
                                     President of Renaissance Technologies
c/o  Renaissance Technologies           Corporation.                            
Corporation                                                           
800 Third Avenue, 33rd Floor                                          
New York, New York 10022                                              

Jerome Swartz.........................  Chairman of the Board of Directors,     
                                      Chief Scientist and Director of Symbol
                  Technologies, Inc.

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		9/17/02		4		6			4
		9/16/02		1		5			4
		9/12/02		3					4,  SC 13D/A
		8/19/02		3					SC TO-T
		8/12/02		3		4			3
		7/26/02		3
		7/25/02		3		4
		6/25/02		3
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