General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D Schedule 13D #44723.1 5 23K
2: EX-2 Plan of Acquisition, Reorganization, Arrangement, 18 61K
Liquidation or Succession
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
ELECTRONIC MANUFACTURING SERVICES GROUP, INC.
(Name of Issuer)
Common Stock, Par Value $.0025 per Share
(Title of Class of Securities)
466086-20-4
(CUSIP Number)
Gerald F. Roach
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
P.O. Box 2611, Raleigh, North Carolina 27602 (919) 821-6668
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 31, 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).
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Craig Macnab
174-60-1999
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
281,171
NUMBER OF _______________________________________
SHARES 8 SHARED VOTING POWER
76,170
BENEFICIALLY _______________________________________
OWNED BY 9 SOLE DISPOSITIVE POWER
281,171
EACH _______________________________________
PERSON 10 SHARED DISPOSITIVE POWER
76,170
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
357,341
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
Common Stock, par value $.0025 per share, of
Electronic Manufacturing Services Group, Inc., a Delaware
corporation ("EMSG") whose principal executive offices are
located at 6638 Old Wake Forest Road, Raleigh, North Carolina
27604. The principal executive officers of EMSG are (i)
Kenneth H. Marks, President and Chief Executive Officer, and
(ii) Kenneth L. Marks, Secretary. The business address for
Messrs. Marks and Marks is the same as set forth above for
EMSG's principal executive offices.
Item 2. Identity and Background.
This Schedule 13D is filed by Craig Macnab, a citizen
of the United States ("Macnab"). Macnab is currently employed
by MacNeil Advisors. Macnab's business address is 330 Commerce
Street, Nashville, Tennessee 37201.
Macnab has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and he has not been party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he was or is
subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or any violations with
respect to such laws.
Item 3. Sources and Amount of Funds or Other Consideration.
Macnab acquired his shares in EMSG on July 31, 1996
pursuant to the consummation of that certain Agreement and
Plan of Merger by and among EMSG, J.A. Industries of North
Carolina, Inc. ("Acquisition"), and Kenmar Business Groups,
Inc. ("Kenmar") dated as of March 1, 1996 (the "Merger
Agreement"). Pursuant to the Merger Agreement, the parties
thereto effected a reverse triangular merger whereby Kenmar
(which has subsequently changed its name to "EMSG Systems
Division, Inc.") became a wholly-owned subsidiary of EMSG, and
each share of Kenmar's Common Stock was converted into the
right to receive 42.06 shares of unregistered Common Stock of
EMSG. At the consummation of the merger pursuant to the Merger
Agreement, Macnab owned 5,285 shares of the Common Stock of
Kenmar, and his wife Deirdre Macnab owned 700 shares. In
addition, MacNeil Advisors, a general partnership of which
Macnab is a 50% general partner, owned 1,111 shares of the
Common Stock of Kenmar at the consummation of the merger. The
sum of these shares, 7,096, was converted into the right to
receive 298,457 shares of the Common Stock of EMSG upon the
consummation of the merger. Macnab disclaims beneficial
ownership of all shares owned by his wife and by MacNeil
Advisors.
Pursuant to two separate Employee Stock Option
Agreements between Macnab and EMSG, each dated as of July 30,
1996, Macnab has an option to purchase an additional 58,884
shares of EMSG Common Stock (16,824 at an exercise price of
$1.07 per share and 42,060 at $.06 per share) (the "Macnab
Option Agreements").
None of the shares currently owned by Macnab are
subject to any liens or encumbrances.
Item 4. Purpose of Transaction.
Macnab has no current intentions with respect to EMSG
other than personal investment.
Item 5. Interest in Securities of the Issuer.
As described above, Macnab acquired 298,457 shares of
EMSG Common Stock on July 31, 1996 pursuant to the
consummation of the merger contemplated by the Merger
Agreement. In addition, pursuant to the Macnab Option
Agreements, Macnab has options to purchase an additional
16,824 shares of EMSG Common Stock at an exercise price of
$1.07 per share and an option to purchase an additional 42,060
shares of EMSG Common Stock at an exercise price of $.06 per
share.
Pursuant to the Merger Agreement, EMSG entered into
an Option Agreement, dated as of July 30, 1996, with Kenmar,
Acquisition and Kenneth H. Marks (as representative of the
Kenmar shareholders) (the "Option Agreement"). Pursuant to the
Option Agreement, the former Kenmar shareholders have a right
to purchase 750,000 shares of EMSG Common Stock for an
aggregate purchase price of $1 upon the occurrence of any
breach of any representation, warranty, covenant, or other
obligation of EMSG or Acquisition under the Merger Agreement.
In the event the option under the Option Agreement were to be
exercised, Macnab would acquire an additional 60,318 shares of
EMSG Common Stock, his wife would acquire an additional 7,987
shares of EMSG Common Stock, and MacNeil Advisors would
acquire an additional 12,680 shares of EMSG Common Stock.
All ownership percentages set forth herein are based
on (i) 5,510,082 shares of EMSG Common Stock outstanding,
which was the approximate amount outstanding after the
consummation of the merger described above, plus (ii) the
58,884 shares of EMSG Common Stock subject to the Macnab
Option Agreements. Such percentages do not include shares
issuable pursuant to the Option Agreement upon the occurrence
of the conditions described therein.
Information concerning the Common Stock ownership and
percentage of outstanding shares of Macnab is contained in the
cover page to this Schedule 13D and such information is
incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
As described above, pursuant to the Macnab Option
Agreements, Macnab has the right to purchase 16,824 shares of
EMSG Common Stock at an exercise price of $1.07 per share and
the right to purchase 42,060 shares of EMSG Common Stock at an
exercise price of $.06 per share. Also as described above,
Macnab would acquire an additional 60,318 shares of EMSG
Common Stock, his wife would acquire an additional 7,989
shares of EMSG Common Stock, and MacNeil Advisors would
acquire an additional 12,680 shares of EMSG Common Stock
pursuant to the Option Agreement upon the occurrence of the
conditions described therein.
Item 7. Material to Be Filed as Exhibits.
[Download Table]
Exhibit Description Status
1. Merger Agreement and all schedules and Filed as exhibit to Proxy Statement
exhibits thereto dated July 10, 1996
2. Macnab Option Agreements Attached
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: August 9, 1996
Craig Macnab
Dates Referenced Herein and Documents Incorporated by Reference
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