Sheridan Printing Co Inc – ‘SC 13D/A’ on 12/7/99 re: Platronics Inc

On:  Tuesday, 12/7/99   ·   Accession #:  903594-99-206   ·   File #:  5-07882

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

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           6±    23K 
                          Ownership                                              

Document Table of Contents

UNITED STATES               
SECURITIES AND EXCHANGE COMMISSION                    
Washington, D.C. 20549                  

SCHEDULE 13D            

Under the Securities Exchange Act of 1934           
(Amendment No. 2)*        

Platronics, Inc.              
(Name of Issuer)              

Common Stock ($ .10 Par Value)                  
(Title of Class of Securities)                    

727652109               
(CUSIP Number)                  

David W. Swartz, Esquire Stevens & Lee, 111 North Sixth Street,                 
Reading, Pennsylvania  19603      610-478-2000)                 
(Name, Address and Telephone Number of Person Authorized to           
Receive Notices and Communications)   

October 12, 1999                  
(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), (f) or (g), check the following box [ ].                         

Note:  Schedules filed in paper format shall include a signed                   
original and five copies of the schedule, including all                         
exhibits.  See Rule 13d-7 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. 727652109                                                             

1.     Sheridan Printing Company, Inc.                                          
IRS Identification No.:  22-1631052                     

2.     Check the appropriate box is 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                                     
New Jersey                                              

Number of Shares Beneficially Owned by Each Reporting Person                    
With                                                                            

7.     Sole Voting Power                                                        
331,000                                                 

8.     Shared Voting Power                                                      
0                                                       

9.     Sole Dispositive Power                                                   
331,000                                                 

10.    Shared Dispositive Power                                                 
0                                                       

11.    Aggregate amount beneficially owned by each reporting                    
person                                                            
331,000                                                 

12.    Check box if the aggregate amount in row (11) excludes                   
certain shares*                                      [ ]          

13.    Percent of class represented by amount in row (11)                       
36.2%                                                   

14.     Type of reporting person*                                               
CO                                                    

SCHEDULE 13D              

ITEMS 1, 2 and 6.                                                               

Reference is made to Items 1, 2 and 6 as set forth in the                       
Schedule 13D of the Reporting Person dated July 22, 1997, which                 
Items are incorporated herein by reference.                                     

Item 3. Source and Amount of Fund or Other Consideration.                       

Not Applicable.                                                                 

Item 4. Purpose of Transaction.                                                 

Sheridan Printing Company, Inc. ("Sheridan") and James E.                       
Sheridan entered into an Agreement (the "Agreement"), dated                     
June 18, 1999, with, among others, West Worldwide Venture                       
Capital, Inc. ("Venture"), Rose Investments Corp.                               
("Investments") and Platronics Inc. ("Platronics"), pursuant to                 
which Sheridan agreed to (i) sell 165,500 shares of Platronics                  
common stock to each of Venture and Investments for $1.25 per                   
share, and (ii) grant an option to purchase, for $1.25 per                      
share, up to 40,000 shares of Platronics common stock to each of                
Venture and Investments.  The Agreement also requires Platronics                
to (i) issue 10,000 shares of Platronics common stock to West                   
Worldwide Industries, Inc. ("West") as additional compensation                  
for financial consulting services, and (ii) issue a warrant to                  
purchase 40,000 shares of Platronics common stock to each of                    
Venture and Investments.                                                        

In addition, the Agreement provides that if Platronics does not                 
meet reasonable levels of profitability by the end of each                      
fiscal quarter through the fourth quarter of 2000, in the sole                  
and reasonable judgment of Venture and Investments, Venture and                 
Investments may require Sheridan to repurchase (i) the shares of                
common stock sold under the Agreement, and (ii) common stock and                
warrants purchased from Platronics.                                             

West and Platronics have entered into a Consulting Agreement                    
(the "Consulting Agreement"), dated March 23, 1999, pursuant to                 
which Platronics retained West as a financial consultant to                     
assist Platronics in the areas of developing and implementing                   
business plans, including marketing and acquisition strategies,                 
arranging for equity financing, and identifying acquisition and                 
merger candidates and assisting in any such transactions.                       
Platronics is required to issue 5,000 shares of Platronics                      
common stock to West as partial compensation for the services to                
be provided under the Consulting Agreement.                                     

The Agreement and the Consulting Agreement are incorporated by                  
reference to Exhibits 1 and 2, respectively, of this Schedule.                  
The description of the Agreement and the Consulting Agreement                   
set forth herein does not describe all of the terms and                         
conditions of such Agreements, and the description of such                      
Agreements set forth herein is qualified in its entirety by                     
reference to the Agreements.                                                    

Sheridan expects that the business of Platronics will continue                  
to be operated substantially unchanged from its historical                      
business operations.                                                            

(a)     While Sheridan has no current plans to make additional                  
purchases or dispositions of Platronics common stock, except as                 
contemplated under the Agreement, Sheridan may, from time to                    
time, engage in additional purchases or dispositions of                         
Platronics common stock in the open market or in privately                      
negotiated transactions.                                                        

(b)     Sheridan has no plans at present to cause Platronics to                 
engage in any extraordinary corporate transactions including a                  
merger, reorganization or liquidation involving Platronics or                   
any of its subsidiaries.                                                        

(c)     Sheridan has no plans at present to cause Platronics to                 
sell or transfer a material amount of its assets or the assets                  
of any of its subsidiaries.                                                     

(d)     Under the terms of the Agreement, the parties agreed to                 
cause James Sheridan, John Rose and Ron Knigge to be elected                    
directors of Platronics.                                                        

(e)     Under the Agreement, the parties agreed to create a                     
class of preferred stock of Platronics to be used for                           
acquisitions and the securing of venture capital.  In addition,                 
under the terms of the Agreement, West agreed to use its best                   
efforts to obtain additional equity and debt capital for                        
Platronics.  Sheridan has no other plans at present to cause any                
material change in the present capitalization or dividend policy                
of Platronics.                                                                  

(f)     Sheridan has no plans at present to effect any material                 
change of the business or corporate structure of Platronics,                    
except as contemplated in the Agreement.                                        

(g)     Sheridan has no plans at present to effect any changes                  
in the charter, bylaws or instruments corresponding thereto of                  
Platronics or other action which may impede the acquisition of                  
control of Platronics by any other person.                                      

(h)     Sheridan has no plans at present to cause any of the                    
securities of Platronics to be delisted from a national                         
securities exchange or to cease to be authorized to be quoted in                
an inter-dealer quotation system of a registered national                       
association.                                                                    

(i)     Sheridan has no plans at present to take any additional                 
actions to cause a class of equity securities of Platronics to                  
become eligible for termination of registration pursuant to                     
Section 12(g)(4) of the Act.                                                    

(j)     Except as otherwise described above, Sheridan has no                    
plans at present to take any action similar to those enumerated                 
above.                                                                          

Item 5. Interest in Securities of the Issuer.                                   

(a)     Sheridan may be deemed the beneficial owner, in the                     
aggregate, of 331,000 shares of Platronics common stock, without                
giving effect to the option to purchase on additional 40,000                    
shares of Platronics common stock granted by Sheridan to each of                
Venture and Investments. Based on 915,140 shares of Platronics                  
common stock outstanding on August 23, 1999, Sheridan's                         
ownership of 331,000 shares of Platronic's common stock                         
represents approximately 36.2% of Platronics shares of common                   
stock outstanding, assuming that no other shares are issued by                  
Platronics, including shares issuable under the terms of the                    
Agreement and the Consulting Agreement or upon exercise of any                  
other options or warrants outstanding for Platronics common                     
stock.                                                                          

(b)     Sheridan will have sole power to vote or to direct the                  
vote and sole power to dispose or to direct the disposition of                  
any shares of Platronics common stock which Sheridan has                        
acquired, subject to the terms of the Agreement and the                         
Consulting Agreement.                                                           

(c)     The following table sets forth transactions by Sheridan                 
in Platronics common stock since the filing of Sheridan's                       
Amended Schedule 13D dated September 30, 1998.                                  

Number                              
      of                               Total
    Shares           Price              Sale
Date                Sold          Per Share           Price               

October 12, 1999     331,000           $1.25          $413,750                  

Except for the transactions contemplated under the Agreement,                   
there were no other transactions in the common stock of                         
Platronics by either Sheridan or any person identified in                       
Item 2(a), (b) and (c) hereof.                                                  

(d)     No person other than Sheridan has the right to receive                  
or the power to direct the receipt of dividends from, or the                    
proceeds from the sale of, any shares of Platronics common stock                
that may be deemed beneficially owned by Sheridan.                              

(e)     Not applicable.                                                         

Item 7. Material to Be Filed as Exhibits                                        

1.     Agreement, dated as of June 18, 1999, by and between                     
James Sheridan, Sheridan Printing Company, Inc., Ron Knigge,                    
John Rose, Rose Investments Corp., West Worldwide Industries,                   
Inc., Platronics, Inc. and West Worldwide Venture Capital, Inc.                 
(Incorporated herein by reference to Exhibit 1 to the                           
Schedule 13D of Steven West and West Worldwide Venture Capital,                 
Inc. dated October 22, 1999 (the "West 13D")).                                  

2.     Form of Consulting Agreement by and between Platronics,                  
Inc. and West Worldwide Industries, Inc. (Incorporated herein by                
reference to Exhibit A to Exhibit 1 to the West 13D.                            

3.     Form of Agreement among James Sheridan, John Rose and                    
Steven West (Incorporated herein by reference to Exhibit 2 to                   
the West 13D).                                                                  

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.                                        

December 3, 1999                        SHERIDAN PRINTING COMPANY, INC.         

   By  /s/ James E. Sheridan
  James E. Sheridan,
       Chief Executive Officer

Page <7>                                                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
Filed on:		12/7/99
		12/3/99		SC 13D/A
		10/22/99		SC 13D
		10/12/99
		8/23/99		10QSB
		6/18/99
		3/23/99
		9/30/98		10KSB,  NT 10-K
		7/22/97
				List all Filings