SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
SCHEDULE 13E-3
TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE
SECURITIES ACT OF 1934 AND RULE 13E-3 THEREUNDER
CUMBERLAND TECHNOLOGIES, INC.
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(NAME OF ISSUER)
CUMBERLAND TECHNOLOGIES, INC. AND FRANCIS M. WILLIAMS
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(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, $.001 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
230800-10-4
(CUSIP NUMBER OF CLASS OF SECURITIES)
JOSEPH M. WILLIAMS
CHIEF EXECUTIVE OFFICER
4311 W. WATERS AVENUE
TAMPA, FLORIDA 33614
(813) 885-2112
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
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This statement is filed in connection with
(check appropriate box):
a. [X] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities
Act of 1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [_]
CALCULATION OF FILING FEE
Transaction Valuation: Amount of filing fee:
$59,368 $5.00
* This calculation is based upon 0.0000809 multiplied by transaction valuation
shown above. For purposes of calculation of this fee only, this transaction
valuation is based on 84,811 shares, the estimated number of shares that would
otherwise be converted into fractional shares as a result of the Reverse Stock
Split, multiplied by $0.70. This $0.70 multiplier constitutes the estimated cash
consideration based on the Maximum Fixed Price to be paid per share in lieu of
the issuance of any fractional shares.
** The amount of the filing fee calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934.
[_] Check box if any part of the fee is offset by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify
the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
Amount Previously Paid: Not Applicable
Filing Party: Not Applicable
Form or Registration No.: Not Applicable
Date Filed: Not Applicable
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE TRANSACTIONS; PASSED UPON THE
MERITS OR FAIRNESS OF THE TRANSACTION; OR PASSED UPON THE ADEQUACY OR ACCURACY
OF THE DISCLOSURE IN THE DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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Item 1. Summary Term Sheet. The information set forth under the caption "Summary
of Reverse Stock Split Proposal" of the Proxy Statement is incorporated herein
by reference pursuant to General Instruction G to Schedule 13E-3. The material
terms of this transaction are listed in the following:
Item 2. Subject Company Information.
(a) Name and Address. Cumberland Technologies, Inc. (the "Company") is the
subject company. Its principal executive office is located at 4311 W. Waters
Avenue, Tampa, Florida 33614 and its telephone number is (813) 885-2112.
(b) Securities. The Common Stock is quoted on the OTC Bulletin Board under
the symbol "CUMB." As of September 30, 2003, there were 5,597,244 outstanding
shares of Common Stock, $.001 par value per share.
(c) Trading Market and Price. The information set forth under the caption
"Certain Market Information" of the Proxy Statement is incorporated herein by
reference pursuant to General Instruction G to Schedule 13E-3.
(d) Dividends. None.
(e) Prior Public Offerings. None.
(f) Prior Stock Purchases. None.
Item 3. Identity and Background of Filing Person.
(a) Name and Address. This Schedule is being filed jointly by Cumberland
Technologies, Inc., the subject company, and Francis M. Williams, the
Controlling Shareholder. The Company's principal executive office is located at
4311 W. Waters Avenue, Tampa, Florida 33614 and its telephone number is (813)
885-2112. The business address and business telephone numbers for each executive
officer and director is 4311 W. Waters Avenue, Tampa, Florida 33614 and its
telephone number is (813) 885-2112.
(b) Business and Background of Entities. Not applicable.
(c) Business and Background of Natural Persons. The information required by
(1) and (2) of this item is set forth under the caption "Management" of the
Proxy Statement and is incorporated herein by reference pursuant to General
Instruction G to Schedule 13E-3.
(3) None of the Company's executive officers or directors was
convicted in a criminal proceeding during the past five years.
(4) None of the Company's executive officers or directors were a party
to any judicial or administrative proceeding during the past five years
that resulted in a judgment, decree or final order enjoining the person
from future violations of, or prohibiting activities subject to, federal or
state securities laws, or a finding of any violation of federal or state
securities laws.
(5) All of the Company's executive officers and directors are citizens
of the United States.
(d) Tender Offer. Not applicable.
Item 4. Terms of the Transaction.
(a) Material Terms. The information set forth under the captions "Notice of
Special Meeting of Shareholders"; "Summary of Reverse Stock Split Proposal";
"Background"; "Purpose and Reasons for the Reverse Stock Split"; "Conduct of the
Company's Business after the Reverse Stock Split"; "Structure of the Reverse
Stock Split"; "Potential Detriments of the Reverse Stock Split Proposal to
Stockholders"; "Exchange of Stock Certificates and Payment of Fractional
Shares"; "Company Stock Options and Warrants"; "Appraisal Rights; Escheat Laws";
" Material Federal Income Tax Consequences"; and "Certain Effects of the Reverse
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Stock Split Proposal on the Company's Stockholders" of the Proxy Statement are
incorporated herein by reference pursuant to General Instruction G to Schedule
13E-3.
(c) Different Terms. None.
(d) Appraisal Rights. The information set forth under the caption
"Appraisal Rights; Escheat Laws" of the Proxy Statement is incorporated herein
by reference pursuant to General Instruction G to Schedule 13E-3.
(e) Provisions for Unaffiliated Security Holders. None.
(f) Eligibility for Listing or Trading. Not applicable.
Item 5. Past Contacts, Transactions or Negotiations.
(a) Transactions. The information set forth under the captions "Certain
Relationships and Related Transactions" and "Financial and Other Information" of
the Proxy Statement is incorporated herein by reference pursuant to General
Instruction G to Schedule 13E-3.
(b) Significant Corporate Events. Not applicable.
(c) Negotiations or Contacts. Not applicable.
(e) Agreements Involving the Subject Company's Securities. Not applicable.
Item 6. Purposes of the Reverse Stock Split and Plans or Proposals.
(b) Use of Securities Acquired. Outstanding shares of Common Stock, par
value $.001, that would otherwise be converted respectively into a fractional
share of Common Stock of the Corporation, par value $.15, will be cancelled;
otherwise no securities will be acquired in the transaction.
(c)(1)-(8) Plans. The information set forth under the captions "Purpose and
Reasons for the Reverse Stock Split"; "Conduct of the Company's Business after
the Reverse Stock Split"; and "Certain Effects of the Reverse Stock Split
Proposal on the Company's Stockholders" of the Proxy Statement are incorporated
herein by reference pursuant to General Instruction G to Schedule 13E-3.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) Purposes of the Reverse Stock Split. The information set forth under
the caption "Purpose and Reasons for the Reverse Stock Split" of the Proxy
Statement is incorporated herein by reference pursuant to General Instruction G
to Schedule 13E-3.
(b) Alternatives. The information set forth under the captions "Fairness of
the Reverse Stock Split Proposal" of the Proxy Statement is incorporated herein
by reference pursuant to General Instruction G to Schedule 13E-3.
(c) Reasons. The information set forth under the caption "Purpose and
Reasons for the Reverse Stock Split" of the Proxy Statement is incorporated
herein by reference pursuant to General Instruction G to Schedule 13E-3.
(d) Effects. The information set forth under the captions "Certain Effects
of the Reverse Stock Split on the Company's Stockholders"; "Potential Detriments
of the Reverse Stock Split Proposal to Stockholders"; and "Material Federal
Income Tax Consequences" of the Proxy Statement are incorporated herein by
reference pursuant to General Instruction G to Schedule 13E-3.
Item 8. Fairness of the Transaction.
(a) Fairness. The information set forth under the caption "Fairness of the
Reverse Stock Split Proposal" of the Proxy Statement is incorporated herein by
reference pursuant to General Instruction G to Schedule 13E-3.
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(b) Factors Considered in Determining Fairness. The information set forth
under the caption "Fairness of the Reverse Stock Split Proposal" of the Proxy
Statement is incorporated herein by reference pursuant to General Instruction G
to Schedule 13E-3.
(c) Approval of Security Holders. The information set forth under the
caption "Fairness of the Reverse Stock Split Proposal" of the Proxy Statement is
incorporated herein by reference pursuant to General Instruction G to Schedule
13E-3.
(d) Unaffiliated Representative. The information set forth under the
caption "Fairness of the Reverse Stock Split Proposal" of the Proxy Statement is
incorporated herein by reference pursuant to General Instruction G to Schedule
13E-3.
(e) Approval of Directors. The information set forth under the caption
"Fairness of the Reverse Stock Split Proposal" of the Proxy Statement is
incorporated herein by reference pursuant to General Instruction G to Schedule
13E-3.
(f) Other Offers. Not applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a) Report, Opinion or Appraisal. See the information set forth under the
caption "Fairness of the Reverse Stock Split Proposal" of the Proxy Statement
which is incorporated herein by reference pursuant to General Instruction G to
Schedule 13E-3.
(b) Preparer and Summary of the Report, Opinion or Appraisal. Not
applicable.
(c) Availability of Documents. Not applicable.
Item 10. Source and Amounts of Funds or Other Consideration.
(a) Source of Funds. The information set forth in the subsection entitled
"Financial Effect" under caption "Certain Effects of the Reverse Stock Split on
the Company's Stockholders" of the Proxy Statement is incorporated herein by
reference pursuant to General Instruction G to Schedule 13E-3.
(b) Conditions. None.
(c) Expenses. The information set forth in the subsection entitled
"Financial Effect" under the caption "Certain Effects of the Reverse Stock Split
on the Company's Stockholders" of the Proxy Statement is incorporated herein by
reference pursuant to General Instruction G to Schedule 13E-3.
(d) Borrowed Funds. Not applicable.
Item 11. Interest in Securities of the Subject Company.
(a) Securities Ownership. The information set forth under the caption
"Security Ownership of Certain Beneficial Owners and Management" of the Proxy
Statement is incorporated herein by reference pursuant to General Instruction G
to Schedule 13E-3.
(b) Securities Transactions. None.
Item 12. The Solicitation or Recommendation.
(d) Intent to Tender or Vote in a Going-Private Transaction. The
information set forth under the caption "Fairness of the Reverse Stock Split
Proposal" of the Proxy Statement is incorporated herein by reference pursuant to
General Instruction G to Schedule 13E-3.
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(e) Recommendations of Others. The information set forth under the caption
"Fairness of the Reverse Stock Split Proposal" of the Proxy Statement is
incorporated herein by reference pursuant to General Instruction G to Schedule
13E-3.
Item 13. Financial Statements.
(a) Financial Information.
(1) and (2) The information set forth under the caption "FINANCIAL AND
OTHER INFORMATION" of the Proxy Statement is incorporated herein by
reference pursuant to General Instruction G to Schedule 13E-3.
(3) The ratio of earnings to fixed charges was (i) (4.46) and 0.07 for
the fiscal years ended December 31, 2002 and December 31, 2001,
respectively, and (ii) (0.91) for the fiscal quarter ended June 30, 2003.
(4) The book value per share was $1.16 as of December 31, 2002 and
$1.14 as of June 30, 2003.
(b) Pro Forma Information. The transaction will not have a material effect
on the Company's balance sheet, statement of income, earnings per share, ratio
of earnings to fix charges or book value per share.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Solicitations or Recommendations. The board of directors and the
officers of the Company may engage in solicitation in connection with the
transaction. No additional remuneration will be paid for such solicitation.
(b) Employees and Corporate Assets. None.
Item 15. Additional information.
(b) Other Material Information. None.
Item 16. Exhibits.
(a) Proxy Statement filed with the Securities and Exchange Commission
concurrently with this form.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Legal Opinions. None.
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SIGNATURE
After due 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.
CUMBERLAND TECHNOLOGIES, INC.
By:/s/ Joseph M. Williams
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Joseph M. Williams
Chief Executive Officer
October 8, 2003
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(Date)
/s/ Francis M. Williams
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Francis M. Williams
October 8, 2003
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(Date)
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APPENDIX A
ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
CUMBERLAND TECHNOLOGIES, INC.
Pursuant to the Florida Business Corporation Act of the State of Florida,
the undersigned, being the Chairman of the Board of Directors of Cumberland
Technologies, Inc., a Florida corporation (the "Corporation"), does hereby
execute these Articles of Amendment to the Amended and Restated Articles of
Incorporation of Cumberland Technologies, Inc., on behalf of the Corporation,
and certify as follows:
1. The name of the corporation is Cumberland Technologies, Inc. (the
"Corporation").
2. Article IV of the Corporation's Amended and Restated Articles of
Incorporation is hereby deleted in its entirety, with the following
substituted in its place:
This corporation is authorized to issue 10,000,000 shares of
Common Stock, $.15 par value, and 1,000,000 shares of Preferred Stock,
$.15 par value, with such rights and privileges as determined by the
Directors of the corporation. The Common Shares and Preferred Shares
shall be issued at such times and for such consideration as determined
by the Board of Directors of the corporation.
3. Upon the effectiveness of the foregoing amendment, (i) each 150
outstanding shares of Common Stock of the Corporation, par value
$.001, shall be combined into one share of Common Stock of the
Corporation, par value $.15, and outstanding shares of Common Stock
with a par value of $.001, which would otherwise be respectively
converted into a fractional share of Common Stock of the Corporation,
each with a par value of $.15, will be cancelled, with the holders of
such shares receiving cash payment equal to $0.70 per share. The
amendment will become effective on ___________, 2003.
4. The date of adoption of the resolution approving the combination of
shares of this Corporation set forth in the foregoing amendment is
October ___, 2003.
5. The foregoing amendment was required to be approved by the
shareholders of the Corporation and the number of votes cast for the
amendment by the shareholders was sufficient for approval in
accordance with Florida General Corporation Law.
IN WITNESS WHEREOF, the undersigned Chairman of the Board of Directors of
the Corporation has caused these Articles of Amendment to the Amended and
Restated Articles of Incorporation of Cumberland Technologies, Inc., as of this
____ day of_______________.
CUMBERLAND TECHNOLOGIES, INC.
By:______________________________________
Francis M. Williams,
Chairman
ATTEST:
By: _______________________________
Carol Black
Secretary [CORPORATE SEAL]
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