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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ACMAT Corporation
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(Name of Issuer)
Common Stock, without par value and Class A Stock, without par value
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(Title and Class of Securities)
004615108 (Common Stock) and 004616207 (Class A Stock)
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(CUSIP Numbers)
Robert H. Frazer, Esq.
General Counsel
ACMAT Corporation
233 Main Street
New Britain, CT 06050-2350
(860) 229-9000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
APRIL 29, 2004
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 Section 240.13d-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 for 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).
(Continued on following pages)
Page 2 of 12
CUSIP NO. 004615108 (COMMON STOCK)
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1) Name of Reporting Person Henry W. Nozko, Jr.
I.R.S. I.D. No. of above person (entities only)
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2) Check the Appropriate Box if a Member of a Group (see Instructions)
(a) [X]
(b) [__]
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3) SEC Use Only
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4) Source of Funds (See Instructions) PF
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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 of America
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7) Sole Voting Power 179,099
Number of
Shares
Beneficially 8) Shared Voting Power 0
Owned By
Each
Reporting 9) Sole Dispositive Power 229,099
Person
With
10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by Each
Reporting Person 229,099
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12) Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) [X]
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13) Percent of Class Represented by Amount in Row (11) 38.48%
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14) Type of Reporting Person IN
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Page 3 of 12
CUSIP NO. 004615108 (COMMON STOCK)
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1) Name of Reporting Person Victoria C. Nozko
I.R.S. I.D. No. of above person (entities only)
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2) Check the Appropriate Box if a Member of a Group (see Instructions)
(a) [X]
(b) [__]
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3) SEC Use Only
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4) Source of Funds (See Instructions) PF
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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 of America
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7) Sole Voting Power 310,780
Number of
Shares
Beneficially 8) Shared Voting Power 0
Owned By
Each
Reporting 9) Sole Dispositive Power 310,780
Person
With
10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by Each Reporting
Person 310,780
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12) Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) [__]
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13) Percent of Class Represented by Amount in Row (11) 56.99%
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14) Type of Reporting Person IN
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Page 4 of 12
CUSIP NO. 004616207 (CLASS A STOCK)
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1) Name of Reporting Person Henry W. Nozko, Jr.
I.R.S. I.D. No. of above person (entities only)
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2) Check the Appropriate Box if a Member of a Group (see Instructions)
(a) [X]
(b) [__]
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3) SEC Use Only
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4) Source of Funds (See Instructions) PF
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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 of America
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7) Sole Voting Power 110,374
Number of
Shares
Beneficially 8) Shared Voting Power 0
Owned By
Each
Reporting 9) Sole Dispositive Power 191,874
Person
With
10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by Each Reporting
Person 191,874
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12) Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) [X]
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13) Percent of Class Represented by Amount in Row (11) 10.35%
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14) Type of Reporting Person IN
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Page 5 of 12
CUSIP NO. 004616207 (CLASS A STOCK)
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1) Name of Reporting Person Victoria C. Nozko
I.R.S. I.D. No. of above person (entities only)
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2) Check the Appropriate Box if a Member of a Group (see Instructions)
(a) [X]
(b) [__]
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3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds (See Instructions) PF
--------------------------------------------------------------------------------
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 of America
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7) Sole Voting Power 32,000
Number of
Shares
Beneficially 8) Shared Voting Power 0
Owned By
Each
Reporting 9) Sole Dispositive Power 52,000
Person
With
10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by Each Reporting
Person 52,000
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12) Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) [__]
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13) Percent of Class Represented by Amount in Row (11) 2.90%
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14) Type of Reporting Person IN
-5-
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to shares of the Common Stock,
without par value ("Common Stock"), and shares of Class A Stock, without par
value ("Class A Stock"), of ACMAT Corporation, a Connecticut corporation (the
"Issuer"), with its principal executive offices located at 233 Main Street, New
Britain, CT 06050-2350, with a telephone number of: (860) 229-9000.
As described more fully in Item 4 below, this Schedule 13D is being
filed on behalf of two individuals identified in Item 2(a) below (the "Group")
pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") because of the Group's aggregate beneficial ownership of
approximately 95% of the Issuer's Common Stock, and approximately 13% of the
Issuer's Class A Stock, which together represent approximately 76% of the total
voting power of the Issuer, as elsewhere reported herein.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement on Schedule 13D is being filed by Henry W. Nozko,
Jr. ("Mr. Nozko, Jr.") and Victoria C. Nozko ("Mrs. Nozko"), two related
individuals. Each of the individuals named in the previous sentence is referred
to herein individually as a "Reporting Person": and collectively as the
"Reporting Persons." Mr. Nozko, Jr. currently serves as the Issuer's Chairman,
President, and Chief Executive Officer. Mr. Nozko, Jr. is also the son of the
late Henry W. Nozko, Sr., the Issuer's founder and former Chairman, President
and Chief Executive Officer, who died in January 2002. Mrs. Nozko is the widow
of Henry W. Nozko, Sr. and the mother of Mr. Nozko, Jr..
(b) The business address of Mr. Nozko, Jr. and Mrs. Nozko, is c/o ACMAT
Corporation, 233 Main Street, New Britain, CT 06050-2350, telephone number:
(860) 229-9000.
(c) Mr. Nozko, Jr. currently serves as the Chairman, President and
Chief Executive Officer of the Issuer. Mrs. Nozko is a Director of ACMAT
Corporation and a homemaker.
(d) Neither of the Reporting Persons, during the last five years, has
been convicted in any 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 as a result of which it 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 finding any
violation with respect to such laws.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Nozko, Jr
As of the date of filing hereof, Mr. Nozko, Jr. beneficially owns
229,099 shares of the Issuer's Common Stock and 191,874 shares of the Issuer's
Class A Stock. Mr. Nozko, Jr. owns directly 179,099 shares of the Issuer's
Common Stock and may be deemed to share indirect beneficial ownership of 9,100
shares of Common Stock directly owned by Mr. Nozko, Jr.'s spouse, which
beneficial ownership Mr. Nozko, Jr. has disclaimed. Mr. Nozko, Jr. acquired the
shares of Common Stock directly owned by him through open market or private
acquisitions using his personal funds or by the exercise of options.
Mr. Nozko, Jr. owns directly 110,374 shares of the Issuer's Class A
Stock and may be deemed to share indirect beneficial ownership of 400 shares of
Class A Stock directly owned by Mr. Nozko, Jr.'s spouse, which beneficial
ownership Mr. Nozko, Jr. has disclaimed. Mr. Nozko, Jr. acquired the shares of
Class A Stock directly owned by him through open market or private acquisitions
using his personal funds or by the exercise of options.
In recognition of Mr. Nozko, Jr.'s service to the Issuer, Mr. Nozko,
Jr. has been awarded options to acquire an aggregate of 70,000 shares of the
Issuer's Common Stock (50,000 of which are currently exercisable) and an
aggregate of 123,500 shares of the Issuer's Class A Stock (81,500 of which are
currently exercisable). These option awards have been granted as equity
incentive awards by the Issuer's Board of Directors. No personal funds or other
consideration were used by Mr. Nozko, Jr. to acquire these options.
No leverage or borrowed funds were used to acquire or purchase any of
the shares of the Issuer's Common Stock or Class A Stock beneficially owned by
Mr. Nozko, Jr. which are the subject of this Schedule 13D.
Mrs. Nozko
As of the date of filing hereof, Mrs. Nozko beneficially owns 310,780
shares of the Issuer's Common Stock and 52,000 shares of the Issuer's Class A
Stock. Mrs. Nozko acquired 321,280 shares of Common Stock in late January 2003
by means of a transfer from the estate of her late husband, Henry W. Nozko, Sr.,
pursuant to the provisions of his will and Mrs. Nozko thereafter transferred
10,500 of such shares by gifts to other persons on December 31, 2003. Mrs. Nozko
currently directly owns 32,000 shares of Class A Stock, which were acquired by
Mrs. Nozko with personal funds in open market or private transactions or through
the exercise of options.
Mrs. Nozko currently holds options to acquire an aggregate of 27,000
shares of Class A Stock (20,000 of which are currently exercisable). These
option awards have been granted as equity incentive awards by the Issuer's Board
of Directors. No personal funds were used by Mrs. Nozko to acquire these
options.
-7-
No leverage or borrowed funds were used to acquire or purchase any of
the shares of the Issuer's Common Stock or Class A Stock beneficially owned by
Mrs. Nozko which are the subject of this Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock and Class A Stock which are the subject of
this Schedule 13D have been owned by members of the Nozko family for many years,
including Mr. Nozko, Jr., Mrs. Nozko and Henry W. Nozko, Sr., the late founder
of the Issuer and its former Chairman, President and Chief Executive Officer.
Each of the Reporting Persons intend to continue to hold the shares of Common
Stock and Class A Stock beneficially owned by the Reporting Persons, subject to
estate planning requirements, or other transfers for personal reasons.
Except as described in the preceding paragraph, neither of the
Reporting Persons have any plan or proposals which related to, or would result
in, any of the actions or consequences described in Item 4(a)-(j) of the
instructions to Schedule 13D, or any agreement regarding such matters, although
the Reporting Persons may in the future take actions which would have such
consequences.
Depending upon market prices and other conditions, either of the
Reporting Persons may acquire additional shares of the Issuer's Common Stock or
Class A Stock from time to time on the open market or otherwise. In addition,
depending upon market prices and other conditions, either of the Reporting
Persons may dispose of some or all of their Common Stock or Class A Stock at any
time and from time to time in the open market or otherwise at prices that such
Reporting Person may determine.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Reporting Persons own the following
amount of shares of the Issuer's Common Stock and Class A Stock:
Percentage of Percentage of (*)
Reporting Class of Number of Shares (*) Class Total Voting
Person Stock Beneficially Owned Outstanding Power
------------------- ----------- ------------------ ------------- -----------------
Henry W. Nozko, Jr. Common (1) 229,099 38.48 31.80
Class A (2) 191,874 10.35
Victoria C. Nozko Common 310,780 56.99 43.61
Class A (3) 52,000 2.90
(1) Includes currently exercisable options to purchase 50,000 shares of Common
Stock but excludes 9,100 shares of Common Stock owned directly by Mr. Nozko,
Jr.'s spouse, which indirect beneficial ownership Mr. Nozko, Jr. has disclaimed.
-8-
(2) Includes currently exercisable options to purchase 81,500 shares of Class A
Stock but excludes 400 shares of Class A Stock owned directly by Mr. Nozko,
Jr.'s spouse, which indirect beneficial ownership Mr. Nozko, Jr. has disclaimed.
(3) Includes currently exercisable options to purchase 20,000 shares of Class A
Stock.
(*) Based on 545,329 shares of Common Stock outstanding and 1,772,977 shares of
Class A Stock outstanding as of April 26, 2004, as reported by the Issuer in
proxy statement dated April 29, 2004, as filed with the SEC on April 29, 2004.
(b) Each of the Reporting Person has the sole power to vote, or direct
the vote of, and the sole power to dispose, of or direct the disposition of the
respective beneficially held shares of the Issuer's Common Stock and Class A
Stock which are the subject of this Schedule 13D.
(c) On December 31, 2003, Mr. Nozko, Jr. acquired 1,000 shares of
Common Stock (with a value of $11.75 per share) as a gift and disposed of 1,000
shares of Class A Stock (with a value of $12.60 per share) as a gift. On
December 31, 2003, Mrs. Nozko disposed of an aggregate of 10,500 shares of
Common Stock (with a value of $11.75 per share) by means of gifts.
On March 15, 2004, Mr. Nozko, Jr. was awarded by the Issuer's Board of
Directors options to acquire 7,000 shares of Class A Stock (at an exercise price
of $12.22 per share) and 20,000 shares of Common Stock (at an exercise price of
$11.40 per share). On March 15, 2004, Mrs. Nozko was awarded by the Issuer's
Board of Directors options to acquire 7,000 shares of Class A Stock (at an
exercise price of $12.22 per share).
On April 5, 2004, Mrs. Nozko exercised options to acquire 15,000 shares
of Class A Stock at an exercise price of $7.25 per share. On April 5, 2004, Mrs.
Nozko sold the 15,000 shares acquired upon exercise of these options at a market
price of $13.14 per share.
Other than the transactions described above in this Section 5(c),
neither of the Reporting Persons have engaged in any transactions in the
Issuer's Common Stock or the Class A Stock during the past sixty (60) days.
(d) Mr. Nozko, Jr. will have the sole and exclusive right to receive,
or the power to direct the receipt of, dividends from, or the proceeds from the
sale of the 229,099 shares of the Issuer's Common Stock and 191,874 shares of
the Issuer's Class A Stock beneficially owned by him.
Mrs. Nozko will have the sole and exclusive right to receive, or the
power to direct the receipt of, dividends from, or the proceeds from the sale of
the 310,780 of the Issuer's Common Stock and 52,000 shares of the Issuer's Class
A Stock beneficially owned by her.
(e) Not applicable.
-9-
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER.
There are no contracts, arrangement, agreements, written or oral, or
understandings regarding the shares of Common Stock and/or Class A Stock of the
Issuer which are the subject of this Schedule 13D between the Reporting Persons
and/or any other persons, other than arrangements as may be provided for under
their respective estate plans or with respect to gifts or similar personal
matters. However, the Reporting Persons anticipate that they may consult with
each other with regard to the management and business of the Issuer from time to
time in the future.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Joint Filing Agreement, dated as of April 29, 2004.
-10-
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we hereby certify that the information set forth in this statement is true,
complete and correct.
HENRY W. NOZKO, JR.
By: /s/ Henry W. Nozko, Jr.
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Date: April 29, 2004
VICTORIA C. NOZKO
By: /s/ Victoria C. Nozko
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Date: April 29, 2004
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