UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§
240.13d-2(a)
(Name
of Issuer)
Common
Stock, Par Value $.01 Per Share
(Title
of Class of Securities)
Mary
Margaret Grabel
Keith
Grabel
c/o
Emtec, Inc.
525
Lincoln Drive
5
Greentree Center
Suite
117
Marlton,
New Jersey 08053
(856)
552-4204
Copies
of all communications to:
Stephen
M. Leitzell, Esq.
Dechert
LLP
Cira
Centre
2929
Arch Street
Philadelphia,
PA 19104-2808
(215)
994-2621
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July
14, 2005
(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 §§ 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
§ 240.13d-7 for other
parties to whom copies are to be sent.
(Continued
on the following pages)
(Page 1
of 6 Pages)
CUSIP
No. 292468105
|
Page
2 of 6 Pages
|
SCHEDULE
13D
1
|
NAME
OF REPORTING PERSON
Mary
Margaret Grabel
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
2,242,111
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
2,242,111
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP
No. 292468105
|
Page 3
of 6 Pages
|
SCHEDULE
13D
1
|
NAME
OF REPORTING PERSON
Keith
Grabel
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
137,429
|
8
|
SHARED
VOTING POWER
1,905,622
|
9
|
SOLE
DISPOSITIVE POWER
137,429
|
10
|
SHARED
DISPOSITIVE POWER
1,905,622
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP
No. 292468105
|
Page 4
of 6 Pages
|
Item
1. Security and Issuer.
This Schedule 13D relates to shares of
the common stock, par value $.01 per share (“Common Stock”) of Emtec, Inc., a
Delaware corporation (the “Company”). The address of the principal
executive offices of the Company is 525 Lincoln Drive, 5 Greentree Center, Suite
117, Marlton, NJ 08053.
Item
2. Identity and Background.
(a) This
statement is being filed pursuant to Rule 13d-1 under the Securities and
Exchange Act of 1934, as amended (the “Exchange Act”), by (i) Mary Margaret
Grabel and (ii) Keith Grabel (the “Reporting Persons”).
(b) The
business address of each of the Reporting Persons is c/o Emtec, 525 Lincoln
Drive, 5 Greentree Center, Suite 117, Marlton, NJ 08053.
(c) Each
of the Reporting Persons is currently an employee of Emtec Federal, Inc., a
wholly-owned subsidiary of the Company (“Emtec Federal”) until the expiration of
each Reporting Person’s employment agreement on April 15, 2009. Mr.
Grabel is also a Director of Emtec Federal. Emtec Federal has a
principal business address of 11 Diamond Road, Springfield, NJ
07081.
(d) During
the last five years, the Reporting Persons have not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During
the last five years, the Reporting Persons have not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding 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.
(f) Each
of the Reporting Persons is a citizen of the United States.
Item
3. Source and Amount of Funds or Other Consideration.
The
information set forth, or incorporated by reference, in Item 4 of this Schedule
13D is hereby incorporated by reference in this Item 3.
Item
4. Purpose of the Transaction.
On August
5, 2005, the Company completed a merger under the Agreement and Plan of Merger
dated as of July 14, 2005 (the “Merger Agreement”), by and among the Company,
Emtec Viasub LLC, a Delaware limited liability company and wholly-owned
subsidiary of the Company (“MergerCo”) and DARR Westwood Technology Corporation,
a Delaware corporation (“DARR”). Pursuant to the terms of the Merger Agreement,
DARR merged with and into MergerCo, with MergerCo remaining as the surviving
company (the “Surviving Company”) and a wholly-owned subsidiary of the Company
(the “Merger”).
Upon
completion of the Merger, all of the shares of DARR common stock issued and
outstanding immediately prior to the Merger were exchanged for 9,528,110 shares
of Common Stock and the former DARR shareholders were issued warrants to
purchase an additional 10% of Common Stock calculated on a fully diluted basis
for an aggregate exercise price of $3,645,752, measured on a post exercise
basis. Upon completion of the Merger, the former stockholders of
DARR, including the Reporting Persons, owned a majority of the outstanding
common stock of the Surviving Company.
CUSIP
No. 292468105
|
Page 5
of 6 Pages
|
Item
5. Interest in Securities of the Issuer.
As of
March 1, 2009, Ms. Grabel is the beneficial owner of 2,242,111 shares of Common
Stock, representing 14.5% of the outstanding shares of Common Stock. This amount
includes 336,489 shares issuable upon exercise of a warrant equal to 2% of
outstanding common stock of the Company.
As of
March 1, 2009, Mr. Grabel is the beneficial owner of 2,043,051 shares of Common
Stock, representing 13.5% of the outstanding shares of Common
Stock. This amount includes 1,905,622 shares owned by Margaret Mary
Grabel, Mr. Grabel’s spouse. Mr. Grabel disclaims any beneficial ownership in
these shares. This amount also includes 100,806 shares of restricted stock
granted on February 5, 2007 which vest over a four-year period and 36,623 shares
of restricted stock granted on November 26, 2008 which vest over a one-year
period.
All
percentages set forth in this Schedule 13D are based upon the Company’s
15,141,993 outstanding shares of Common stock as of January 12, 2009 as reported
in the Company’s Quarterly Report on Form 10-Q filed on January 20,
2009.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The
information set forth, or incorporated by reference, in Items 3 through 5 of
this Schedule 13D is hereby incorporated by reference in this Item
6. Except as otherwise described in this Schedule 13D, to the
knowledge of the Reporting Persons, other than with respect to participation in
any equity incentive plans of the Company, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the Reporting
Persons and between the Reporting Persons and any person with respect to any
securities of the issuer.
Item
7. Material to be filed as Exhibits.
|
Exhibit
(1)
|
Agreement
and Plan of Merger, dated July 14, 2005, by and among Emtec, Inc., Emtec
Viasub LLC, and DARR Westwood Technology Corporation, previously filed as
an exhibit to the Company’s Current Report on Form 8-K, filed on July 20,
2005 and incorporated herein by
reference
|
CUSIP
No. 292468105
|
Page 6
of 6 Pages
|
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.
|
March
17, 2009
|
|
|
Date
|
|
|
|
|
|
/s/
Mary Margaret Grabel
|
|
|
Signature
|
|
|
|
|
|
Mary
Margaret Grabel
|
|
|
Name
|
|
|
|
|
|
March
17, 2009
|
|
|
Date
|
|
|
|
|
|
/s/
Keith Grabel
|
|
|
Signature
|
|
|
|
|
|
Keith
Grabel
|
|
|
Name
|
|
|
|
|
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