UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Advanced Photonix, Inc.
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(Name of Issuer)
SERIES A COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
00754E-10-7
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(CUSIP Number)
FRANK M. BURKE, JR.
BURKE, MAYBORN CO., LTD.
5500 PRESTON ROAD, SUITE 315
DALLAS, TEXAS 75205
214-559-9898
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 17, 2003
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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), (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 Section 240.13d-7(b) 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
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CUSIP No. 00754E-10-7 Page 2 of 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Burke, Mayborn Co., Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
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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
Texas
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NUMBER OF 7 SOLE VOTING POWER
SHARES
777,500
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
777,500
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
777,500
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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)
5.8%
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14 TYPE OF REPORTING PERSON
PN
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CUSIP No. 00754E-10-7 Page 3 of 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frank M. Burke, Jr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
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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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NUMBER OF 7 SOLE VOTING POWER
SHARES
46,300
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
777,500
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
46,300
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
777,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
823,800
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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)
6.2%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 00754E-10-7 Page 4 of 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Mayborn Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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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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NUMBER OF 7 SOLE VOTING POWER
SHARES
0
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
777,500
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
--------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
777,500
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
777,500
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
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CUSIP No. 00754E-10-7 Page 5 of 11
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anyse Sue Mayborn
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
0
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
777,500
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
--------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
777,500
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
777,500
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer.
This Schedule 13D relates to the shares of Series A Common Stock, par
value $.001 per share (the "Series A Common Stock") of Advanced
Photonix, Inc., a Delaware corporation ("API"). On January 17, 2003,
API acquired Texas Optoelectronics, Inc, a Texas corporation ("TOI")
pursuant to that certain Stock Purchase Agreement dated January 17,
2003 by and among API and certain stockholders of TOI. (the
"Agreement").
Pursuant to the Agreement, the stockholders of TOI received 1,000,000
shares of Series A Common Stock (the "Shares").
The principal executive offices of API are located at 1240 Avenida
Acaso, Camarillo, California, 93102.
Item 2. Identity and Background.
This statement is filed on behalf of Burke, Mayborn Co., Ltd. ("Burke,
Mayborn"), Frank M. Burke, Jr., The Mayborn Company, Inc. and Anyse Sue
Mayborn. In addition, as required by General Instruction C of Schedule
13D, information is being provided in the responses to Items 2 through
6 below with respect to each general partner of Burke, Mayborn and each
person controlling Burke, Mayborn.
(a) BURKE, MAYBORN
Burke, Mayborn is a Texas limited partnership primarily
engaged in investments and consulting. The address of the
principal executive offices and the principal business of
Burke, Mayborn is 5500 Preston Road, Suite 315, Dallas,
Texas, 75205.
Burke, Mayborn has not been convicted in a criminal
proceeding during the last five years. During the last five
years, Burke, Mayborn was not 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.
(b) GENERAL PARTNERS AND CONTROL PERSONS
(i) Frank M. Burke, Jr. is a general partner and the
controlling equity membership interest owner of
Burke, Mayborn. His principal occupation is real
estate and equity investor and consultant. Mr.
Burke's principal business address is 5500 Preston
Road, Suite 315, Dallas, Texas 75205. Mr. Burke is a
United States citizen.
Mr. Burke has not been convicted in a criminal
proceeding during the last five years. He was not a
party during the last five years 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 finding any violation with respect
to such laws.
(ii) The Mayborn Company, a Texas corporation, is a
general partner of Burke, Mayborn, and its principal
business is investments and media. Its principal
office and business address is P.O. Box 6114, Temple,
Texas 76503-6114, PERSONAL AND CONFIDENTIAL.
The Mayborn Company has not been convicted in a
criminal proceeding in the last five years. During
the last five years, The Mayborn Company was not 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.
(iii) Anyse Sue Mayborn is the President of the Mayborn
Company, a Texas corporation, which is a general
partner of Burke, Mayborn. Her principal occupation
is investor and media management. Ms. Mayborn's
principal business address is P.O. Box 6114, Temple,
Texas 76503-6114, PERSONAL AND CONFIDENTIAL. Ms.
Mayborn is a United States Citizen.
Ms. Mayborn has not been convicted in a criminal
proceeding during the last five years. She was not a
party during the last five years to a civil
proceeding of a judicial or administrative body of
competent jurisdiction as a result of which she 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.
Item 3. Source and Amount of Funds or Other Consideration.
(a) BURKE, MAYBORN
The Shares owned by Burke, Mayborn were acquired pursuant to
the Agreement in exchange for 11,167,538 shares of TOI stock
held by Burke, Mayborn.
(b) GENERAL PARTNERS AND CONTROL PERSONS
The Shares owned directly by Frank M. Burke, Jr. were acquired
pursuant to the Agreement in exchange for 665,000 shares of
TOI stock held by Frank M. Burke, Jr.
Item 4. Purpose of Transaction.
(a) BURKE, MAYBORN
Burke, Mayborn acquired the 777,500 Shares reported in this
Schedule 13D as being directly held by Burke, Mayborn for
investment purposes. Burke, Mayborn has no plans or
proposals that relate to or would result in any of the
actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
(b) GENERAL PARTNERS AND CONTROL PERSONS
(i) Frank M. Burke, Jr. acquired the 46,300 Shares
reported in this Schedule 13D as being directly held
by him for investment purposes. Mr. Burke does not
have any plans or proposals that relate to or would
result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
(ii) The Mayborn Company does not have any plans or
proposals that relate to or would result in any of
the actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
(iii) Anyse Sue Mayborn does not have any plans or
proposals that relate to or would result in any of
the actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) BURKE, MAYBORN
On January 17, 2003, pursuant to the Agreement, Burke, Mayborn
acquired 777,500 of the Shares. Burke, Mayborn beneficially
owns, and has the sole power to vote and dispose of, 777,500
of the Shares. The Shares owned by Burke, Mayborn constitute
approximately 5.8% of API's outstanding Series A common stock.
Burke, Mayborn has not effected any other transactions in
Common Stock during the past 60 days.
(b) GENERAL PARTNERS AND CONTROL PERSONS
(i) Frank M. Burke, Jr. may be deemed to be the
beneficial owner of the Shares held of record by
Burke, Mayborn by virtue of his relationship with
Burke, Mayborn. Additionally, Mr. Burke beneficially
owns, and has the sole power to vote and dispose of,
46,300 of the Shares in his own name. The aggregate
Shares beneficially owned by Mr. Burke constitute
approximately 6.2% of API's outstanding common stock.
Mr. Burke has not effected any other transactions in
the Series A Common Stock during the past 60 days.
(ii) The Mayborn Company may be deemed to be the
beneficial owner of the Shares held of record by
Burke, Mayborn by virtue of its relationship with
Burke, Mayborn. The Mayborn Company has not effected
any other transactions in the Series A Common Stock
during the past 60 days.
(iii) Anyse Sue Mayborn may be deemed to be the beneficial
owner of the Shares held of record by Burke, Mayborn
by virtue of her relationship with Burke, Mayborn.
Ms. Mayborn has not effected any other transactions
in the Series A Common Stock during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
(a) BURKE, MAYBORN
Incorporated by reference is that certain Stock Purchase
Agreement, dated as of January 17, 2003, by and among API and
the Stockholders of TOI, and that certain Escrow Agreement, by
and among API and certain of the stockholders of TOI, dated as
of January 17, 2003 (the "Escrow Agreement").
Pursuant to the terms of the Escrow Agreement, Burke, Mayborn
and certain other former stockholders of TOI have contributed
cash and Shares to be held in escrow, and subject to potential
forfeiture, for a period of time in connection with their
indemnification of API for any breaches of the representations
and warranties contained in the Agreement.
Other than the Agreement and the Escrow Agreement, there are
no contracts, arrangements, understandings, agreements or
relationships (legal or otherwise) between Burke, Mayborn and
any person with respect to the securities of API.
(b) GENERAL PARTNERS AND CONTROL PERSONS
(i) Frank M. Burke, Jr. may be deemed to be the
beneficial owner of the Shares held of record by
Burke, Mayborn by virtue of his relationship with
Burke, Mayborn.
Other than the Agreement and the Escrow Agreement,
there are no contracts, arrangements, understandings,
agreements or relationships (legal or otherwise)
between Burke, Mayborn or Frank M. Burke, Jr. and any
person with respect to the securities of API.
(ii) The Mayborn Company may be deemed to be the
beneficial owner of the Shares held of record by
Burke, Mayborn by virtue of its relationship with
Burke, Mayborn.
Other than the Agreement and the Escrow Agreement,
there are no contracts, arrangements, understandings,
agreements or relationships (legal or otherwise)
between Burke, Mayborn or The Mayborn Company and any
person with respect to the securities of API.
(iii) Anyse Sue Mayborn may be deemed to be the beneficial
owner of the Shares held of record by Burke, Mayborn
by virtue of her relationship with Burke, Mayborn.
Other than the Agreement and the Escrow Agreement,
there are no contracts, arrangements, understandings,
agreements or relationships (legal or otherwise)
between Burke, Mayborn or Anyse Sue Mayborn and any
person with respect to the securities of API.
Item 7. Material to be Filed as Exhibits.
Exhibit A:
Stock Purchase Agreement, dated as of January 17, 2003, by and among
API and the Stockholders of TOI.
Exhibit B:
Joint Filing Agreement
Exhibit C:
Escrow Agreement, dated as of January 17, 2003, by and among API and
certain Stockholders of TOI.
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.
Date: January 17, 2003
BURKE, MAYBORN CO., LTD.
By: /s/ Frank M. Burke, Jr.
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Name: Frank M. Burke, Jr.
Title: General Partner
By: THE MAYBORN COMPANY
Title: General Partner
By: /s/ Anyse Sue Mayborn
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Name: Anyse Sue Mayborn
Title: President
/s/ Frank M. Burke, Jr.
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Frank M. Burke, Jr.
/s/ Anyse Sue Mayborn
------------------------------
Anyse Sue Mayborn
THE MAYBORN COMPANY
By: /s/ Anyse Sue Mayborn
---------------------------
Name: Anyse Sue Mayborn
Title: President
Exhibit Index
Exhibit A:
Stock Purchase Agreement, dated as of January 17, 2003, by and among API
and the Stockholders of TOI.
Exhibit B:
Joint Filing Agreement
Exhibit C:
Escrow Agreement, dated as of January 17, 2003, by and among API and
certain Stockholders of TOI.