UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Valley Forge Scientific Corp.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
919656108
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(CUSIP Number)
Thomas F. Hurley, Esquire
Hangley Aronchick Segal & Pudlin, PC
One Logan Square - 27th Floor
Philadelphia, PA 19103
Tel.: (215) 496-7056
Fax.: (215) 568-0300
e-mail: thurley@hangley.com
---------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 22 2002
-----------------
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box /___/.
Page 1 of 12
CUSIP No. 919656108
1 NAME OF REPORTING PERSON Daniel Boyer
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / X /
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS PF
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 112,150
Shares
Beneficially 8 SHARED VOTING POWER 205,240
Owned by
Each 9 SOLE DISPOSITIVE POWER 112,150
Reporting
Person 10 SHARED DISPOSITlVE POWER 205,240
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 317,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES /_ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.93%
14 TYPE OF REPORTING PERSON (See Instructions) IN
Page 2 of 12
CUSIP No. 919656108
1 NAME OF REPORTING PERSON Ross L. Campbell
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ X/
(b)/__/
3 SEC USE ONLY
4 SOURCE OF FUNDS PF
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 119,100
Shares
Beneficially 8 SHARED VOTING POWER 39,000
Owned by
Each 9 SOLE DISPOSITIVE POWER 119,100
Reporting
Person 10 SHARED DISPOSITlVE POWER 39,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 158,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.96%
14 TYPE OF REPORTING PERSON (See Instructions) IN
Page 3 of 12
CUSIP No. 919656108
1 NAME OF REPORTING PERSON W. Ward Carey
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ X/
(b)/__/
3 SEC USE ONLY
4 SOURCE OF FUNDS PF
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 80,000
Shares
Beneficially 8 SHARED VOTING POWER 33,000
Owned by
Each 9 SOLE DISPOSITIVE POWER 80,000
Reporting
Person 10 SHARED DISPOSITlVE POWER 33,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 113,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.40%
14 TYPE OF REPORTING PERSON (See Instructions) IN
Page 4 of 12
CUSIP No. 919656108
1 NAME OF REPORTING PERSON Philip N. Hudson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ X/
(b)/__/
3 SEC USE ONLY
4 SOURCE OF FUNDS PF
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 140,600
Shares
Beneficially 8 SHARED VOTING POWER 0
Owned by
Each 9 SOLE DISPOSITIVE POWER 140,600
Reporting
Person 10 SHARED DISPOSITlVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 140,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.74%
14 TYPE OF REPORTING PERSON (See Instructions) IN
Page 5 of 12
CUSIP No. 919656108
1 NAME OF REPORTING PERSON James I. Steele
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ X/
(b)/__/
3 SEC USE ONLY
4 SOURCE OF FUNDS PF
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 37,800
Shares
Beneficially 8 SHARED VOTING POWER 14,850
Owned by
Each 9 SOLE DISPOSITIVE POWER 37,800
Reporting
Person 10 SHARED DISPOSITlVE POWER 14,850
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 52,650
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.65%
14 TYPE OF REPORTING PERSON (See Instructions) IN
Page 6 of 12
Item 1. Security and Issuer
This Statement relates to the Common Stock, no par value (the "Common
Stock"), of Valley Forge Scientific Corporation, a Pennsylvania corporation, 136
Green Tree Road, Oaks, Pennsylvania 19456.
Item 2. Identity and Background
(a) The following natural persons are filing this statement
on Schedule13D:
Daniel Boyer
Ross L. Campbell
W. Ward Carey
Philip N. Hudson
James I. Steele
(b) The business or residential addresses of the persons
identified above are as follows:
The business address of Daniel Boyer is c/o Boenning &
Scattergood, 601 High Street, Pottstown, PA 19464
The residential address of Ross L. Campbell is 675 Lewis Lane,
Ambler, Pennsylvania 19002.
The residential address of W. Ward Carey 21 E. 66th Street,
New York, NY 10021
The business address of Philip N. Hudson is P.O. Box 160892,
San Antonio, TX 78280
The residential address of James I. Steele is 30982 Clubhouse
Lane, Evergreen, CO 80439
(c) The present principal occupation or employment of each of the
persons filing this statement on Schedule 13D are as follows:
Daniel Boyer is Senior Vice President of Boenning &
Scattergood, a brokerage firm located at 601 High Street,
Pottstown, PA 19464.
Ross L. Campbell is a Senior Vice President of Janney
Montgomery Scott, a brokerage firm located at 1801 Market
Street, Philadelphia, Pennsylvania.19103.
W. Ward Carey retired at January 31, 2002 and is not currently
employed.
Page 7 of 12
Philip N. Hudson is a private investor and is not currently
employed.
James I Steele is a First Vice President of Morgan Stanley, a
brokerage firm located at 370 17th Street, Denver, CO 80202.
(d) and (e) During the last five years, none of the persons filing this
statement on Schedule 13D has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); or (ii) 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) Citizenship. All of the persons filing this statement on Schedule
13D are citizens of the United States of America.
Item 4. Purpose of Transaction
Each person filing this statement on Schedule 13D acquired the Common
Stock beneficially owned by him in the ordinary course of his investing
activities.
Depending upon market conditions and other factors that he may deem
material, each person filing this statement on Schedule 13D may purchase
additional shares of Common Stock or related securities or may dispose of all or
a portion of the Common Stock or related securities that he now beneficially
owns or may hereafter acquire in open market or privately negotiated
transactions or otherwise.
The persons filing this statement on Schedule 13D have determined to
form a stockholders' committee comprised of such persons, to consult with the
Issuer's directors concerning ways in which they may take action to improve
shareholder value including, without limitation, pursuing potential changes in
the operations and/or capital structure of the Issuer, and pursuing a strategic
acquisition, disposition, merger or other business combination. They may also
seek representation on the Company's board of directors.
Except as set forth above, none of the persons filing this statement on
Schedule 13D currently has any definitive plans or proposals which relate to or
would result in any of the actions set forth in subparagraphs (a) through (j) of
Item 4. However, it should be noted that any of the actions described above
could relate to or result in actions set forth in subparagraphs (a) through (j)
of Item 4. These individuals are at the present time and may in the future
discuss such possibilities with others, including, without limitation, other
shareholders of the Issuer.
Item 5. Interest in Securities of the Issuer
Page 8 of 12 Pages
Daniel Boyer beneficially owns 317,390 shares of Common Stock
constituting 3.93% of the outstanding shares of Common Stock.
This includes certain shares as to which Mr. Boyer shares
voting and investment power, as follows: 74,390 shares of
Common Stock owned by Ute Boyer, his wife; 75,650 shares of
Common Stock owned by Kim Boyer, his daughter; and 55,200
shares of Common Stock owned by Alex Boyer, his son, all of
whom have an address of P.O. Box 77, Boyertown, PA 19512.
Ross L. Campbell beneficially owns 158,100 shares of Common
Stock constituting 1.96% of the outstanding shares of Common
Stock. This includes 12,000 shares of Common Stock held by Mr.
Campbell as a co-trustee, as to which he shares voting and
investment power with his co-trustee. The address of this
trust is 1801 Market Street, Philadelphia, PA. This also
includes 15,000 shares of Common Stock owned by Marcia W.
Campbell, his wife who resides at 675 Lewis Lane, Ambler, PA;
6000 shares of Common Stock owned by Jan W. Campbell, his
daughter, with an address of 453 Skippack Pike, Blue Bell, PA;
and 6000 shares of Common Stock owned by Ross L. Campbell, Jr,
his son, having an address of 36 Francesca Ave., Somerville,
MA. Mr. Campbell shares voting and dispositive power with
respect to the Common Stock owned by his wife and children.
W. Ward Carey beneficially owns 113,000 shares of Common Stock
constituting 1.40% of the outstanding shares of Common Stock.
This includes 33,000 shares as to which Mr. Carey shares
voting and investment power with Patricia M. Carey, his wife
(7,400 shares); Alexander Carey, his son (6,000 shares);
Daphne Carey, his daughter (16,700 shares); and Cynthia A.
Carey, his daughter (2,900 shares), all of whom have an
address of 21 E. 66th Street, New York, NY.
Philip N. Hudson beneficially owns 140,600 shares of Common
Stock constituting 1.74% of the outstanding shares of Common
Stock.
James I. Steele beneficially owns 50,650 shares of Common
Stock constituting 0.65% of the outstanding shares of Common
Stock. This includes 10,850 shares of Common Stock owned by F.
Irene Steele, his mother, who resides at 1536 East 550 Rd.
Lawrence, Kansas and 4,000 shares of Common Stock owned by
Peggy Steele, his wife, with an address at 30982 Clubhouse
Lane, Evergreen, CO, as to which Mr. Steele shares voting and
investment power.
All of the persons listed above, together in the aggregate,
constituting a group for purposes of this statement filed on Schedule 13D,
beneficially own 781,740 shares of Common
Page 9 of 12 Pages
Stock constituting 9.69% of the outstanding shares of Common Stock.
(b) Each person listed under paragraph (a) of Item 5 above has the
power to vote or direct the vote of, and to dispose or direct the disposition
of, the Common Stock beneficially owned by him.
(c) The following transactions were effected by the natural persons
listed in paragraph (a) above within the past sixty (60) days:
(i) Mr. Boyer purchased 575 shares of Common Stock on January
8, 2002 at a price of $2.30 per share; and an additional 3000 shares of Common
Stock on January 17, 2002 at a price of $2.365 per share. Both purchases were
open market transactions.
(ii) Mr. Carey purchased 500 shares of Common Stock on January
17, 2002 at a price of $2.42 per share; an additional 500 shares of Common Stock
on February 5, 2002 at a price of $2.40 per share; and an additional 1,000
shares of Common Stock on February 7, 2002 at a price of $2.40 per share.; and
an additional [3000] shares of Common Stock on February __, 2002 at a price of
$___ per share. All purchases were open market transactions.
(iii) Mr. Hudson purchased 180 shares of Common Stock on
January 18, 2002 at a price of $2.40 per share in an open market transaction.
(d) No person other than the persons filing this statement on Schedule
13D is known to have the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of shares of the Common Stock.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The individuals filing this statement on Schedule 13D have agreed among
themselves to file this Statement and any amendments hereto and to operate as a
"group" for the purposes of Section 13(d) and the associated rules and
regulations and to share among themselves the cost of such filing and any other
concerted activity.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons filing
this statement on Schedule 13D or between such persons and any other person with
respect to any securities of the Company, including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, divisions of profits
or loss, or the giving or withholding of proxies.
Page 10 of 12 Pages
Item 7. Material to Be Filed as Exhibits
Exhibit A--Joint Filing Agreement
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.
Dated: February 26, 2002
/s/ Daniel Boyer
-----------------------------
Daniel Boyer
/s/ Ross L. Campbell
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Ross L. Campbell
/s/ W. Ward Carey
-----------------------------
W. Ward Carey
/s/ Philip N. Hudson
-----------------------------
Philip N. Hudson
/s/ James I. Steele
-----------------------------
James I. Steele
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
Page 11 of 12 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule13D with
respect to the Common Stock of Valley Forge Scientific Corp. dated February __,
2002 is, and any further amendments thereto signed by or on behalf of the
undersigned shall be, filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended.
Each of the undersigned, other than Ross Campbell, does hereby
constitute and appoint Ross Campbell his true and lawful attorney in fact, with
full power and authority, in the name of and on behalf of the undersigned, to
prepare, execute, sign and file any amendments to the Schedule 13D of the
undersigned with respect to the Common Stock of Valley Forge Scientific Corp.
granting unto said attorney full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as the
undersigned might or could do if personally present, hereby ratifying and
confirming all the said attorney-in-fact and agent may lawfully do or cause to
be done by virtue hereof.
Dated as of February 22, 2002
/s/ Ross L. Campbell /s/ W. Ward Carey
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Ross L. Campbell W. Ward Carey
/s/ James I. Steele /s/ Daniel Boyer
------------------------------ ---------------------------
James I. Steele Daniel Boyer
/s/ Philip N. Hudson
------------------------------
Philip N. Hudson
Page 12 of 12 Pages