SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
BIGMAR, INC.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
089893 10 1
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(CUSIP Number)
Cynthia R. May
Harold C. Baldauf
Janet A. Baldauf
95 Midland Road
Saginaw, Michigan 48603
Telephone (989) 797-5502
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 13, 2002
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(Date of Event which Requires Filing of 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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
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* 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).
(CONTINUED ON FOLLOWING PAGE(S))
CUSIP No. 089893 10 13D Page 2 of 10 Pages
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1 NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
Cynthia R. May
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
Not applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5 CHECK 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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7 SOLE VOTING POWER
NUMBER OF 6,610,155
SHARES -----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,200
OWNED BY
-----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,610,155
PERSON -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,200
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,611,355
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12 CHECK 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)
52%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 089893 10 13D Page 3 of 10 Pages
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1 NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
Harold C. Baldauf
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
Not applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
5 CHECK 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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7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
3,000
OWNED BY
-----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,923,539
PERSON -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
3,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,926,539
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12 CHECK 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)
43.9%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 089893 10 13D Page 4 of 10 Pages
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1 NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
Janet A. Baldauf
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
Not applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5 CHECK 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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7 SOLE VOTING POWER
NUMBER OF 333,333
SHARES -----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
3,000
OWNED BY
-----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,256,872
PERSON -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
3,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,259,872
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12 CHECK 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)
46.9%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 089893 10 13D Page 5 of 10 Pages
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, $.001 par value ("Common
Stock"), of Bigmar, Inc. (the "Issuer"). The principal executive offices of the
Issuer are located at 9711 Sportsman Club Road, Johnstown, Ohio 43031.
This Schedule 13D serves to separately restate the beneficial ownership
and clarify the intentions of each reporting person named in Item 2 hereof with
respect to the previously stated beneficial ownership and intentions contained
in Amendment No. 5 to Schedule 13D, which was jointly filed by the reporting
persons named in Item 2 and Jericho II, L.L.C., a Michigan limited liability
company ("Jericho") on January 11, 2002.
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ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed jointly by Cynthia R. May ("Ms. May"),
Harold C. Baldauf ("H. Baldauf") and Janet A. Baldauf ("J. Baldauf")
(hereinafter collectively referred to as the "Reporting Persons"). The Reporting
Persons have previously filed, jointly with Jericho, a Schedule 13D dated July
8, 1998, and amendments thereto, including Amendment No. 1 filed on October 26,
1998, Amendment No. 2 filed on January 26, 1998, Amendment No. 3 filed on March
10, 1999, and Amendment No. 4 filed on August 27, 2001. Most recently, Amendment
No. 5 to Schedule 13D was filed by the Reporting Persons and Jericho on January
11, 2002 ("Amendment No. 5"). This Schedule 13D is being filed to separately
restate the Reporting Persons' beneficial ownership and intentions with respect
to the Issuer since the Reporting Persons are unable to cause Jericho to effect
a joint filing of an amendment with them.
Ms. May is a director of Saginaw Control and Engineering, Inc. The
company's principal business is manufacturing electrical cabinets. Ms. May's
business address is 95 Midland Road, Saginaw, Michigan 48603. Ms. May is a
citizen of the United States. Ms. May is the daughter of H. Baldauf and J.
Baldauf.
Harold C. Baldauf is Chairman of Saginaw Control and Engineering, Inc.
H. Baldauf's business address is 95 Midland Road, Saginaw, Michigan 48603. H.
Baldauf is a citizen of the United States. H. Baldauf is J. Baldauf's husband
and Ms. May's father.
Janet A. Baldauf is Secretary of Saginaw Control and Engineering, Inc.
J. Baldauf's business address is 95 Midland Road, Saginaw, Michigan 48603. J.
Baldauf is a citizen of the United States. J. Baldauf is H. Baldauf's wife and
Ms. May's mother.
During the last five years, neither Ms. May, H. Baldauf nor J. Baldauf
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.
CUSIP No. 089893 10 13D Page 6 of 10 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Information concerning the source and amount of funds for prior
acquisitions are set forth in the Schedule 13D dated July 8, 1998 and amendments
thereto, filed jointly by the Reporting Persons and Jericho, which are hereby
incorporated by reference.
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ITEM 4. PURPOSE OF TRANSACTION.
The following two paragraphs summarize various acquisitions of the
Issuer's Common Stock that were previously reported in Amendment No. 5 jointly
filed by the Reporting Persons and Jericho.
On January 21, 1999, Ms. May purchased 1,850 shares of the Issuer's
Common Stock for $1.84 per share for an aggregate consideration of $3,404.
Subsequently, Ms. May also purchased an additional 500 shares of Issuer's Common
Stock. On June 24, 1999, H. Baldauf and J. Baldauf, acting as joint tenants,
purchased 3,000 shares of the Issuer's Common Stock for $4.96 per share for an
aggregate consideration of $14,906.25. On February 15, 1999, pursuant to a Stock
Purchase Agreement with the Issuer, J. Baldauf purchased 333,333 shares of the
Issuer's Common Stock for $3.00 per share for an aggregate consideration of
$1,000,000. GRQ, LLC, a Michigan limited liability company ("GRQ"), purchased an
aggregate of 17,600 shares on the open market between August 12, 1998 and
October 6, 1998, for an aggregate purchase price of $34,081.26. On February 15,
1999, pursuant to a Stock Purchase Agreement with the Issuer, GRQ purchased
166,666 shares of the Issuer's Common Stock for $3.00 per share for an aggregate
consideration of $500,000. Ms. May is a member of GRQ and has the sole power to
manage and trade, and otherwise buy, sell, assign and endorse for transfer
shares of the Issuer held by GRQ. Pursuant to a Stock Purchase Agreement with
the Issuer, on October 20, 1998, Jericho acquired 3,692,308 shares of the
Issuer's Common Stock for $1.62 per share for a total consideration of
$6,000,000. Pursuant to a Debt Repayment Agreement dated November 20, 1998, on
January 11, 1999, 1,231,231 shares of the Issuer's Common Stock were transferred
to Jericho in satisfaction of $2,536,335.65 of debt incurred by Hemtech Holdings
Limited.
Ms. May and H. Baldauf are members of Jericho. On November 14, 2001,
pursuant to an Authorization to Transfer Shares in Satisfaction of Indebtedness
("Authorization"), Jericho executed a Stock Power and Assignment transferring
4,923,539 shares of the Issuer's Common Stock (the "Transferred Shares") to H.
Baldauf. The Authorization is attached as Exhibit 99.2 hereto. However, Jericho
has remained the record holder of such shares. In addition to the Common Stock
discussed above, Jericho holds a warrant to purchase 500,000 shares of the
Issuer's Common Stock (the "Common Warrant") and a Series A Convertible
Preferred Stock Warrant for the purchase of 1,000,000 shares of the Issuer's
Preferred Stock (the "Preferred Warrant"). The Transferred Shares, the Common
Warrant and the Preferred Warrant are hereinafter referred to as the "Jericho
Related Stock." With respect to any shares owned by Jericho, there exists a
Delegation of Authority, granted to Ms. May by the members of Jericho on August
30, 2000 ("Jericho Delegation of Authority"), which is attached as Exhibit 99.3
hereto, that provides that Ms. May has the power to vote and dispose of, on
behalf of Jericho, any shares of Common Stock owned by Jericho. In addition, Ms.
May and J. Baldauf each separately and jointly have the authority to dispose of
all shares of stock held by H. Baldauf pursuant to a Durable Power of Attorney
executed by H. Baldauf on June 5, 1995 (the "Durable Power of Attorney"). The
Durable Power of Attorney is attached as Exhibit 99.4 hereto.
CUSIP No. 089893 10 13D Page 7 of 10 Pages
Based on the foregoing, it is the position of the Reporting Persons
that they possess the authority and power to vote and dispose of the Common
Stock described in the preceding paragraphs because the Common Stock is either
directly owned by a Reporting Person or because a Reporting Person has been
delegated the authority to vote and dispose of the Common Stock through an
instrument described above. However, John Tramontana, a purported member of
Jericho, filed a Complaint in the United States District Court of the Eastern
District of Michigan on January 18, 2002, as amended on April 29, 2002, against,
among others, Ms. May and H. Baldauf challenging the right of Ms. May and H.
Baldauf to exercise their power to vote and dispose of the Jericho Related Stock
(the "Action"). On May 13, 2002, Ms. May and H. Baldauf stipulated and agreed to
the entry of an order by the District Court (the "Order"), which provides that
during the pendency of the Action (i) H. Baldauf may not exercise his power to
vote, dispose of, assign or otherwise encumber the Transferred Shares; (ii) Ms.
May may not attempt to exercise any authority pursuant to the Jericho Delegation
of Authority; and (iii) Ms. May shall not act as the "Managing Member" of
Jericho, including, attempting to vote any shares of Common Stock held by
Jericho, or disposing, assigning or otherwise encumbering the Jericho Related
Stock. The Order is attached as Exhibit 99.5 hereto.
In addition to the Action described in the preceding paragraph, the
composition of the board of directors of the Issuer was recently the subject of
litigation in the Court of Chancery of the State of Delaware, In Re Bigmar, Inc.
Section 225 Litigation, Consolidated C.A. No. 19289 (the "Delaware Litigation").
Pursuant to an Order and Final Judgment on April 15, 2002 ("Delaware Judgment"),
the Court of Chancery set aside shareholder consents that were executed by Ms.
May on behalf of Jericho, based on the Jericho Delegation of Authority, which
sought to remove certain directors from the board of directors of the Issuer. A
Notice of Appeal of the Delaware Judgment was filed by Ms. May on May 15, 2002.
The Memorandum Opinion and the Order and Final Judgment relating to the Delaware
Litigation are annexed as Exhibit 99.7 and 99.8, respectively, to the Issuer's
8-K filed on April 19, 2002, and such Exhibits are incorporated herein by
reference.
Following the entry of the Delaware Judgment, Ms. May and two other
directors, who were designated by Ms. May, resigned as directors of the Issuer
effective April 15, 2002. In addition, a third director designated by Ms. May,
resigned on April 24, 2002.
As a result of the foregoing, pending the outcome of the Action, the
Reporting Persons are unable to exercise control over or influence the
management and policies of the Issuer and accordingly cannot do so at this time.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The following description of each Reporting Person's
beneficial ownership is based on the position of the Reporting Persons that,
pursuant to the acquisition of the Transferred Shares by H. Baldauf and the
ownership of the Common Warrant and Preferred Warrant by Jericho, the Reporting
Persons possess the power to vote and dispose of the Jericho Related Stock,
subject to and qualified by the restrictions on the exercise of such power
during the pendency of the Action as set forth in the Order and pending appeal
of the Delaware Judgment.
CUSIP No. 089893 10 13D Page 8 of 10 Pages
Ms. May is the beneficial owner of 6,611,355 shares of the Issuer's
Common Stock. These shares include (i) 2,350 shares held by Ms. May directly;
(ii) 1,200 shares held by Fred May, Ms. May's husband; (iii) 4,923,539 shares of
Common Stock held by H. Baldauf, over which Ms. May is deemed to have sole
voting power pursuant the Jericho Delegation of Authority, and the sole
dispositive power over such shares pursuant to the Durable Power of Attorney;
(iv) the Common Stock Warrant held by Jericho for the purchase of 500,000 shares
of the Issuer's Common Stock, over which, upon exercise, Ms. May has sole voting
and dispositive power pursuant to the Jericho Delegation of Authority; (v) the
Series A Convertible Preferred Stock Warrant held by Jericho for the purchase of
1,000,000 shares of the Issuer's Preferred Stock, over which, upon exercise, Ms.
May has sole voting and dispositive power pursuant to the Jericho Delegation of
Authority; and (vi) 184,266 shares of the Issuer's Common Stock held by GRQ,
LLC, over which Ms. May has sole voting and dispositive power pursuant to a
Delegation of Authority granted to Ms. May by GRQ, LLC (the "GRQ Delegation of
Authority"). The GRQ Delegation of Authority is attached as Exhibit 99.6 hereto.
This figure does not include shares owned by Ms. May's mother, Janet A. Baldauf,
as to which Ms. May disclaims beneficial ownership. Of the shares beneficially
owned by Ms. May, she has sole voting and dispositive power over 6,610,155
shares of Common Stock and shared voting and dispositive power over 1,200 shares
of Common Stock. In the aggregate, assuming exercise of the Warrants by Jericho,
Ms. May would thus be deemed to be the beneficial owner of approximately 52% of
the outstanding Common Stock of the Issuer (based on the Issuer's Quarterly
Report on Form 10Q for the quarter ending September 30, 2001, which is the last
report filed by the Issuer reflecting the outstanding shares of Common Stock, as
adjusted by additional issuances of Common Stock by the Issuer, which are known
by the Reporting Persons to have occurred subsequent to the September 30, 2001
Quarterly Report), and as further increased by the shares issuable upon exercise
of the Warrants (excluding any antidilution adjustments).
H. Baldauf is the beneficial owner of 5,454,138 shares of the Issuer's
Common Stock. These shares include (i) 4,923,539 shares held by H. Baldauf
directly and (ii) 3,000 shares held by H. Baldauf and J. Baldauf as joint
tenants. This figure does not include 333,333 share of Common Stock held by H.
Baldauf's wife, J. Baldauf, as to which H. Baldauf disclaims beneficial
ownership. Of the shares beneficially owned by H. Baldauf, he has sole voting
and dispositive power over 4,923,539 shares of Common Stock and shared voting
and dispositive power over 3,000 shares of Common Stock. H. Baldauf would thus
be deemed to be the beneficial owner of approximately 43.9% of the outstanding
Common Stock of the Issuer (based on the Issuer's Quarterly Report on Form 10Q
for the quarter ending September 30, 2001, which is the last report filed by the
Issuer reflecting the outstanding shares of Common Stock, as adjusted by
additional issuances of Common Stock by the Issuer, which are known by the
Reporting Persons to have occurred subsequent to the September 30, 2001
Quarterly Report).
CUSIP No. 089893 10 13D Page 9 of 10 Pages
J. Baldauf is the beneficial owner of 5,259,872 shares of the Issuer's
Common Stock. These shares include (i) 333,333 shares held by J. Baldauf
directly; (ii) 3,000 shares held by J.Baldauf and H. Baldauf as joint tenants;
and (iii) 4,923,539 shares of Common Stock held by H. Baldauf, over which J.
Baldauf has sole dispositive power pursuant to the Durable Power of Attorney. Of
the shares beneficially owned by J. Baldauf, she has sole dispositive power over
5,256,872 shares of Common Stock, sole voting power over 333,333 shares of
Common Stock and shared voting and dispositive power over 3,000 shares of Common
Stock. J. Baldauf would thus be deemed to be the beneficial owner of
approximately 46.9% the outstanding Common Stock of the Issuer (based on the
Issuer's Quarterly Report on Form 10Q for the quarter ending September 30, 2001,
which is the last report filed by the Issuer reflecting the outstanding shares
of Common Stock, as adjusted by additional issuances of Common Stock by the
Issuer, which are known by the Reporting Persons to have occurred subsequent to
the September 30, 2001 Quarterly Report).
None of the Reporting Persons has engaged in any transactions in the
Common Stock of the Issuer during the past sixty days.
Except as set forth above, there are no other persons with the right to
receive or the power to direct the receipt of the dividends from, or the
proceeds from the sale of, the securities described herein.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
Reference is made to the Authorization to Transfer Shares in
Satisfaction of Indebtedness, Jericho Delegation of Authority, the Durable Power
of Attorney and the Order, referred to above in Item 4, and the GRQ Delegation
of Authority referred to above in Item 5, each attached as Exhibits hereto and
incorporated by reference herein.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION
99.1 Joint Filing Agreement, dated May 23, 2002, by and
among Cynthia R. May, Harold C. Baldauf and Janet A.
Baldauf.
99.2 Authorization to Transfer Shares in Satisfaction of
Indebtedness.
99.3 Jericho Delegation of Authority
99.4 Durable Power of Attorney
99.5 Order
99.6 GRQ Delegation of Authority
CUSIP No. 089893 10 13D Page 10 of 10 Pages
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: May 23, 2002
CYNTHIA R. MAY
/s/ Cynthia R. May
HAROLD C. BALDAUF
/s/ Harold C. Baldauf
JANET A. BALDAUF
/s/ Janet A. Baldauf