CUSIP NO. 006743306
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ADDvantage Technologies Group, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
006743306
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(CUSIP Number)
Kenneth A. Chymiak
1605 East Iola, Broken Arrow, Oklahoma 74012
918-251-2887
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 19, 2004
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(Dates 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 persons
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).
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1. Name of Reporting Persons.
I.R.S. Identification No. of above persons
Kenneth A. Chymiak
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds
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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 of America
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Number of 7. Sole Voting Power
Shares Bene-
ficially Owned 1,260,000
by Each
Reporting Person 8. Shared Voting Power
With
0
9. Sole Dispositive Power
1,260,000
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,260,000
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12. Check if the Aggregate Amount in Row (11) Excludes [X]
Certain Shares
Does not include shares owned by spouse, beneficial ownership of
which is disclaimed. Spouse, Susan Chymiak, files separately.
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13. Percent of Class Represented by Amount in Row (11)
12.5%
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14. Type of Reporting Person
IN
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Item 1. Security and Issuer
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") amends the
Schedule 13D filed on October 14, 1999, as amended by Amendment No. 1 to
Schedule 13D filed on October 15, 2004 (as amended, the "Schedule 13D"), by the
reporting person and relates to the common stock, par value $.01 per share
("Common Stock"), of ADDvantage Technologies Group, Inc., an Oklahoma
corporation ("ATG"). The principal executive offices of ATG are located at
1605 East Iola, Broken Arrow, Oklahoma 74012. Those items of the Schedule 13D
for which there has been no change in the information previously reported are
omitted from this Amendment No. 2.
Item 2. Identity and Background
Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of Transaction
Item 5. Interest in Securities of the Issuer
(a) Mr. Chymiak presently beneficially owns 1,260,0(a) Mr. Chymiak presently
beneficially owns 1,260,000 shares of Common Stock of ATG, which he holds
indirectly as trustee of the Ken Chymiak Revocable Trust Dated March 4, 1992.
The aggregate number of shares of the Common Stock reported herein as
beneficially owned by Mr. Chymiak includes the right to acquire 10,000 shares
(stock options) granted pursuant to ATG's 1998 Incentive Stock Plan. ATG's
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005,
reports that there were 10,070,172 shares of Common Stock outstanding as of
July 27, 2005. Mr. Chymiak is therefore currently the beneficial owner of
12.5 % of the total issued and outstanding shares of Common Stock.
(c) Each of the following sale transactions occurred upon the exercise of an
option granted on September 24, 2004, to Barron Partners, LP, pursuant to a
stock purchase agreement with option to purchase additional shares
(the "Agreement"). The Agreement is described in item 6 of Amendment No. 1,
which discussion is incorporated into this item by reference.
Date of Disposition Shares Price
------------------- Disposed by Per
Sale Share
---- -----
November 19, 2004 215,000 $4.25
November 30, 2004 35,000 $4.25
December 7, 2005 50,000 $4.25
December 20, 2005 75,000 $4.25
December 21, 2005 125,000 $4.25
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Item 7. Material to Be Filed as Exhibits
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.
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Date
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Signature
David E. Chymiak, Chairman of the Board
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Name/Title