UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
ADVANCED PHOTONIX, INC.
(Name of Issuer)
CLASS A COMMON STOCK,
PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
00754E 10 7
(CUSIP Number)
Robin F. Risser
c/o Picometrix, LLC
2925 Boardwalk
Ann Arbor, MI 48104
(734) 864-5600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
David N. Parsigian, Esq.
Miller, Canfield, Paddock and Stone, P.L.C.
101 North Main Street
Ann Arbor, Michigan 48104-1400
(734) 663-2445
May 2, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
(Continued on following pages)
SCHEDULE 13D
CUSIP NO. 00754E 10 7
1 NAME OF REPORTING PERSON:
Robin F. Risser
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS: SC (See Item 3).
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
7 SOLE VOTING POWER: 868,333 (See Item 5).
NUMBER OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0 (See Item 5).
OWNED BY EACH
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER: 868,333 (See Item 5).
10 SHARED DISPOSITIVE POWER: 0 (See Item 5).
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
868,333 (See Item 5).
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[ ] (See Item 5).
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.4% (See Item 5).
14 TYPE OF REPORTING PERSON: IN (See Item 3).
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the Class A Common Stock, par value of
$0.001 per share (the "Class A Common Stock") of Advanced Photonix, Inc., a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 1240 Avenida Acaso, Camarillo, California 93012.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Robin F. Risser (the "Shareholder").
(b) 2925 Boardwalk Drive, Ann Arbor, Michigan 48104
(c) Chief Financial Officer of Advanced Photonix, Inc. and President of
Picometrix, LLC, 2925 Boardwalk Drive, Ann Arbor, Michigan 48104
(d), (e) During the last five years, the Shareholder has not (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
nor (ii) been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which proceeding such person 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) The Shareholder is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Except as otherwise indicated in this Schedule 13D, all of the shares of Class A
Common Stock beneficially owned by the Shareholder were acquired in a merger
transaction (the "Merger") in exchange for the shares of Picotronix, Inc. held
by the Shareholder. The Merger was completed pursuant to an Agreement and Plan
of Merger, dated March 8, 2005, by and among the Issuer, Michigan Acquisition
Sub, LLC, Picotronix, Inc. ("Picotronix"), the Shareholder, and Steven
Williamson (the "Agreement of Merger"). The Merger closed on May 2, 2005.
In addition, Mr. Risser purchased 10,000 shares of the Class A Common Stock on
March 15, 2005, in two separate transactions of 5,000 shares each. One purchase
of 5,000 shares was purchased for $2.25 per share, and the other at $2.20 per
share.
ITEM 4. PURPOSE OF TRANSACTION.
All of the shares of Class A Common Stock reported in this Statement as being
held by the Shareholder are being held by the Shareholder for investment
purposes.
In connection with the closing of the Merger, Advanced Photonix, Inc. entered
into a three-year employment agreement with Robin Risser. Mr. Risser's position
will be the General Manager of Picometrix, LLC, a wholly-owned subsidiary of
Advanced Photonix, Inc.. Pursuant to the employment agreement, Advanced
Photonix, Inc. agreed to cause the Board of Directors to appoint Mr. Risser as
its
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Chief Financial Officer. In addition, Mr. Risser will be nominated to become
a Director at the 2005 annual shareholders meeting.
* * * * *
Except as described in this Item 4 or in Item 6 of this Schedule 13D, the
Shareholder does not presently have any plans or proposals which relate to or
would result in: (a) the acquisition by any person of additional securities of
the Issuer or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction (such as a merger, reorganization or liquidation)
involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a
material amount of the assets of the Issuer or any of its subsidiaries; (d) any
change in the present board of directors or management of the Issuer (including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board of the Issuer); (e) any material change in the
present capitalization or dividend policy of the Issuer; (f) any material change
in the business or corporate structure of the Issuer; (g) any changes in the
charter or bylaws (or instruments corresponding thereto) of the Issuer or other
actions which may impede the acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a class of
equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar
to any of those enumerated in this paragraph.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Shareholder is the beneficial owner of 868,333 shares of Class A Common
Stock, which constitute 5.4% of the 16,087,631 shares of Class A Common Stock
deemed issued and outstanding as of May 3, 2004.
(b) The Shareholder has the power to vote, or to direct the voting of, all of
the shares of Class A Common Stock reported as beneficially owned by him in the
response to subsection (a) of this Item 5. The Shareholder has the power to
dispose of, or to direct the disposition of, all of the shares of Class A Common
Stock reported as beneficially owned by him in the response to subsection (a) of
this Item 5.
(c) Except as otherwise indicated in this subsection (c) or the response to Item
3 of this Schedule 13D, it is believed that the Shareholder has not personally
effected any transactions in Class A Common Stock in the last 60 days.
List of Transactions Effected in Last 60 days
Date of Type of No. of Price Per
Name Transaction Transaction Shares Share
--------------- -------------- ----------- ------- ---------
Robin F. Risser May 2, 2005 Merger 858,333 $2.11
Robin F. Risser March 15, 2005 Purchase 5,000 $2.25
Robin F. Risser March 15, 2005 Purchase 5,000 $2.20
(d) None.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The Shareholder entered into a Stock Option Agreement dated May 5, 2005
for 100,000 shares that vest over a three year period. The strike price of the
options is $2.15 for each share of Class A Common Stock. Twenty-five percent of
the options vest six months from the date of the Stock Option Agreement. Another
twenty-five percent vest on the first anniversary of the Stock Option Agreement.
Another twenty-five percent vest on the second anniversary of the Stock Option
Agreement. The remaining twenty-five percent of the options vest on the third
anniversary of the Stock Option Agreement.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None
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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.
Dated: May 12, 2005 By /S/ Robin F. Risser
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Robin F. Risser
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