SC 13D 1 klecha-sc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _______)* The Singing Machine Company, Inc. --------------------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 829322 30 4 ------------ (CUSIP Number) John Klecha The Singing Machine Company, Inc. 60601 Lyons Road, Bldg. A-7 Coconut Creek, FL 30373 ----------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 12, 1999 ------------ (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(b)(3) or (4), check the following box |_|. Note: Schedules filed in paper formal shall included a signed original and five copies of the schedule, including all exhibits. See Rule 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). 1 SCHEDULE 13D CUSIP No.829322 30 4 Page 2 of 10 Pages -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON John Klecha -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 -------------------------------------------------------------------------------- 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 of America -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 545,074 --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 545,074 --------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 545,074 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN 2 -------------------------------------------------------------------------------- Item 1. Security and Issuer This statement relates to the common stock of The Singing Machine Company, Inc. (the "Singing Machine" or the "Company"). The principal executive offices of The Singing Machine are located at 6601 Lyons Road, Bldg. A-7, Coconut Creek, Florida 33073. Item 2. Identity and Background This Schedule is being filed by John Klecha, the Chief Financial Officer and Director of the Singing Machine. The business address for Mr. Klecha is 6601 Lyons Road, Bldg. A-7, Coconut Creek, Florida 33073. During the last five years, Mr. Klecha has not 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 violations of any such laws. Item 3. Source and Amount of Funds or Other Consideration On May 12, 1999, Mr. Klecha purchased 6 units from the Singing Machine in a private offering. The purchase price for each unit was $27,500. Each unit consisted of 20,000 shares of the Singing Machine's preferred stock and 4,000 warrants with an exercise price of $2.00 per share. Each share of preferred stock could be converted into one share of the Singing Machine's common stock at any time after issuance. Each shares of preferred stock automatically converted into one (1) share of the Singing Machine's common stock on April 1, 2000. Each warrant was exercisable at any time after issuance and expired on April 1, 2001. Mr. Klecha paid the purchase price for 4 units, $110,000, with personal funds. Mr. Klecha received a loan from the Singing Machine to purchase 2 units for $55,000. The note bears interest at the rate of 9% per annum and matured on June 30, 2000, which note was extended until June 28, 2001. Interest has been paid on the note through June 28, 2000. The note is secured by the securities comprising the private placement units.. On June 28, 1999, the Singing Machine issued 150,000 shares of its common stock to Mr. Klecha in consideration for his personal guaranty of the Singing Machine's credit facilities with Main Factors and EPK Financial. On January 18, 2000, Mr. Klecha exercised an option to acquire 50,000 shares of the Company's common stock at an exercise price of $.43 per share. Mr. Klecha paid the purchase price of these shares with personal funds. Other purchases of the Company's common stock by Mr. Klecha beginning in March 1999 through the present date are described in Section 4(c) of this Schedule 13D On December 9, 1998, Mr. Klecha received an option to purchase 100,000 shares of the Company's common stock at an exercise price of $.43 per share. Fifty percent of these options were exercisable on December 9, 1999 and 50% were exercisable on December 9, 2000. These options 3 expire on December 9, 2003. On June 25, 1999, Mr. Klecha received an option to purchase 39,000 shares of the Company's common stock at an exercise price of $1.66 per share. Half of these options vested on August 1, 1999 and half on December 1, 1999. All of these options expire on June 25, 2004. In September 2000, Mr. Klecha received an option to purchase 190,000 shares of the Company's common stock at an exercise price of $3.06 per share. Half of these options vest on December 1, 2001 and half on December 1, 2002. The options all expire on December 1, 2006. On September 25, 2001, Mr. Klecha received an option to purchase 10,000 shares of the Company's common stock at an exercise price of $3.06 per share. These options are immediately exercisable and expire on September 5, 2006. Item 4. Purpose of Transaction Mr. Klecha acquired the securities for investment purposes. Except as described in the preceding paragraphs, Mr. Klecha does not have any present plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of Singing Machine or the disposition of securities of Singing Machine, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Singing Machine, (c) a sale or transfer of a material amount of assets of Singing Machine, (d) any change in the present board of directors or management of Singing Machine, including plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the present capitalization or dividend policy of Singing Machine, (f) any other material change in Singing Machine's business or corporate structure, (g) any changes in Singing Machine's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of Singing Machine by any person, (h) a class of securities of Singing Machine's to be delisted from a national securities exchange or cease being authorized to be quoted in an inter-dealer quotation system of registered national securities association, (i) a class of equity securities of Singing Machine becoming eligible for termination of registration pursuant to Section 12(g) (4) of the Securities Exchange Acts of 1934 or (j) any action similar to any of those enumerated above. Item 4. Interest in Securities of the Issuer (a) Mr. Klecha is deemed to beneficially own 545,574 shares of the Singing Machine's common stock, representing approximately 9.5% of Singing Machine's issued and outstanding common stock (based on 4,362,920 shares outstanding on May 16, 2001). This total includes 426,574 shares held directly by Mr. Klecha, options to purchase 99,000 shares of the Singing Machine's common stock, currently exercisable, and warrants to purchase 20,000 shares at a purchase price of $2.00 per share. (b) Mr. Klecha has the sole power to vote or to direct the vote and to dispose and to direct the disposition of the 545,574 shares beneficially owed by him. (c) During the past sixty (60) days from May 7, 1999, Mr. Klecha has not effected any transactions in the Singing Machine's common stock. On March 19, 1999, Mr. Klecha purchased 56,807 shares in the open market at a price of $.85 per share; on 4 April 19, 1999, Mr. Klecha purchased 21,467 shares in the open market at a price of $.20 per share; on April 28, 1999, Mr. Klecha purchased 8,000 shares in the open market at a purchase price of $2.06 per share; on June 3, 1999, Mr. Klecha purchased 2,000 shares in the open market at a price of $1.66 per share; on February 28, 2000, Mr. Klecha purchased 700 shares in the open market at a purchase price of $3.25 per share; in September 2000, Mr. Klecha purchased 600 shares in the open market at a purchase price of $3.00 per share; on September 21, 2000, Mr. Klecha exercised a warrant to purchase 4,000 shares of the Company's common stock at an exercise price of $2.00 per share and on March 22, 2001, Mr. Klecha purchased 500 shares in the open market at a price of $4.75 per share. (d) Not applicable. (e) Not applicable. Item 5. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Except as described below, there are no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of Singing Machine to which Mr. Klecha is a party or is subject. Item 7. Materials to be filed as Exhibits Not Applicable. 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 16, 2001 /s/ John Klecha --------------------------- John Klecha 5