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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __________)*
FRESH AMERICA CORP.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
35803R105
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(CUSIP Number)
Robert J. Keffler, Esq.
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Murphy Mahon Keffler & Farrier, L.L.P.
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120 West 3rd Street
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Suite 300
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Fort Worth, Texas 76102
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 9, 2001
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(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 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 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).
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CUSIP No. 358034105
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Larry H. Martin
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER: 3,176,694
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NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER: 0
BY EACH REPORTING ---------------------------------------------
PERSON WITH
9 SOLE DISPOSITIVE POWER: 3,176,694
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10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,176,694
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.73%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, par value $.01 per share, of
Fresh America Corp. ("Fresh America"); Fresh America's principal executive
offices are located at 6600 LBJ Freeway, Suite 180, Dallas, Texas 75240.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is being filed by Mr. Larry H. Martin, an individual;
(b) Mr. Martin's residence address is 2729 Sunrise Drive, Arlington, Texas
76006;
(c) Mr. Martin is Executive Vice President of Martin Brothers, a division of
Fresh America, 1049 Ave H East, Arlington, Texas 76010.
(d) During the last five years, Mr. Martin has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors);
(e) During the last five years, Mr. Martin has not been 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; and
(f) Mr. Martin is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a purchase agreement effective as of December 19, 1997 (the
"Agreement") between Mr. Martin and Fresh America, Mr. Martin sold all of the
outstanding common stock of Hereford Haven, Inc., a corporation wholly owned by
him, to Fresh America. Pursuant to the terms of the Agreement, Mr. Martin was
entitled to receive a contingent earnout payment from Fresh America in the
amount of $4,956,932 on March 31, 2001. On April 9, 2001, Fresh America
exercised its option under the Agreement to designate that 75% of this
contingent earnout payment be paid to Mr. Martin in the form of shares of common
stock of Fresh America, which, as provided in the Agreement, were valued at the
average of the closing price of Fresh America's common stock on NASDAQ for the
ten trading days preceding March 31, 2001. Accordingly, on April 19, 2001 Mr.
Martin received 3,166,694 shares of common stock of Fresh America, the
certificate for which is dated as of March 31, 2001.
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ITEM 4. PURPOSE OF TRANSACTION.
Mr. Martin acquired these shares of common stock as an investment in
Fresh America. Mr. Martin intends to review his investment from time to time and
will take such actions with respect to the shares as he may deem appropriate in
light of Fresh America's business, financial condition, results of operations,
and prospects, general economic and industry conditions, as well as his personal
financial condition, prospects and other investment opportunities.
Except as set forth in this Schedule 13D, Mr. Martin has not formulated
any plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of, or the
disposition of securities of, Fresh America;
(b) An extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving Fresh America or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of Fresh America or
any of its subsidiaries;
(d) Any change in the present board of directors or management of Fresh
America, including any 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
Fresh America;
(f) Any other material change in Fresh America's business or corporate
structure;
(g) Changes in Fresh America's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
Fresh America by any person;
(h) Causing a class of securities of Fresh America 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 Fresh America 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 above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Martin acquired 3,166,694 shares of Fresh America's common stock
from Fresh America. See ITEM 3. In addition, he beneficially owns
options to purchase 10,000 shares of Fresh America common stock which
become exercisable within 60 days at $2.00 per share. Based upon
5,243,404 shares of common stock outstanding as of September 29, 2000,
(as reported by Fresh America on its most recently available report on
Form 10-Q as filed with the Commission on November 13, 2000), plus the
10,000 shares underlying options exercisable within 60 days, the shares
beneficially owned by Mr. Martin would represent approximately 37.73% of
Fresh America's outstanding common stock.
(b) The number of shares as to which Mr. Martin has sole power to vote or to
direct the vote, shared power to vote or to direct the vote, sole power
to dispose or to direct the disposition, or shared power to dispose or
to direct the disposition are set forth in the responses to Items 7, 8,
9 and 10, respectively, on the cover page of this Schedule 13D, and such
responses are incorporated herein by reference.
(c) During the period March 19 through March 21, 2001, Mr Martin sold 10,000
shares of common stock of Fresh America in the open market at prices
ranging from $1.25 to $1.44 per share. Except as otherwise set forth
herein, Mr. Martin has not effected any other transactions in the shares
of common stock of Fresh America during the past 60 days.
(d) No other person 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,
the shares of Fresh America common stock owned by Mr. Martin and
reported in this Schedule 13D.
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(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Pursuant to a stock option agreement effective as of June 2, 2000, (the
"Option Agreement") Fresh America awarded Mr. Martin nontransferable options to
purchase 20,000 shares of its common stock exercisable at $2.00 per share for a
period of 10 years after vesting. Options to purchase 10,000 shares will vest as
of June 2, 2001, and the remaining 10,000 share options will vest as of June 2,
2002. However, all options will immediately vest upon a change of control of
Fresh America as defined in the Option Agreement. Other than as set forth in
this Schedule 13D, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Martin and any person with
respect to any securities of Fresh America, 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, division of
profits or loss, or the giving or withholding of proxies; nor are any of the
securities pledged or otherwise subject to a contingency the occurrence of which
would give another person voting power or investment power over such securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Stock Option Agreement dated as of June 2, 2000, between Larry H. Martin and
Fresh America Corp.
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.
April 24, 2001
/s/ Larry Martin
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Larry Martin
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