UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
The Singing Machine Company, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
829322 30 4
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(CUSIP Number)
Edward Steele
The Singing Machine Company, Inc.
6601 Lyons Road, Bldg. A-7
Coconut Creek, FL 30373
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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).
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SCHEDULE 13D
CUSIP No.829322 30 4 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Edward Steele
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 950,000*
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 152,910
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 950,000*
PERSON 10 SHARED DISPOSITIVE POWER
WITH 152,910
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,102,910*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.77%
14 TYPE OF REPORTING PERSON*
IN
*Include options to purchase 337,500 shares of the Singing Machine's common
stock which are currently exercisable.
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This Amendment No. 2 amends the Statement on Schedule 13D which Mr.
Steele filed with the Securities and Exchange Commission ("SEC") on May 18, 2001
and Amendment No. 1 to Mr. Steele's Schedule 13D filed on July 31, 2002.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended by adding the following paragraphs:
(a) Mr. Steele is deemed to beneficially own 1,102,910 shares of
the Singing Machine's common stock, representing approximately
12.77% of Singing Machine's issued and outstanding common
stock (based on 8,300,233 shares outstanding on July 3,
2002). This total includes 612,500 shares held directly by Mr.
Steele, options to purchase 337,500 shares of the Singing
Machine's common stock, currently exercisable within sixty
(60) days of July 7, 2003, and 152,910 shares held by Mr.
Steele's wife.
(b) Mr. Steele has the sole power to vote and to dispose of the
950,000 shares of Singing Machine common stock beneficially
owed by him and shares voting and dispositive power over the
152,910 shares held by his wife..
(c) Mr. Steele has a margin account with Morgan Keegan & Co.,
Inc., which was secured by shares of the Singing Machine's
common stock owned by Mr. Steele. On or about June 27, 2003,
Mr. Steele was not able to meet his margin requirement and
during the period between June 30, 2003 and July 3, 2003,
Morgan Keegan sold an aggregate of 204,686 shares of the
Singing Machine's common stock, which Mr. Steele had pledged
to Morgan Keegan to secure his margin account.
Except for the sales listed on Exhibit 99.1, during the past
sixty (60) days, Mr. Steele has not made any sales of the
Singing Machine's common stock and no third party has made any
sales on behalf of Mr. Steele. All of the sales listed on
Exhibit 99.1 were made by Morgan Keegan to satisfy Mr.
Steele's margin requirement and were made in the open market.
(d) Not applicable.
(e) Not applicable.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
99.1 List of Sales of the Singing Machine's common stock sold by
Morgan, Keegan & Company, Inc. to satisfy Mr. Steele's margin
requirement
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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.
Date: July 7, 2003 /s/ Edward Steele
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Edward Steele
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