CUSIP NO. 006743306
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
January 27, 2006
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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 260,000
by Each
Reporting Person 8. Shared Voting Power
With
1,796,000
9. Sole Dispositive Power
260,000
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,056,000
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12. Check if the Aggregate Amount in Row (11) Excludes [X]
Certain Shares
Beneficial ownership of 1,796,000 shares owned by spouse's revocable
trust is disclaimed by the Reporting Person. Shared voting and
dispositive power over these shares was not previously reported.
Spouse, Susan Chymiak, files separately.
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13. Percent of Class Represented by Amount in Row (11)
20.3%
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14. Type of Reporting Person
IN
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Item 1. Security and Issuer
This Amendment No. 5 to Schedule 13D ("Amendment No. 5") 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 by Amendment No. 2 to
Schedule 13D filed on December 23, 2005, as amended by Amendment No. 3 to
Schedule 13D filed on December 30, 2005, as amended by Amendment No. 4 to
Schedule 13D filed on January 25, 2006 (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. 5.
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 2,056,000 shares of Common Stock
of ATG, 250,000 of which are held indirectly by him as trustee of the Ken
Chymiak Revocable Trust Dated March 4, 1992, 1,796,000 of which are indirectly
held by Mr. Chymiak's spouse as trustee of the Susan Chymiak Revocable Trust
Dated March 4, 1992, and 10,000 shares of which are subject to immediately
exercisable stock options granted to Mr. Chymiak under ATG's 1998 Incentive
Stock Plan, which Mr. Chymiak holds directly. ATG's Annual Report on Form 10-K
for the fiscal year ended September 30, 2005, reports that there were
10,096,747 shares of Common Stock outstanding as of December 20, 2005.
Mr. Chymiak is therefore currently the beneficial owner of 20.4% of the total
issued and outstanding shares of Common Stock. Mr. Chymiak disclaims
beneficial ownership of 1,796,000 shares owned by his spouse's revocable trust.
(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
January 27, 2006 150,000 $6.25
January 31, 2006 121,138 $6.25
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.
February 10, 2006
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Date
/s/ Kenneth A. Chymiak
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Signature
Kenneth A. Chymiak, President and Chief Executive Officer
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Name/Title