SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BLAIR WILLIAM & CO/IL

(Last) (First) (Middle)
SUITE 2100

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CLARION TECHNOLOGIES INC/DE/ [ CLAR.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Con. Preferred Stock, par value $0.001 per share(1) $0(2) 08/15/2003 J(3) 400 09/02/2003 06/30/2007(4) Common Stock, par value $0.001 per share 228,571 $0(3) 34,952 I By Fund III(5)
Explanation of Responses:
1. Dividends on the Series A Preferred Stock will accrue daily at a rate of 12% per annum. If a dividend payment default occurs, dividends will accrue daily at the rate of 15% per annum. Dividends are payable in cash.
2. At any time and from time to time, holders of Series A Preferred Stock can convert such shares into shares of common stock of Clarion Technologies, Inc. by multiplying the number of shares to be converted by $1,000 and dividing that result by the conversion price then in effect, initially $1.75. The conversion price is subject to adjustment as a result of subdivisions or combinations of common stock, reorganizations, reclassifications, consolidations, mergers, sales of all or substantially all of Clarion Technologies, Inc.'s assets, or if Clarion Technologies, Inc., in certain circumstances, issues common stock at below fair market value prices. At any time after June 30, 2004, the holder of the Series A Preferred Stock may convert accrued and unpaid dividends on such shares into a number of shares of common stock of Clarion Technologies, Inc. computed by dividing the amount of accrued and unpaid dividends by the conversion price then in effect.
3. Clarion Technologies, Inc. issued 228, 571 shares of Series A Preferred Stock to William Blair Mezzanine Capital Fund III, LP as payment for the lapse of a contingency with respect to the prepayment of certain indebtness of Clarion Technologies, Inc. owned by William Blair Mezzanine Capital Fund III, LP.
4. All conversion rights of the shares of Series A Preferred Stock shall cease upon redemption of such shares. The Series A Preferred Stock is subject to optional redemption by Clarion Technologies, Inc. after the earlier of July 21, 2003 or a fundamental change (as defined in the Certificate of Designations of the Series A Preferred Stock). The Series A Preferred Stock is also subject to mandatory redemption on June 30, 2007.
5. William Blair & Company, L.L.C. (the "Reporting Person"), as a member of William Blair Mezzanine Capital Partners III, L.L.C. as the sole general partner of William Blair Mezzanine Capital Fund III, L.P. ("Fund III") may, pursuant to Rule 16-1(a)(2)(ii)(B), be deemed to beneficially own the Series A Preferred Stock or the common stock issuable upon conversion of the Series A Preferred Stock. The Reporting Person disclaims beneficial ownership of such Series A Preferred Stock and common stock, except to the extent of its pecuniary interest therein.
Matthew O'Meara Attorney-in-Fact 08/19/2003
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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