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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. 2 )*
Digital Solutions, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
253876106
(CUSIP Number)
Mr. Steven B. Sands
c/o Sands Brothers & Co., Ltd.
101 Park Avenue
New York, New York 10178 (212)697-5200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 14, 1996
(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:
Check the following box if a fee is being paid with the statement. |_|
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
Page 1 of 37 Pages
SCHEDULE 13D
CUSIP No. 253876106 Page 2 of 37 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven B. Sands
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a)
(b)|X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURUANT TO
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 25,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------
8 SHARED VOTING POWER
557,564
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
25,000
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
557,564
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
582,564
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.84%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Digital Solutions, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
253876106
(CUSIP Number)
Mr. Steven B. Sands
c/o Sands Brothers & Co., Ltd.
101 Park Avenue
New York, New York 10178 (212)697-5200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 14, 1996
(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:
Check the following box if a fee is being paid with the statement. |_|
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
Page 3 of 37 Pages
SCHEDULE 13D
CUSIP No. 253876106 Page 4 of 37 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin S. Sands
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a)
(b) X
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURUANT TO
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------
8 SHARED VOTING POWER
557,564
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
557,564
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
557,564
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.69%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Digital Solutions, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
253876106
(CUSIP Number)
Mr. Steven B. Sands
c/o Sands Brothers & Co., Ltd.
101 Park Avenue
New York, New York 10178 (212)697-5200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 14, 1996
(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:
Check the following box if a fee is being paid with the statement. |_|
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
Page 5 of 37 Pages
SCHEDULE 13D
CUSIP No. 253876106 Page 6 of 37 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sands Brothers & Co., Ltd.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a)
(b)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURUANT TO
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 %
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Digital Solutions, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
253876106
(CUSIP Number)
Mr. Steven B. Sands
c/o Sands Brothers & Co., Ltd.
101 Park Avenue
New York, New York 10178 (212)697-5200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 14, 1996
(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:
Check the following box if a fee is being paid with the statement. |_|
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
Page 7 of 37 Pages
SCHEDULE 13D
CUSIP No. 253876106 Page 8 of 37 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Katie and Adam Bridge Partners, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a)
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURUANT TO
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 359,333
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
359,333
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
359,333
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.41%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Digital Solutions, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
253876106
(CUSIP Number)
Mr. Steven B. Sands
c/o Sands Brothers & Co., Ltd.
101 Park Avenue
New York, New York 10178 (212)697-5200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 14, 1996
(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:
Check the following box if a fee is being paid with the statement. |_|
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
Page 9 of 37 Pages
SCHEDULE 13D
CUSIP No. 253876106 Page 10 of 37 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jenna Partners II, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a)
(b)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURUANT TO
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 %
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Digital Solutions, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
253876106
(CUSIP Number)
Mr. Steven B. Sands
c/o Sands Brothers & Co., Ltd.
101 Park Avenue
New York, New York 10178 (212)697-5200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 14, 1996
(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:
Check the following box if a fee is being paid with the statement. |X|
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
Page 11 of 37 Pages
SCHEDULE 13D
CUSIP No. 253876106 Page 12 of 37 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ponderosa Partners, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a)
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURUANT TO
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 198,231
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
198,231
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
198,231
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.33 %
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
Item 1. Security and Issuer
This statement constitutes Amendment No. 2 to the Schedule 13D of Steven B.
Sands with respect to the shares of common stock, par value $.001 (the "Common
Stock") of Digital Solutions, Inc. (the "Company"), originally filed with the
Securities and Exchange Commission (the "Commission") on November 10, 1993;
Amendment No. 2 to the Schedule 13D of Martin S. Sands with respect to the
Common Stock of the Company, originally filed with the Commission on November
10, 1993; Amendment No. 2 to the Schedule 13D of Sands Brothers & Co., Ltd. with
respect to the Common Stock of the Company, originally filed with the Commission
on November 10, 1993; Amendment No. 2 to the Schedule 13D of Katie and Adam
Bridge Partners, L.P. with respect to the Common Stock of the Company,
originally filed with the Commission on November 10, 1993; Amendment No. 1 to
the Schedule 13D of Jenna Partners II, L.P. with respect to the Common Stock of
the Company; (said filings of Messrs. Steven B. Sands and Martin S. Sands, Sands
Brothers & Co., Ltd., Katie and Adam Bridge Partners, L.P. and Jenna Partners
II, L.P., hereinafter collectively referred to as the "Initial Filing"); and the
initial filing of a Schedule 13D of Ponderosa Partners, L.P. with respect to the
Common Stock of the Company. This statement constitutes the first electronic
amendment to the Initial Filing, and in accordance with Rule 13d-2(c)
promulgated by the Commission, contains certain information previously disclosed
by the Initial Filing. The information set forth in the Initial Filing is
amended and restated as set forth herein.
Item 2. Identity and Background
This statement is filed on behalf of the following persons: (a) Mr. Steven
B. Sands; (b) Mr. Martin S. Sands; (c) Sands Brothers & Co., Ltd. ("Sands
Brothers"); (d) Katie and Adam Bridge Partners, L.P. ("K & A, L.P."); (e) Jenna
Partners II, L.P. ("Jenna II, L.P."); and (f) Ponderosa Partners, L.P.
("Ponderosa, L.P.").
In accordance with the General Instructions for complying with Schedule
13D, the information called for by Items 2 through 6 inclusive is also provided
with respect to (i) K & A Bridge Partners Corp., which is the corporate general
partner of K & A, L.P., (ii) Jenna II Capital Corp., which is the corporate
general partner of Jenna II, L.P. and (iii) Messrs. Steven B. Sands and Martin
S. Sands, who are the general partners of Ponderosa, L.P.
Steven B. Sands
The business address of Mr. Steven B. Sands is c/o Sands Brothers & Co.,
Ltd., 101 Park Avenue, New York, New York 10178. The occupation of Mr. Steven B.
Sands is Chief Executive Officer, Co-Chairman, Secretary, Treasurer and a
director of Sands Brothers.
Page 13 of 37 Pages
Sands Brothers is a corporation organized under the laws of the State of
Delaware. Sands Brothers is a registered broker-dealer. Mr. Steven B. Sands is
one of the two general partners of Ponderosa, L.P. and also an executive
officer, a director and an owner of fifty percent of the capital stock of K & A
Bridge Partners Corp. and Jenna II Capital Corp., which are the corporate
general partners, respectively, of K & A, L.P. and Jenna II, L.P. As of the date
hereof, Mr. Steven B. Sands is a director of Company. Mr. Steven B. Sands has
not been convicted in any criminal proceeding during the past five years.
In May 1991, Mr. Steven B. Sands and Mr. Martin S. Sands consented to an
order of prohibition by the Commissioner of Securities of the State of Wisconsin
whereby (i) Mr. Steven B. Sands was prohibited from transacting business with
any person in the State of Wisconsin until licensed as a securities agent
therein and (ii) Sands Brothers was prohibited from transacting, and Mr. Martin
S. Sands, as a control person of Sands Brothers, was prohibited from causing
Sands Brothers to transact, business with any person in the State of Wisconsin
until licensed as a securities broker-dealer in the State of Wisconsin. Sands
Brothers and Mr. Steven B. Sands have subsequently become licensed as a
broker-dealer and a securities agent, respectively, in the State of Wisconsin.
(The foregoing matter is hereinafter referred to as the "First Wisconsin
Matter.")
Other than with respect to the First Wisconsin Matter, during the past five
years, Mr. Steven B. Sands has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction the result of which
proceeding was 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. Mr. Steven B. Sands is
a citizen of the United States.
Martin S. Sands
The business address of Mr. Martin S. Sands is c/o Sands Brothers & Co.,
Ltd., 101 Park Avenue, New York, New York 10178. The occupation of Mr. Martin S.
Sands is President, Co-Chairman and a director of Sands Brothers. Mr. Martin S.
Sands is one of the two general partners of Ponderosa, L.P. and also an
executive officer, a director and an owner of fifty percent of the capital
stock, of K & A Bridge Partners Corp. and Jenna II Capital Corp. Mr. Martin S.
Sands has not been convicted in any criminal proceeding during the past five
years. Other than with respect to the First Wisconsin Matter, during the past
five years, Mr. Martin S. Sands has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction the result of which
proceeding was 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
Page 14 of 37 Pages
violation with respect to such laws. Mr. Martin S. Sands is a citizen of the
United States.
Sands Brothers & Co., Ltd.
Sands Brothers is a Delaware corporation. The address of the principal
office and of the principal business of Sands Brothers is 101 Park Avenue, New
York, New York 10178. Sands Brothers is a registered broker-dealer. The
principal business of Sands Brothers is acting as a broker-dealer and investment
banker.
Steven B. Sands and Martin S. Sands are the only executive officers,
directors and controlling persons of Sands Brothers.
Sands Brothers has not been convicted in any criminal proceeding during the
past five years. The registration of Sands Brothers in the State of Iowa was
suspended in August 1991 due to Sands Brothers' failure to timely amend its
security bond in favor of the State of Iowa following the change of name of
Sands Brothers in May 1991. Sands Brothers was fined $500 and its registration
in the State of Iowa was reinstated in September 1991, effective as of April 25,
1991 (the "Iowa Matter").
In August 1995, Sands Brothers consented to an Order of Censure and
Assessment and Limitation of Broker-Dealer License by the Commissioner of
Securities of the State of Wisconsin whereby (i) Sands Brothers was censured
for, and prohibited from, employing an agent to represent it in Wisconsin unless
the agent is licensed as a securities agent therein, (ii) Sands Brothers was
ordered to pay $2,500 as an administrative assessment and (iii) the
broker-dealer license of Sands Brothers was limited to the execution of
unsolicited sales of securities for already existing customers for a period of
45 days (the "Second Wisconsin Matter").
Other than with respect to the Iowa Matter, First Wisconsin Matter and
Second Wisconsin Matter, during the past five years, Sands Brothers has not been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction the result of which proceeding was 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.
Katie and Adam Bridge Partners, L.P.
K & A, L.P. is a Delaware limited partnership whose principal offices and
place of business are located at c/o Sands Brothers, 101 Park Avenue, New York,
New York 10178. The principal business of K & A, L.P. is to act as a private
investment limited partnership and to make bridge capital investments in
privately
Page 15 of 37 Pages
held companies seeking to effectuate initial public offerings and publicly
traded companies seeking additional working capital. K & A, L.P. has not been
convicted in any criminal proceeding during the past five years. During the past
five years, K & A, L.P. has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction the result of which proceeding
was 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. K & A Bridge Partners Corp.
(described below) is the sole general partner of K & A, L.P.
K & A Bridge Partners Corp.
K & A Bridge Partners Corp. ("K & A Corp.") is a Delaware corporation whose
principal offices and place of business are located at c/o Sands Brothers, 101
Park Avenue, New York, New York 10178. The principal business of K & A Corp. is
to act as the general partner of K & A, L.P. K & A Corp. has not been convicted
in any criminal proceeding during the past five years. During the past five
years, K & A Corp. has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction the result of which proceeding was
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. Mr. Steven B. Sands is the President
and a director of K & A Corp., and owns fifty percent (50%) of the outstanding
capital stock of K & A Corp. Mr. Martin S. Sands is the Chairman, Vice
President, Secretary, Treasurer and a director of K & A Corp. and owns fifty
percent (50%) of the outstanding capital stock of K & A Corp. In May 1991, Mr.
Steven B. Sands and Mr. Martin S. Sands were subject to the First Wisconsin
Matter.
Jenna Partners II, L.P.
Jenna II, L.P is a Delaware limited partnership whose principal offices and
place of business are located at c/o Sands Brothers, 101 Park Avenue, New York,
New York 10178. The principal business of Jenna II, L.P. is to act as a private
investment limited partnership. Jenna II, L.P. has not been convicted in any
criminal proceeding during the past five years. During the past five years,
Jenna II, L.P. has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction the result of which proceeding was
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. Jenna II Capital Corp. (described
below) is the sole general partner of Jenna II, L.P.
Page 16 of 37 Pages
Jenna II Capital Corp.
Jenna II Capital Corp. ("JCC II") is a Delaware corporation whose principal
offices and place of business are located at c/o Sands Brothers, 101 Park
Avenue, New York, New York 10178. The principal business of JCC II is to act as
the general partner of Jenna II, L.P. JCC II has not been convicted in any
criminal proceeding during the past five years. During the past five years, JCC
II has not been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction the result of which proceeding was 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. Mr. Steven B. Sands is the President and a
director of JCC II, and owns fifty percent of the outstanding capital stock of
JCC II. Mr. Martin S. Sands is the Chairman, Vice President, Secretary and
Treasurer, and a director, of JCC II and owns fifty percent of the outstanding
capital stock of JCC II. In May 1991, Mr. Steven B. Sands and Mr. Martin S.
Sands were subject to the First Wisconsin Matter.
Ponderosa Partners, L.P.
Ponderosa, L.P. is a Delaware limited partnership whose principal offices
and place of business are located at c/o Sands Brothers, 101 Park Avenue, New
York, New York 10178. The principal business of Ponderosa, L.P. is to act as a
private investment limited partnership. Ponderosa, L.P. has not been convicted
in any criminal proceeding during the past five years. During the past five
years, Ponderosa, L.P. has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction the result of which proceeding
was 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. Messrs. Steven B. Sands and
Martin S. Sands are the general partners of Ponderosa, L.P. In May 1991, Mr.
Steven B. Sands and Mr. Martin S. Sands were subject to the First Wisconsin
Matter.
Item 3. Source and Amount of Funds or Other Consideration
In June 1993, the Company issued to K & A, L.P., for a nominal payment of
$10.00, warrants to purchase 100,000 shares of the Company's Common Stock
exercisable for a period of five years which commenced on June 16, 1993, at an
exercise price of $0.75 per share (the "K & A Warrants"). The K & A Warrants
were issued in connection with a $500,000 bridge loan advanced by K & A, L.P. to
the Company (the "Bridge Loan"). The $10.00 paid by K & A, L.P. in consideration
for the K & A Warrants was derived from the working
Page 17 of 37 Pages
capital of K & A, L.P.
As partial consideration for arranging the Bridge Loan, Sands Brothers, for
a nominal payment of $25.00, was issued warrants to purchase 25,000 shares of
the Company's Common Stock, exercisable for a period of five years which
commenced on June 16, 1993, at an exercise price of $0.75 per share (the
"Initial Sands Warrants"). The $25.00 paid by Sands Brothers in consideration
for the Initial Sands Warrants was derived from the working capital of Sands
Brothers.
On August 30, 1993, K & A, L.P. subscribed for 533,333 shares of Common
Stock for an aggregate consideration of $399,999.75 (the "K & A Shares") in
connection with the Company's private placement of up to 2,666,666 shares of
Common Stock at an offering price of $.75 per share (the "1993 Private
Placement"). The source of the funds invested by K & A, L.P. was derived from
working capital.
As partial consideration for acting as placement agent for the 1993 Private
Placement, on August 30, 1993, Sands Brothers received, for a nominal payment of
$26.56, for itself and nominee for certain of its employees, warrants to
purchase 266,565 shares of the Company's Common Stock, exercisable for a period
of five years which commenced on August 30, 1993, at an exercise price of $0.75
per share (the "Placement Agent Warrants"). The $26.65 paid by Sands Brothers in
consideration for the Placement Agent Warrants was derived from the working
capital of Sands Brothers. On November 7, 1994, Sands Brothers divided a portion
of the Placement Agent Warrants in favor of certain of its employees, the result
of which Sand Brothers retained Placement Agent Warrants to purchase 106,565
shares of the Company's Common Stock, exercisable for a period of five years
which commenced on August 30, 1993, at an exercise price of $0.75 per share.
Sands Brothers disclaims beneficial ownership of the balance of the 160,000
Placement Agent Warrants not held by Sands Brothers.
On September 1, 1993, as partial consideration for acting as placement
agent for the sale of 666,666 shares of Common Stock to certain non-residents of
the United States (the "Reg S Offering") in connection with an offering pursuant
to Regulations S promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), Sands Brothers received, for a nominal payment of $6.67,
warrants to purchase 66,666 shares of the Company's Common Stock, exercisable
for a period of five years which commenced on September 1, 1993, at an exercise
price of $0.75 per share (the "Reg S Warrants"). The $6.67 paid by Sands
Brothers in consideration for the Placement Agent Warrants on the Closing Date
was derived from the working capital of Sands Brothers.
In January 1994, Jenna II, L.P. acquired on the open market (i) 15,000
shares of Common Stock for the purchase price of $1.94 per share, (ii) 26,500
shares of Common Stock for the purchase
Page 18 of 37 Pages
price of $2.25 per share, (iii) 17,500 shares of Common Stock for the purchase
price of $2.63 per share and (iv) 8,000 shares of Common Stock for the purchase
price of $2.56 per share. The consideration for these shares was derived from
the working capital of Jenna II, L.P.
On April 25, 1994, pursuant to the Company's Non-Executive Director Stock
Option Plan, Steven B. Sands, in his capacity as a member of the Board of
Directors of the Company, was granted 20,000 stock options. The term of each
option commenced on the date of the grant, and as provided in the Plan, expires
five years from the date of grant. The exercise price for options granted under
the Plan is 100% of the fair market value of the Common Stock on the date of
grant.
In October 1994, K & A, L.P. sold on the open market (i) 10,000 shares of
Common Stock for the sale price of $2.74 per share, (ii) 5,000 shares of Common
Stock for the sale price of $2.73 per share, (iii) 10,000 shares of Common Stock
for the sale price of $2.75 per share and (iv) 10,000 shares of Common Stock for
the sale price of $2.75 per share.
In December 1994, Jenna II, L.P. sold on the open market (i) 12,000 shares
of Common Stock for the sale price of $2.69 per share, (ii) 9,600 shares of
Common Stock for the sale price of $2.69 per share and (iii) 5,000 shares of
Common Stock for the sale price of $2.56 per share.
On January 5, 1995, K & A, L.P. subscribed for (i) a $1,000,000 principal
amount 12% contingent convertible subordinated promissory note (the "K & A
Note") and (ii) 100,000 common stock purchase warrants (the "K & A 1995
Warrants"), at an initial exercise price of $2.59 per share, for an aggregate
purchase price of $1,000,000 in connection with the Company's private placement
(the "Subsequent Private Placement"), of which Sands Brothers acted as a
selected dealer. The source of the funds invested by K & A, L.P. was derived
from working capital.
In January 1995, K & A, L.P. sold on the open market (i) 40,000 shares of
Common Stock for the sale price of $2.85 per share, and (ii) 5,000 shares of
Common Stock for the sale price of $2.94 per share.
In February 1995, K & A, L.P. sold on the open market (i) 4,500 shares of
Common Stock for the sale price of $2.88 per share, (ii) 1,500 shares of Common
Stock for the sale price of $2.88 per share, (iii) 7,000 shares of Common Stock
for the sale price of $2.88 per share, (iv) 3,000 shares of Common Stock for the
sale price of $2.88 per share, and (v) 3,000 shares of Common Stock for the sale
price of $2.88 per share.
In March 1995, Jenna II, L.P. sold on the open market (i)
Page 19 of 37 Pages
10,400 shares of Common Stock for the sale price of $2.36 per share, (ii) 5,000
shares of Common Stock for the sale price of $2.36 per share, (iii) 3,000 shares
of Common Stock for the sale price of $2.44 per share and (iv) 2,000 shares of
Common Stock for the sale price of $2.437 per share. In May 1995, Jenna II, L.P.
sold on the open market 10,000 shares of Common Stock for the sale price of
$2.00 per share. In October 1995, Jenna II, L.P. sold on the open market 10,000
shares of Common Stock for the sale price of $1.94 per share. As of the date
hereof, Jenna II, L.P. no longer has any beneficial ownership of shares of
Common Stock of the Company.
On September 1, 1995, pursuant to the Company's Non-Executive Director
Stock Option Plan, Steven B. Sands, in his capacity as a member of the Board of
Directors of the Company, was granted 5,000 stock options. The term of each
option commenced on the date of the grant, and as provided in the Plan, expires
five years from the date of grant. The exercise price for options granted under
the Plan is 100% of the fair market value of the Common Stock on the date of
grant.
On March 13, 1996, the K & A Note was tendered to the Company in
consideration for payment of $1,098,111.11, representing payment of $1,000,000
in principal, $51,000.00 in interest from December 30, 1994 through November 28,
1995 and $47,111.11 in interest from November 29, 1995 to March 13, 1996. In
addition, the K & A 1995 Warrants were amended to reduce the exercise price from
$2.59 to $1.90 per share.
The following sales were effected by K & A, L.P. within the last 60 days:
- --------------------------------------------------------------------------------
Transaction Amount Price Per Where and How
Date Share Effected
- --------------------------------------------------------------------------------
3/13/96 14,000 $3.69 Open Market
- --------------------------------------------------------------------------------
3/13/96 36,000 $3.81 Open Market
- --------------------------------------------------------------------------------
3/13/96 1,000 $3.72 Open Market
- --------------------------------------------------------------------------------
3/14/96 3,500 $4.13 Open Market
- --------------------------------------------------------------------------------
3/14/96 10,000 $4.13 Open Market
- --------------------------------------------------------------------------------
3/14/96 9,000 $4.09 Open Market
- --------------------------------------------------------------------------------
3/14/96 15,000 $4.13 Open Market
- --------------------------------------------------------------------------------
3/14/96 46,000 $4.06 Open Market
- --------------------------------------------------------------------------------
3/14/96 15,000 $4.06 Open Market
Page 20 of 37 Pages
- --------------------------------------------------------------------------------
3/14/96 20,000 $4.06 Open Market
- --------------------------------------------------------------------------------
3/14/96 36,500 $4.09 Open Market
- --------------------------------------------------------------------------------
3/14/96 10,000 $4.22 Open Market
- --------------------------------------------------------------------------------
3/14/96 10,000 $4.22 Open Market
- --------------------------------------------------------------------------------
3/15/96 5,000 $5.00 Open Market
- --------------------------------------------------------------------------------
3/15/96 3,000 $5.00 Open Market
- --------------------------------------------------------------------------------
3/15/96 2,000 $5.00 Open Market
- --------------------------------------------------------------------------------
3/15/96 2,000 $5.00 Open Market
- --------------------------------------------------------------------------------
3/15/96 2,000 $5.31 Open Market
- --------------------------------------------------------------------------------
3/15/96 10,000 $5.00 Open Market
- --------------------------------------------------------------------------------
3/15/96 10,000 $4.94 Open Market
- --------------------------------------------------------------------------------
3/15/96 5,000 $4.88 Open Market
- --------------------------------------------------------------------------------
3/15/96 10,000 $4.88 Open Market
- --------------------------------------------------------------------------------
On March 15, 1996, Sands Brothers contributed (i) its remaining 106,565
Placement Agent Warrants, (ii) 25,000 Initial Sands Warrants and (iii) 66,666
Reg S Warrants to Ponderosa, L.P. as a capital contribution to Ponderosa, L.P.
(such warrants, hereinafter collectively referred to the "Ponderosa Warrants").
As a result of such contributions to Ponderosa, L.P., Sands Brothers no longer
has any beneficial ownership of shares of Common Stock of the Company.
Item 4. Purpose of Transaction
The acquisition of the K & A Warrants, the acquisition of the K & A Shares
and the acquisition of the K & A 1995 Warrants were made for investment
purposes. K & A disposed of a portion of the K & A Shares in order to recognize
the capital appreciation of its investment, and, subject to market conditions,
may in the future make additional dispositions. K & A may also acquire
additional shares of Common Stock. K & A, L.P. was not formed for the express
purpose of purchasing warrants and/or shares of Common Stock. The private
placement of the K & A Shares was consummated pursuant to Section 4(2) of the
Securities Act and Regulation D promulgated thereunder. The issuance of the K &
A Warrants was consummated pursuant to Section 4(2) of the Securities Act. The
private placement of the K & A 1995 Warrants was consummated pursuant to Section
4(2) of the Securities Act and Regulation D promulgated
Page 21 of 37 Pages
thereunder.
Sands Brothers (i) arranged the Bridge Loan and received the Initial Sands
Warrants; (ii) acted as private placement agent for the Private Placement and
received the Placement Agent Warrants; (iii) arranged the Reg S Offering and
received the Reg S Warrants and (iv) acted as a selected dealer for the
Subsequent Private Placement. Sands Brothers divided a portion of the Placement
Agent Warrants in favor of certain of its employees, the result of which Sands
Brothers retained Placement Agent Warrants to purchase 106,565 shares of the
Company's Common Stock. Such remaining Placement Agent Warrants, along with the
Initial Sands Warrants and the Reg S Warrants, were subsequently contributed to
Ponderosa, L.P.
Each of the undersigned believes that the consummation by Sands Brothers of
the 1993 Private Placement was conditioned upon an agreement between Sands
Brothers and the Company which provided Sands Brothers the right to designate a
nominee for election, at its option, either as a member of or a non-voting
advisor to the Board of Directors of the Company, with the Company agreeing to
use its best efforts to cause such nominee to be elected and continued in office
as a director of the Company or as such advisor until the expiration of five
years from the closing date of the 1993 Private Placement (subsequently
shortened to three years, as described below). On April 25, 1994, Mr. Steven B.
Sands was elected a Director of the Company. Upon joining the Board, Mr. Steven
B. Sands was granted an option to purchase 20,000 shares of Common Stock and on
September 1, 1995, was granted an option to purchase 5,000 shares.
In connection with the 1993 Private Placement, the Company agreed to use
its best efforts to cause a registration statement under the Act covering the
shares of Common Stock sold in the 1993 Private Placement (including the K & A
Shares, and the shares of Common Stock underlying the K & A Warrants, the
Initial Sands Warrants, the Placement Agent Warrants and the Reg S Warrants) to
be filed with the Commission within 60 days following the final closing of the
Private Placement and to cause such registration statement to become effective
within 120 days after the final closing of the 1993 Private Placement (the
"Demand Registration Rights"). The reporting persons have been advised by the
Company that the Demand Registration Statement was declared effective by the
Commission on December 27, 1993. As a result, K & A, L.P., and, to its belief,
Ponderosa, may dispose of any or all of their respective K & A Shares, the
shares of Common Stock underlying the K & A Warrants and the shares underlying
the Ponderosa Warrants at any time, in either open market or private
transactions, so long as the Demand Registration Statement remains effective
with the Commission. In addition, each of the reporting persons may, from time
to time, make additional purchases of shares of Common Stock.
Page 22 of 37 Pages
In connection with the acquisition of the 1995 K & A Warrants, the Company
afforded K & A, L.P. certain "piggyback" registration rights under the Act with
respect to the shares of Common Stock underlying the 1995 K & A Warrants (the
"Underlying K & A Shares"). In the March 13, 1996 agreement among the Company, K
& A, L.P. and Sands Brothers (as described below), the Company agreed to include
the Underlying K & A Shares as part of a registration statement that the Company
is required to file with the Commission with respect to other securities
privately placed by the Company.
The acquisition of Common Stock by Jenna II, L.P. were made for investment
purposes. Jenna II, L.P. disposed of its shares of Common Stock to recognize the
capital appreciation of its investment. Jenna II, L.P. was not formed for the
express purpose of purchasing Common Stock. Jenna II, L.P. may, from time to
time, make additional purchases of shares of Common Stock in either open market
or private transactions.
Except as set forth above, the reporting persons have no plans or proposals
which relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
According to the Company's Quarterly Report on Form 10-Q for the period
ended December 31, 1995, the Company has 14,731,790 shares of Common Stock
outstanding as of February 2, 1996. Giving effect to the transactions discussed
in Item 3 above (which includes transactions effected by the reporting persons
within the last 60 days):
(a) Mr. Steven B. Sands is the beneficial owner of 582,564 shares of Common
Stock, or 3.84% of the Company's Common Stock outstanding, calculated in
accordance with Regulation 13d-3(d)(1). Such ownership is indirect.
Of such 582,564 shares of Common Stock, (i) 359,333 shares are beneficially
owned by K & A, L.P. (159,333 shares of Common Stock of which are owned directly
by K & A, L.P. and an aggregate 200,000 shares of Common Stock of which are
issuable to K & A, L.P. upon exercise of the K & A Warrants and the K & A 1995
Warrants; and (ii) an aggregate of 198,231 shares beneficially owned by
Ponderosa, L.P., issuable to Ponderosa, L.P. upon exercise of the Ponderosa
Warrants. As an executive officer, director and 50% shareholder of the corporate
general partner of K & A, L.P., Mr. Steven B. Sands has shared power to vote or
direct the vote of, and shared power to dispose of, such Common Stock. Such
voting and dispositive power is shared with Mr. Martin S. Sands. As one of two
general partners of Ponderosa, L.P., Mr. Steven B. Sands has shared power to
vote or direct the vote of, and shared power to
Page 23 of 37 Pages
dispose of, such Common Stock. Such voting and dispositive power is shared with
Mr. Martin S. Sands, the other general partner. Mr. Steven B. Sands is the
brother of Mr. Martin S. Sands. Mr. Steven B. Sands acknowledges his
relationship with K & A, L.P., K & A Corp., Ponderosa, L.P. and Mr. Martin S.
Sands, but does not affirm that any of the foregoing persons constitute a group
for reporting purposes under Section 13(d) of the Securities Exchange Act of
1934, as amended.
In addition, the beneficial ownership of 582,564 shares of Common Stock by
Mr. Steven B. Sands includes an aggregate of 25,000 shares of Common Stock which
Mr. Steven B. Sands may acquire by exercising the director options granted to
him by the Company pursuant to the Plan. Such ownership is direct.
(b) Mr. Martin S. Sands is the beneficial owner of 557,564 shares of Common
Stock, or 3.69% of the Company's Common Stock outstanding, calculated in
accordance with Regulation 13d-3(d)(1). Such ownership is indirect.
Of such 557,564 shares of Common Stock, (i) 359,333 shares are beneficially
owned by K & A, L.P. (159,333 shares of Common Stock of which are owned directly
by K & A, L.P. and 200,000 shares of Common Stock of which are issuable to K &
A, L.P. upon exercise of the K & A Warrants and the K & A 1995 Warrants; and
(ii) 198,231 shares beneficially owned by Ponderosa, L.P., issuable to
Ponderosa, L.P. upon exercise of the Ponderosa Warrants. As an executive
officer, director and 50% shareholder of the corporate general partner of K & A,
L.P., Mr. Martin S. Sands has shared power to vote or direct the vote of, and
shared power to dispose of, such Common Stock. Such voting and dispositive power
is shared with Mr. Steven B. Sands. As one of two general partners of Ponderosa,
L.P., Mr. Martin S. Sands has shared power to vote or direct the vote of, and
shared power to dispose of, such Common Stock. Such voting and dispositive power
is shared with Mr. Steven B. Sands, the other general partner. Mr. Martin S.
Sands is the brother of Mr. Steven B. Sands. Mr. Martin S. Sands acknowledges
his relationship with K & A, L.P., K & A Corp., Ponderosa Partners, L.P. and Mr.
Steven B. Sands but does not affirm that any of the foregoing persons constitute
a group for reporting purposes under Section 13(d) of the Securities Exchange
Act of 1934, as amended.
(c) K & A, L.P. is the beneficial owner of 359,333 shares of Common Stock,
or 2.41% of the Company's Common Stock outstanding, calculated in accordance
with Regulation 13d-3(d)(1). Such ownership is direct.
Of such 359,333 shares of Common Stock, 159,333 shares are owned directly
by K & A, L.P. and 200,000 shares are issuable to K & A, L.P. upon exercise of
the K & A Warrants and the K & A 1995 Warrants. K & A Corp. is the general
partner of K & A, L.P., and, on behalf and in the name of K & A, L.P., has sole
power to vote or
Page 24 of 37 Pages
direct the vote of, and sole power to dispose or direct the disposition of, such
Common Stock. K & A, L.P. expressly disclaims beneficial ownership of any shares
of Common Stock held or owned by Mr. Steven B. Sands, Mr. Martin S. Sands or
Ponderosa, L.P.
(d) K & A Corp. is the beneficial owner of 359,333 shares of Common Stock,
or 2.41% of the Company's Common Stock outstanding. Such ownership is indirect;
such shares are held directly by K & A, L.P. K & A Corp., as the general partner
of K & A, L.P., has sole power to vote or direct the vote of, and sole power to
dispose or direct the disposition of, such Common Stock. Mr. Steven B. Sands is
the President, a director and a 50% shareholder of K & A Corp. Mr. Martin S.
Sands is the Chairman, Vice President, Secretary, Treasurer, and a director and
a 50% shareholder of K & A Corp. K & A Corp. expressly disclaims beneficial
ownership of any shares of Common Stock held or owned by Mr. Steven B. Sands,
Mr. Martin S. Sands or Ponderosa, L.P.
(e) Ponderosa, L.P. is the beneficial owner of 198,231 shares of Common
Stock, or 1.33% of the Company's Common Stock outstanding, calculated in
accordance with Regulation 13d-3(d)(1). Such ownership relates to the shares of
Common Stock issuable to Ponderosa upon exercise of the Ponderosa Warrants. Such
ownership is direct. Messrs. Steven B. Sands and Martin S. Sands are the general
partners of Ponderosa, L.P. Ponderosa, L.P. expressly disclaims beneficial
ownership of any shares of Common Stock held or owned by Mr. Steven B. Sands,
Mr. Martin S. Sands, K & A, L.P. or K & A Corp.
Item 6. Contracts, Arrangements, Understandings, or Relationships
with Respect to Securities of the Issuer
Sands Brothers (i) arranged the Bridge Loan and received the Initial Sands
Warrants; (ii) acted as private placement agent for the 1993 Private Placement
and received the Placement Agent Warrants; (iii) arranged the Reg S Offering and
received the Reg S Warrants; and (iv) acted as a selected dealer for the
Subsequent Private Placement.
In connection with the 1993 Private Placement, the Company granted the
registration rights described above, which registration rights were effectuated
by the Demand Registration Statement.
On November 11, 1994, Sands Brothers and the Company agreed to terminate
certain provisions concerning Sands Brothers' investment banking relationship
with the Company. In consideration of the foregoing, the Company paid Sands
Brothers an aggregate amount of $114,000. In addition, the time period in which
Sands Brothers could designate a board member of the Company was reduced from
five years to three years.
Page 25 of 37 Pages
Pursuant to a letter agreement dated March 13, 1996 (the "March 13, 1996
Agreement"), the K & A 1995 Warrants were amended to reduce the exercise price
from $2.59 to $1.90 per share. The Company also agreed to include the Underlying
K & A Shares as part of a registration statement that the Company is required to
file with the Commission for other securities privately placed by the Company.
Item 7. Material to Be Filed as Exhibits
The following exhibits are annexed hereto:
(1) Joint Filing Agreement.
(2) March 13, 1996 Agreement.
(3) Securities Purchase Agreement between the Company and K
& A, L.P. dated June 16, 1993. [Previously Filed]
(4) Warrant Agreement between the Company and Sands Brothers
dated June 16, 1993. [Previously Filed]
(5) Warrant Agreement between the Company and Sands Brothers
dated August 30, 1993. [Previously Filed]
(6) Form of Registration Rights Agreement between the Company and each
of the purchasers in the 1993 Private Placement.
[Previously Filed]
(7) Reg S Selling Agreement between the Company and Sands
Brothers [Previously Filed]
Page 26 of 37 Pages
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.
March 19, 1996 /s/ Steven B. Sands
- -------------- --------------------
Date Signature
Steven B. Sands
Name
Page 27 of 37 Pages
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.
March 19, 1996 /s/ Martin S. Sands
- -------------- -------------------------------
Date Signature
Martin S. Sands
Name
Page 28 of 37 Pages
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.
KATIE AND ADAM BRIDGE
PARTNERS, L.P.
By: K & A BRIDGE PARTNERS CORP.
General Partner
March 19, 1996 By: /s/ Steven B. Sands
- -------------- -----------------------------
Date Signature
Steven B. Sands
President
Page 29 of 37 Pages
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.
SANDS BROTHERS & CO., LTD.
March 19, 1996 By: /s/ Martin S. Sands
- -------------- -----------------------------
Date Signature
Martin S. Sands
President
Page 30 of 37 Pages
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.
JENNA PARTNERS II, L.P.
By: JENNA II CAPITAL CORP.
General Partner
March 19, 1996 By: /s/ Steven B. Sands
- -------------- ---------------------------
Date Signature
Steven B. Sands
President
Page 31 of 37 Pages
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.
March 19, 1996
PONDEROSA PARTNERS, L.P.
By: /s/ Steven B. Sands
--------------------------------
Steven B. Sands, General Partner
By: /s/ Martin S. Sands
--------------------------------
Martin S. Sands, General Partner
Page 32 of 37 Pages
EXHIBIT 1 - JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
the persons named below agree to the joint filing on behalf of each of them of a
Statement on Schedule 13D (including amendments thereto) with respect to the
common stock of Digital Solutions, Inc., and further agree that this Joint
Filing Agreement be included as an Exhibit to such joint filings. In evidence
thereof the undersigned, being duly authorized, hereby execute this Agreement
this 19th day of March, 1996.
/s/ Steven B. Sands
-------------------------
Steven B. Sands
/s/ Martin S. Sands
-------------------------
Martin S. Sands
SANDS BROTHERS & CO., LTD.
By: /s/ Martin S. Sands
------------------------------
Martin S. Sands, President
/s/ Steven B. Sands
------------------------------
Steven B. Sands, CEO
KATIE AND ADAM BRIDGE PARTNERS, L.P.
BY: K & A BRIDGE PARTNERS CORP.,
General Partner
By: /s/ Steven B. Sands
-------------------------------
Steven B. Sands, President
Page 33 of 37 Pages
PONDEROSA PARTNERS, L.P.
BY: /s/ Steven B. Sands
--------------------------------
Steven B. Sands, General Partner
BY: /s/ Martin S. Sands
--------------------------------
Martin S. Sands, General Partner
JENNA PARTNERS II, L.P.
BY: JENNA II CAPITAL CORP.,
General Partner
By: Steven B. Sands
--------------------------------
Steven B. Sands, President
Page 34 of 37 Pages
EXHIBIT 2 - MARCH 13, 1996 AGREEMENT
Page 35 of 37 Pages
101 PARK AVENUE
SIXTH FLOOR
NEW YORK, NEW YORK 10178
(212) 697-5200; FAX (212) 697-9035
March 13, 1996
Mr. Raymond J. Skiptunis,
Chief Executive Officer
Digital Solutions, Inc.
4041-F Hadley Road
South Plainfield, NJ 07080
Dear Mr. Skiptunis:
This letter shall confirm the various understandings of the undersigned as
follows:
1. Katie and Adam Bridge Partners, L.P. (the "Partnership") hereby tenders
to Digital Solutions, Inc. (the "Company") and the Company hereby accepts from
the Partnership for cancellation, the Partnership's 12% Contingent Convertible
Subordinated Note (the "Note") in consideration for $1,098,111.11 in immediately
available funds, representing payment of $1,000,000 in principal, $51,000.00 in
interest from December 30, 1994 through November 28, 1995 (12% per annum) and
$47,111.11 in interest from November 29, 1995 to March 13, 1996 (16% per annum).
The parties acknowledge that the Partnership has heretofore tendered to the
Company a lost note affidavit with respect to the Note, and that such affidavit
serves as delivery of the Note for payment.
2. The Common Stock Purchase Warrant, which was issued by the Company to
the Partnership simultaneous with the execution and delivery of the Note, is
hereby deemed amended to reduce the exercise price contained therein from $2.59
to $1.90 per share (the "Partnership Warrant"). In furtherance thereof,
immediately following the execution and delivery of this letter agreement, the
Company will issue a replacement Partnership Warrant reflecting such amended
exercise price.
3. The Company hereby covenants and agrees that it shall include the shares
of Common Stock underlying the Partnership Warrant and the similar warrants
issued to each of the investors of the Company's December 1994 private placement
which was placed by Sands Brothers (collectively, the "Warrantholders") in the
registration statement which is required to be filed by the Company in
connection with its current private placement of securities, a portion of which
private placement has already been consummated, and in which private placement
such registration is required.
Page 36 of 37 Pages
4. Sands Brothers hereby assigns its (i) 25,000 warrants issued in
connection with the 1993 Partnership loan to the Company; (ii) its 66,666
warrants issued in connection with the 1993 Reg. S offering of the Company; and
(iii) its remaining 106,565 warrants issued in connection with the 1993 Reg. D
offering of the Company, each exercisable at $0.75 per share, to Ponderosa
Partners, L.P. ("Ponderosa"). Upon execution and delivery of this letter
agreement, and delivery of the foregoing warrants for cancellation, the Company
shall issue new warrants in favor of Ponderosa evidencing the right to acquire
such 25,000, 66,666 and 106,565 shares of the Company's Common Stock, in the
form attached hereto, and the Sands Brothers warrants will be deemed cancelled.
5. The Company shall pay Littman Krooks & Roth, P.C. the sum of Seven
Thousand Five Hundred ($7,500) Dollars.
6. This letter is in full and complete satisfaction with all matters
relating to the Note and the Partnership Warrant accruing prior to the date
hereof.
Please indicate your acceptance to the foregoing by signing in the space
provided below and returning a fully executed copy of this letter to the
undersigned.
Very truly yours,
Katie and Adam Bridge Partners, L.P.
By: K&A Bridge Partners Corp.,
General Partner
By: \s\ Charles L. Robinson
--------------------------------
Charles L. Robinson
Administrator
Sands Brothers & Co., Ltd.
By: \s\ Gary Franklin
--------------------------------
Authorized Officer
Accepted and Agreed
Digital Solutions, Inc.
By: \s\ George Eklund
-------------------------
Authorized Officer
Page 37 of 37 Pages