-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nwi30vjxrJNkc0b8YJ9GnZywY5X/Biy2DVf9neSMr5kp5UcsLrlhElm9/LuR3CY3 oL+3NVHZNHApodLNXxc/Ow== 0000908737-98-000789.txt : 19981019 0000908737-98-000789.hdr.sgml : 19981019 ACCESSION NUMBER: 0000908737-98-000789 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981016 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SECURITY FIRST TECHNOLOGIES CORP CENTRAL INDEX KEY: 0001063254 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 582395199 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54731 FILM NUMBER: 98727114 BUSINESS ADDRESS: STREET 1: 3390 PEACHTREE ROAD NE STREET 2: SUITE 1700 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4048126300 MAIL ADDRESS: STREET 1: 3390 PEACHTREE ROAD NE STREET 2: SUITE 1700 CITY: ATLANTA STATE: GA ZIP: 30326 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOLLYBANK INVESTMENTS LP CENTRAL INDEX KEY: 0000934299 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE FINANCIAL CENTER SUITE 1600 CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 6175268963 MAIL ADDRESS: STREET 1: ONE FINANCIAL CENTER SUITE 1600 CITY: BOSTON STATE: MA ZIP: 02111 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SECURITY FIRST TECHNOLOGIES CORPORATION (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 814279 10 5 (CUSIP Number) Hollybank Investments, LP One International Place, Suite 2401 Boston, Massachusetts 02110 (617) 310-5110 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 30, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule13G to report the acquisition which 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 o. 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). SCHEDULE 13D CUSIP No. 814279 10 5 Page 2 of 11 Pages - --------------------- ------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hollybank Investments, LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES 551,000 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH None REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 551,000 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 551,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% 14 TYPE OF REPORTING PERSON* PN - ---------- --------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 814279 10 5 Page 3 of 11 Pages - --------------------- ------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dorsey R. Gardner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 7 SOLE VOTING POWER NUMBER OF SHARES 50,000** **Please refer to Item 5, page BENEFICIALLY 6 for disclaimer of beneficial ownership. OWNED BY 8 SHARED VOTING POWER EACH REPORTING None PERSON 9 SOLE DISPOSITIVE POWER WITH 80,000** **Please refer to Item 5, page 6 for disclaimer of beneficial ownership. 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,000** **Please refer to Item 5, page 6 for disclaimer of beneficial ownership. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%** **Please refer to Item 5, page 6 for disclaimer of beneficial ownership. 14 TYPE OF REPORTING PERSON* IN - ---------- --------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 814279 10 5 Page 4 of 11 Pages - --------------------- ------------------ Item 1. Security and Issuer The title of the class of equity securities to which this statement relates is the Common Stock, par value $0.01 per share (the "Shares"), of Security First Technologies Corporation, a Delaware corporation (the "Company"). The address of the Company's principal executive office is 3390 Peachtree Road, Suite 1700, Atlanta GA 30326 Item 2. Identity and Background The persons filing this Statement are Hollybank Investments, LP, a Delaware limited Partnership ("LP") and Dorsey R. Gardner, the general partner of LP ("Gardner"). The business address of both Gardner and LP is One International Place, Suite 2401, Boston, Massachusetts, 02110. LP was formed on January 14, 1994, and is authorized to conduct any business which may be legally conducted by a limited partnership under the laws of Delaware. As of the date hereof, LP's sole business is securities investment. During the last five years, neither Gardner nor LP has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), nor has either Gardner or LP been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Gardner or LP 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. Item 3. Source and Amount of Funds or Other Consideration This statement relates specifically to the following transactions in the Shares: LP's September 30, 1998 acquisition of 551,000 Shares as a result of the reorganization of Security First Network Bank into the Company (the "Reorganization"); Gardner's September 30, 1998 acquisition of 50,000 Shares as a result of the Reorganization; and Gardner's September 30, 1998 acquisition of options (the "Options") to purchase 30,000 Shares granted by the Company to Gardner as a Director. These acquisitions, give Gardner deemed beneficial ownership of 631,000 Shares of the 11,443,796 outstanding. Neither LP or Gardner expended any funds in the acquisition of the Shares or Options described in this Item 3 SCHEDULE 13D CUSIP No. 814279 10 5 Page 5 of 11 Pages - --------------------- ------------------ Item 4. Purpose of Transaction LP and Gardner have acquired their respective shares strictly for the purpose of equity security investment. Neither Gardner nor LP has any present plans or proposals which would relate to or result in: (a) The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) Any change in the present board of directors or management of the Company, 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 the Company; (f) Any other material change in the Company's business or corporate structure; (g) Changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) Causing a class of securities of the Company 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 the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. LP and Gardner have previously filed a timely Schedule 13G with the Office of Thrift Supervision reporting equity ownership interests in Security First Network Bank. A Schedule 13D is now being filed with the SEC as a result of the Reorganization. A Schedule 13D, as opposed to a Schedule 13G, is being filed solely because of Gardner's recent invitation to join SCHEDULE 13D CUSIP No. 814279 10 5 Page 6 of 11 Pages - --------------------- ------------------ the Board of Directors of the Company and the filing of this Schedule 13D shall not be construed as an indication or admission that the investment purposes of LP or Gardner has changed since the filing of the 13G with the OTS with respect to any Shares currently owned by either LP or Gardner. Item 5. Interest in Securities of the Issuer (a)(i) As of the date of this Statement, LP is the beneficial owner of 551,000 Shares (approximately 4.8% of the outstanding Shares as of close of business on October 15, 1998, based on information provided by the Company's transfer agent on October 16, 1998). Gardner, as general partner of LP, may be deemed to beneficially own Shares beneficially owned by LP. Except to the extent of his interest as a limited partner in LP, Gardner expressly disclaims such beneficial ownership and the filing of this statement shall not be construed as an admission that Gardner is the beneficial owner of the Shares owned by LP and covered by this Statement. (ii) As of the date of this Statement, Gardner beneficially owns 80,000 Shares, including the Options (approximately 0.7% of the outstanding Shares as of close of business on October 15, 1998, based on information provided by the Company's transfer agent on October 16, 1998). Except to the extent of his interest as a limited partner in LP, Gardner expressly disclaims beneficial ownership of any Shares which may be beneficially owned by LP, and the filing of this statement shall not be construed as an admission that Gardner is the beneficial owner of such Shares. (b) LP has sole voting power and sole investment power with respect to the Shares reported in (a)(i) above. Gardner has sole voting power with respect to 50,000 of the Shares listed in (a)(ii) above and sole investment power with respect 30,000 Shares, represented by the Options, reported in (a)(ii) above. (c)(i) Other than the acquisitions described in Item 3 above, LP has, during the past 60 days, not effected any Share transactions. (ii) Other than the acquisitions described in Item 3 above, Gardner has, during the past 60 days, not effected any Share transactions: (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, Shares reported on this Statement. SCHEDULE 13D CUSIP No. 814279 10 5 Page 7 of 11 Pages - --------------------- ------------------ Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer There are no contracts, arrangements, understandings or relationships (legal or otherwise) between LP or Gardner and any other person with respect to any securities of the Company, 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. Item 7. Material to Be Filed as Exhibits The following document is filed herewith as an exhibit to this statement: (a) Joint Filing Agreement SCHEDULE 13D CUSIP No. 814279 10 5 Page 8 of 11 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. HOLLYBANK INVESTMENTS, LP By: /s/ Dorsey R. Gardner Dorsey R. Gardner General Partner /s/ Dorsey R. Gardner Dorsey R. Gardner Date: October 16, 1998 SCHEDULE 13D CUSIP No. 814279 10 5 Page 9 of 11 Pages - --------------------- ------------------ EXHIBIT INDEX Exhibit Page 99.1 Joint Filing Agreement 11 EX-99.1 2 EXHIBIT 99.1 AGREEMENT Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D (or any amendment thereof) need be filed on their behalf with respect to the beneficial ownership of any equity securities of Security First Technologies Corporation. or any subsequent acquisitions or dispositions of equity securities of Security First Technologies Corporation. by any of the undersigned. Date: October 16, 1998 HOLLYBANK INVESTMENTS, LP By: /s/ Dorsey R. Gardner Dorsey R. Gardner General Partner /s/ Dorsey R. Gardner Dorsey R. Gardner -----END PRIVACY-ENHANCED MESSAGE-----