-----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, LsifL6PqXTIk29h3O6aQ4LaB0xKSuluXxQ7bQlaGYAEbfXe/EdagyFFxc64z6O8T s925WRmqIUsdtSQVb9vXsA== 0000906344-00-000041.txt : 20000405 0000906344-00-000041.hdr.sgml : 20000405 ACCESSION NUMBER: 0000906344-00-000041 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000404 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIXEL CORP CENTRAL INDEX KEY: 0001087955 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 841176506 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-57639 FILM NUMBER: 592927 BUSINESS ADDRESS: STREET 1: 11911 NORTHCROCK PARKWAY SOUTH CITY: BOTHELL STATE: WA ZIP: 98011 BUSINESS PHONE: 4248065509 MAIL ADDRESS: STREET 1: 11911 NORTHCROCK PARKWAY SOUTH CITY: BOTHELL STATE: WA ZIP: 98011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAN FRANCISCO SENTRY INVESTMENT CO LLC CENTRAL INDEX KEY: 0001108029 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943235398 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 PINE STREET STREET 2: SUITE 2700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4152299000 MAIL ADDRESS: STREET 1: 100 PINE STREET STREET 2: SUITE 2700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) VIXEL CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 928552108 (CUSIP Number) December 31, 1999 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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). CUSIP 928552108 SCHEDULE 13G Page 2 of 10 1 Name of Reporting Person San Francisco Sentry Investment Company, LLC IRS Identification No. of Above Person 94-3235398 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization California NUMBER OF 5 Sole Voting Power 0 SHARES BENEFICIALLY 6 Shared Voting Power 1,162,674 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 1,162,674 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,162,674 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 5.0% 12 Type of Reporting Person IA CUSIP 928552108 SCHEDULE 13G Page 3 of 10 1 Name of Reporting Person Richard E. Dirickson IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization USA NUMBER OF 5 Sole Voting Power 0 SHARES BENEFICIALLY 6 Shared Voting Power 1,162,674 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 1,162,674 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,162,674 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 5.0% 12 Type of Reporting Person IN CUSIP 928552108 SCHEDULE 13G Page 4 of 10 1 Name of Reporting Person Steven A. Ledger IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization USA NUMBER OF 5 Sole Voting Power 0 SHARES BENEFICIALLY 6 Shared Voting Power 1,162,674 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 1,162,674 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,162,674 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 5.0% 12 Type of Reporting Person IN CUSIP 928552108 SCHEDULE 13G Page 5 of 10 1 Name of Reporting Person Timothy M. Spicer IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization USA NUMBER OF 5 Sole Voting Power 0 SHARES BENEFICIALLY 6 Shared Voting Power 1,162,674 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 1,162,674 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,162,674 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 5.0% 12 Type of Reporting Person IN CUSIP 928552108 SCHEDULE 13G Page 6 of 10 Item 1(a). Name of Issuer. Vixel Corporation Item 1(b). Address of Issuer's Principal Executive Offices. 11911 Northcreek Parkway South Bothell, WA 98011 Item 2(a). Names of Persons Filing. San Francisco Sentry Investment Company, LLC Item 2(b). Address of Principal Business Office or, if none, Residence. 100 Pine Street, San Francisco, CA 94111 Item 2(c). Citizenship. United States. Item 2(d). Title of Class of Securities. Common Stock Item 2(e). CUSIP Number. 928552108 Item 3. Type of Reporting Person. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [x] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E) (San Francisco Sentry Investment Company, LLC); CUSIP 928552108 SCHEDULE 13G Page 7 of 10 (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d- 1(b)(1)(ii)(F); (g) [x] A parent holding company or control person in accordance with Section 240.13d- 1(b)(1)(ii)(G) (Richard E. Dirickson; Steven A. Ledger; Timothy M. Spicer); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Section 240.13d- 1(b)(1)(ii)(J). If this statement is filed pursuant to Section 240.13d-1(c), check this box. [ ] Item 4. Ownership. Reference is hereby made to Items 5-9 and 11 of page two (2) of this Schedule 13G, which Items are incorporated by reference herein. This amendment does not report a change in beneficial ownership, but is being filed solely to reflect a 2- for-3 reverse stock split not accounted for in the previous filing. Because each of Richard E. Dirickson, Steven A. Ledger and Timothy M. Spicer own a 33-1/3% interest in San Francisco Sentry Investment Company, LLC and as Timothy M. Spicer is also the portfolio manager, it is possible that Richard E. Dirickson, Steven A. Ledger and/or Timothy M. Spicer may be deemed a beneficial owner of the Company's shares held by San Francisco Sentry Investment Company, LLC by virtue of the definition of "beneficial owners" in Rule 13d-3 under the Securities Exchange Act of 1934. The filing of this Schedule shall not be construed as an admission by Richard E. Dirickson, Steven A. Ledger or Timothy M. Spicer that he is a beneficial owner of any securities of the Company or an admission by any of the filing persons that they are members of a group. It is possible that the individual directors, executive officers, members, and/or managers of San Francisco Sentry Investment Company, LLC might be deemed the "beneficial owners" of some or all of the securities to which this Schedule relates in that they might be deemed to share the power to direct the voting or disposition of such securities. Neither the filing of CUSIP 928552108 SCHEDULE 13G Page 8 of 10 this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the securities to which this Schedule relates, and such beneficial ownership is expressly disclaimed. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. San Francisco Sentry Investment Company, LLC is deemed to be the beneficial owner of the number of securities reflected in Items 5-9 and 11 of page two (2) of this Schedule 13G pursuant to separate arrangements whereby San Francisco Sentry Investment Company, LLC acts as investment adviser to certain persons. Each person for whom the reporting person acts as investment adviser has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock purchased or held pursuant to such arrangements. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below, the undersigned certifies that, to the best of his knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP 928552108 SCHEDULE 13G Page 9 of 10 Signature After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED: March 13, 2000 SAN FRANCISCO SENTRY INVESTMENT COMPANY, LLC /s/ Timothy M. Spicer By: /s/ Timothy M. Spicer _____________________________ _______________________________ Timothy M. Spicer Title: Manager Member /s/ Steven A. Ledger /s/ Richard E. Dirickson _____________________________ ____________________________________ Steven A. Ledger Richard E. Dirickson CUSIP 928552108 SCHEDULE 13G Page 10 of 10 EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule and any subsequent amendment jointly on behalf of each of such parties. DATED: March 13, 2000 SAN FRANCISCO SENTRY INVESTMENT COMPANY, LLC /s/ Timothy M. Spicer By: /s/ Timothy M. Spicer _____________________________ _______________________________ Timothy M. Spicer Title: Manager Member /s/ Steven A. Ledger /s/ Richard E. Dirickson _____________________________ ____________________________________ Steven A. Ledger Richard E. Dirickson -----END PRIVACY-ENHANCED MESSAGE-----