| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NORTHGATE INNOVATIONS INC [ NGTE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/09/2003 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/11/2003 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/09/2003 | P(1) | 11,600,000 | A | $0.25 | 11,600,000 | I | See Footnotes(2)(3)(4) | ||
| Common Stock | 12/09/2003 | J(5) | 1,054,852 | D | (5) | 10,545,148 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Stock Warrants | $0.5 | 12/09/2003 | A | 2,500,000 | (6) | 12/09/2008 | Common Stock | 2,500,000 | (7) | 2,500,000(8) | D | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Pursuant to Rule 16a-2(c), this transaction was not subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"). |
| 2. These shares of the Issuer's common stock, $.03 par value per share ("Shares"), are held for the account of Glenbrook Group, LLC, a Delaware limited liability company ("Glenbrook Group"). J&M Interests, LLC, a Delaware limited liability company ("J&M"), is a controlling member of Glenbrook Group and has investment power over the portfolio securities held for the account of Glenbrook Group. The managing members of J&M are Samuel J. Furrow, Jr. and Marc Barry Crossman. |
| 3. The filing of this statement shall not be deemed an admission that the Reporting Persons are the beneficial owners of any securities not held directly for their accounts for purposes of Section 16 of the Act, or otherwise. |
| 4. The Reporting Persons may be deemed to be a member of a "group" pursuant to Section 13(d) of the Act that, combined, has beneficial ownership of more than 10% of the Issuer's outstanding Shares. The filing of this statement shall not be deemed an admission that the Reporting Persons are a member of any such "group" or that the Reporting Persons are the beneficial owners of any Shares or other securities owned by any other person. |
| 5. These Shares were transferred to Glenbrook Group to Mr. Daniel A. Page in consideration for certain consulting services to be rendered by Mr. Page to Glenbrook Group. |
| 6. These warrants to acquire Shares are immediately exercisable upon receipt. These warrants were/will be issued to J&M in three monthly installments: (i) warrants to acquire 833,333 Shares were issued to J&M on December 9, 2003; (ii) warrants to acquire 833,333 Shares will be issued to J&M on January 9, 2004; and (iii) warrants to acquire 833,334 Shares will be issued to J&M on February 9, 2004. |
| 7. These warrants to acquire Shares were issued to J&M pursuant to a consulting agreement between the Issuer and J&M. |
| 8. These securities are held for the account of J&M. The managing members of J&M are Samuel J. Furrow, Jr., and Marc Barry Crossman. |
| Samuel J. Furrow, Jr. | 12/19/2003 | |
| Marc Barry Crossman | 12/19/2003 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||