FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/09/2003 |
3. Issuer Name and Ticker or Trading Symbol
NORTHGATE INNOVATIONS INC [ NGTE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 10,545,148 | I | See Footnotes(1)(4)(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Common Stock Warrants | (2) | 12/09/2008 | Common Stock | 2,500,000 | $0.5 | D | See Footnotes(3)(4)(5) |
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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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. 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"). The Reporting Person 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 the Reporting Person are Samuel J. Furrow, Jr. and Marc Barry Crossman. |
2. These warrants to acquire Shares are immediately exercisable upon receipt. These warrants will be issued to the Reporting Person in three monthly installments: (i) warrants to acquire 833,333 Shares were issued to the Reporting Person on December 9, 2003; (ii) warrants to acquire 833,333 Shares will be issued to the Reporting Person on January 9, 2004: and (iii) warrants to acquire 833,334 Shares will be issued to the Reporting Person on February 9, 2004. |
3. These securities are held for the account of the Reporting Person. As noted above, the managing members of the Reporting Person are Samuel J. Furrow, Jr., and Marc Barry Crossman. |
4. The filing of this statement shall not be deemed an admission that the Reporting Person, or any other person signing this statement, is the beneficial owner of any securities not held directly for their accounts for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise. |
5. The Reporting Person 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 Person, or any other person signing this statement, is the beneficial owner of any Shares or other securities owned by any other person. |
Remarks: |
Samuel J. Furrow, Jr., as Managing Member of J&M Interests, LLC | 12/19/2003 | |
Marc Barry Crossman, as Managing Member of J&M Interests, LLC | 12/19/2003 | |
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 5 (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. |