-----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, Phl58G109YdPZqKmWjIpBDsaBiCIbpTz1azynvSjujPIPl1/9zVIJ4M2EwMHYDuj tyR435/xzacLRKPOMO6x2A== 0001045969-00-000296.txt : 20000421 0001045969-00-000296.hdr.sgml : 20000421 ACCESSION NUMBER: 0001045969-00-000296 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000420 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DATAKEY INC CENTRAL INDEX KEY: 0000704914 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 411291472 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35977 FILM NUMBER: 605435 BUSINESS ADDRESS: STREET 1: 407 W TRAVELERS TRAIL CITY: BURNSVILLE STATE: MN ZIP: 55337 BUSINESS PHONE: 6128906850 MAIL ADDRESS: STREET 1: 407 WEST TRAVELERS TRAIL CITY: BURNSVILLE STATE: MN ZIP: 55337 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIPKIN RAYMOND A CENTRAL INDEX KEY: 0001056046 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 161 FERNDALE AVE SOUTH CITY: WAYZATA STATE: MN ZIP: 55391 BUSINESS PHONE: 6124764558 MAIL ADDRESS: STREET 1: 161 FERNDALE AVE SOUTH CITY: WAYZATA STATE: MN ZIP: 55391 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A Under the Securities Exchange Act of 1934 (Amendment No 2)* Datakey, Inc. --------------- (Name of Issuer) Common Stock, $.05 Par Value (Title of Class of Securities) 237909 10 6 ------------- (CUSIP Number) Thomas G. Lovett IV Lindquist & Vennum P.L.L.P. 4200 IDS Center 80 South Eighth Street Minneapolis, Minnesota 55402 Telephone: (612) 371-3273 Fax Number: (612) 371-3207 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 31, April 4, April 13 and April 14, 2000 (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 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). (Continued on following page(s)) Page 1 of 11 Pages No. 23709 10 6 13D Page 2 of 11 Pages - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (entities only) Raymond A. Lipkin - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (see instructions) (b) [_] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS (see instructions) PF - ---------- --------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEMS 2(d) or 2(e) - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Raymond A. Lipkin is a citizen of the United States. - ---------- --------------------------------------------------------------------- 7 SOLE VOTING POWER 821,000 NUMBER OF --------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 10,000 EACH --------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH: 821,000 --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 10,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 831,000* *Includes 575,000 shares of Common Stock and 256,000 Warrants to purchase Common Stock of the Issuer - ----------- -------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X] CERTAIN SHARES (see instructions) - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (see instructions) IN - ----------- -------------------------------------------------------------------- No. 23709 10 6 13D Page 3 of 11 Pages - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (entities only) Caroline M. Lipkin - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (see instructions) (b) [_] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS (see instructions) PF - ---------- --------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEMS 2(d) or 2(e) - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Caroline M. Lipkin is a citizen of the United States. - ---------- --------------------------------------------------------------------- 7 SOLE VOTING POWER 10,000 NUMBER OF --------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH --------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH: 10,000 --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000 - ----------- -------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X] CERTAIN SHARES (see instructions) - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (see instructions) IN - ----------- -------------------------------------------------------------------- No. 23709 10 6 13D Page 4 of 11 Pages - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (entities only) KOLOA Limited Partnership - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (see instructions) (b) [_] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS (see instructions) PF - ---------- --------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEMS 2(d) or 2(e) - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION KOLOA Limited Partnership is an entity formed under the laws of the State of Minnesota. - ---------- --------------------------------------------------------------------- 7 SOLE VOTING POWER 10,000 NUMBER OF --------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH --------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH: 10,000 --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000 - ----------- -------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X] CERTAIN SHARES (see instructions) - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .01% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (see instructions) PN - ----------- -------------------------------------------------------------------- ITEM 1. Security and Issuer This statement relates to shares of the common stock, par value $0.05 per share (the "Common Stock") and immediately exercisable warrants, each for purchase of one share of Common Stock (the "Warrants"), of Datakey, Inc., a Minnesota corporation (the "Issuer"). The Issuer's principal executive offices are located at 407 West Travelers Trail, Burnsville, Minnesota 55337-2554. ITEM 2. Identity and Background (a) Name. This statement is being filed by Raymond A. Lipkin. (b) Address: Mr. Lipkin's address is 161 Ferndale Avenue South, Wayzata, Minnesota 55391. (c) Mr. Lipkin is retired. He was previously employed as an investment advisor. (d) During the last five years, Mr. Lipkin has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) (e) During the last five years, Mr. Lipkin has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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 of any violation with respect to such laws. (f) Citizenship. Mr. Lipkin is a citizen of the United States. Identity and Background - Reporting Persons Holding Less than 5% of the Issuer's Outstanding Shares Caroline M. Lipkin (a) Name: Caroline M. Lipkin (b) Residence Address: c/o Raymond A. Lipkin, 161 Ferndale Avenue South, Wayzata, Minnesota 55391. (c) Principal Occupation: Ms. Lipkin is a photographer. (d) Criminal Convictions: None (e) Civil Proceedings: None (f) Citizenship: Ms. Lipkin is a citizen of the United States. Page 5 of 11 Pages ITEM 3. Source And Amount of Funds or Other Consideration The shares of Common Stock of the Issuer acquired by Mr. Lipkin during the past sixty days, identified on Appendix A herein, were purchased for cash in open market transactions using personal funds. ITEM 4. Purpose of Transaction All of the reporting persons named in this filing have acquired the securities described in Items 1 and 5 of this Schedule 13D for personal investment purposes using personal funds. All of the reporting persons named herein may, from time to time, (1) acquire additional shares of Common Stock (subject to availability at prices deemed favorable to such persons) in the open market, in privately negotiated transactions, or otherwise, or (2) attempt to dispose of shares of Common Stock or Warrants in the open market, in privately negotiated transactions or otherwise. None of the reporting persons named herein have present plans or intentions that would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. Interest in Securities of the Issuer (a) On March 31, 2000, April 13, 2000 and April 14, 2000, Mr. Lipkin purchased an aggregate 160,000 shares of Common Stock of the Issuer. As of the date of this filing, Mr. Lipkin beneficially owns 831,000 securities, including 575,000 shares of Common Stock and 256,000 Warrants for purchase of shares of Common Stock, exercisable within 60 days of this filing, representing approximately 10.4% of the outstanding shares of Common Stock of the Issuer. This percentage is based upon 8,007,879 shares of Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-KSB filed with the Commission for the fiscal year ended December 31, 1999. On April 14, 2000, Mr. Lipkin, as Managing Partner of KOLOA Limited Partnership, purchased an aggregate 10,000 shares of the Issuer in an open market transaction on behalf of the Limited Partnership, at a purchase price of $4.05 per share for an aggregate purchase price of $40,500. On January 6, 2000, as previously reported, Caroline M. Lipkin purchased 10,000 shares of Common Stock of the Issuer in an open market transaction. Ms. Lipkin beneficially owns less than 1% of the outstanding securities of the Issuer. (b) As of the date of this filing, the reporting persons named herein own the following shares of Common Stock of the Issuer: Page 6 of 11 Pages Shares Percentage of Name Owned Outstanding Shares ----- ------- ------------------ Raymond A. Lipkin 555,000 10.4% Caroline M. Lipkin 10,000 (Less than 1%) KOLOA Limited Partnership 10,000 (Less than 1%) *Includes 256,000 Warrants immediately exercisable for purchase of Common Stock on an as converted basis. Revise: This report is being filed with respect to the foregoing 831,000 shares of Common Stock and Warrants of the Issuer, of which (i) 555,000 shares of Common Stock and 256,000 Warrants to purchase Common Stock are owned by Mr. Lipkin directly and are subject to his sole voting and dispositive power, (ii) 10,000 shares are held by KOLOA Limited Partnership, of which Mr. Lipkin is Managing Partner, and with respect to which he has management and voting power, and (iii) 10,000 shares are held by or on behalf of Caroline M. Lipkin and with respect to which Mr. Lipkin has management and shared voting power. Mr. Lipkin disclaims beneficial ownership with respect to the 10,000 shares purchased by Caroline M. Lipkin and Ms. Lipkin hereby disclaims beneficial ownership of all other securities identified in this filing except the 10,000 shares purchased in her name and her pro rata portion of the shares held by KOLOA Limited Partnership. (c) Transactions in the Common Stock effected by the named reporting persons in the past 60 days are described above and on Appendix A hereto and were effected either in open market purchases or as a result of a private placement by the Issuer. Other than as described above, the named reporting persons have not effected any transactions in the securities of the Issuer during the past sixty days. (d) Not applicable. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Mr. Lipkin has an understanding with certain family members described in Items 5(b) and (d) above for management of their respective holdings of the Common Stock of the Issuer. Mr. Lipkin does not otherwise have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer. ITEM 7. Materials to be filed as Exhibits Appendix A - Transactions in Securities of the Issuer Exhibit 1 Joint Filing Agreement. Exhibit 2 Power of Attorney from Caroline M. Lipkin Page 7 of 11 Pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. April 19, 2000 /s/ Raymond A. Lipkin ----------------------------------------- Raymond A. Lipkin April 19, 2000 /s/ Caroline M. Lipkin ----------------------------------------- Caroline M. Lipkin April 19, 2000 KOLOA Limited Partnership By: /s/ Raymond A. Lipkin ------------------------------------- Raymond A. Lipkin, Managing Partner Page 8 of 11 Pages APPENDIX A Transactions in Securities of Datakey, Inc. (Shares of Common Stock of the Issuer purchased directly by Raymond A. Lipkin) No. of Shares Purchased Total Date in the Past Sixty Days Purchase Price ---- ----------------------- -------------- 03/31/00 25,820 $193,861.72 04/04/00 24,180 192,787.14 04/13/00 50,000 314,855.00 04/14/00 50,000 222,745.00 ------- ----------- Total 150,000 $924,948.86 (Shares of Common Stock of the Issuer purchased by Raymond A. Lipkin as Managing Partner of KOLOA Limited Partnership) No. of Shares Purchased Total Date in the Past Sixty Days Purchase Price ---- ----------------------- -------------- 04/14/00 10,000 $40,500.00 Page 9 of 11 Pages Exhibit 1 to Schedule 13D/A JOINT FILING AGREEMENT The undersigned parties hereby agree that this Schedule 13-D/A relating to securities of Datakey, Inc. shall be filed on behalf of each of them. April 19, 2000 /s/ Raymond A. Lipkin ---------------------------------------- Raymond A. Lipkin April 19, 2000 /s/ Caroline M. Lipkin ---------------------------------------- Caroline M. Lipkin April 19, 2000 KOLOA Limited Partnership By: /s/ Raymond A. Lipkin ------------------------------------ Raymond A. Lipkin, Managing Partner Page 10 of 11 Pages EXHIBIT 2 POWER OF ATTONEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Raymond A. Lipkin as her true and lawful attorney-in-fact and agent, with full power of substitution for her and in her name, place and stead in any and all capacities, to: (1) execute for and on behalf of the undersigned any and all amendments and other documents relating to the Schedule 13D filed with the United States Securities and Exchange Commission on November 18, 1999 on behalf of the undersigned (the "Schedule 13D"), with respect to her holdings of Verdant Brands, Inc. (the "Company"), and required to be filed pursuant to Regulation 13D of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder, and to file the same with the Commission, together with all exhibits and supplements thereto; and (2) do and perform any and all other acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such amendment to the Schedule 13D or other related documents and to timely file such documents with the Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the foregoing attorney-in-fact, may be in the best interest of or legally required by the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in his discretion. The undersigned hereby grants to the attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in the exercise of any rights and powers herein granted, as fully to all intents and purposes as she might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Regulation 13D of the Exchange Act. This appointment shall remain in full force and effect until revoked in writing by the undersigned, delivered to the appointed attorney-in-fact, or until she is no longer required to file amendments to the Schedule 13D with respect to her holdings of and transactions in securities issued by the Company. Dated: 03-02-00 /s/ Caroline M. Lipkin -------- ----------------------------------------- Caroline M. Lipkin -----END PRIVACY-ENHANCED MESSAGE-----