-----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, Qd6IbWX0Y2bavsxIGFo1pm7QUsVMimLywf/xH7SgDBTUAYgmNJChtfP++jbzXm7X TA0WFfjiDyDv1yzgAiiTVg== 0001021771-02-000075.txt : 20021030 0001021771-02-000075.hdr.sgml : 20021030 20021030165953 ACCESSION NUMBER: 0001021771-02-000075 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021030 GROUP MEMBERS: ST. ANDREWS CAPITAL LIMITED PARTNERSHIP GROUP MEMBERS: WILLIAM J. COOKSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAVTECH INC CENTRAL INDEX KEY: 0000790272 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 112883366 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39203 FILM NUMBER: 02803474 BUSINESS ADDRESS: STREET 1: 2340 GARDON ROAD STREET 2: SUITE 102 CITY: MONTEREY STATE: CA ZIP: 93940 BUSINESS PHONE: 5197479883X228 MAIL ADDRESS: STREET 1: 2340 GARDON ROAD STREET 2: SUITE 102 CITY: MONTEREY STATE: CA ZIP: 93940 FORMER COMPANY: FORMER CONFORMED NAME: COMPUFLIGHT OPERATIONS SERVICE INC DATE OF NAME CHANGE: 19880127 FORMER COMPANY: FORMER CONFORMED NAME: COMPUFLIGHT INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ST ANDREWS CAPITAL LTD PARTNERSHIP CENTRAL INDEX KEY: 0001103643 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 275 SLATER STREET STREET 2: ONTARIO CANADA BUSINESS PHONE: 6132309034 MAIL ADDRESS: STREET 1: 275 SLATER STREET STREET 2: ONTARIO CANADA SC 13D/A 1 wc13dam1.txt WILLIAM COOKSON SCHEDULE 13D/ AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 1)* Under the Securities Exchange Act of 1934 Navtech, Inc. (Name of Issuer) Common Stock, $.001 Par Value (Title of Class of Securities) 63935 10 0 (CUSIP Number) William J. Cookson 25 Allaura Boulevard Aurora, Ontario, Canada L4G 3N2 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 10, 2001 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ] *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. 63935 10 0 Page 2 of 7 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) St. Andrews Capital Limited Partnership ("St. Andrews") William J. Cookson ("Cookson") 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION St. Andrews - California Cookson - Canada NUMBER OF SHARES 7 SOLE VOTING POWER St. Andrews - 0 Cookson - 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER St. Andrews - 296,543 Cookson - 296,543 (represents shares owned by St. Andrews) EACH REPORTING 9 SOLE DISPOSITIVE POWER St. Andrews - 0 Cookson - 0 PERSON WITH 10 SHARED DISPOSITIVE POWER St. Andrews - 296,543 Cookson - 296,543 (represents shares owned by St. Andrews) [PG NUMBER] 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON St. Andrews - 296,543 Cookson - 296,543 (represents shares owned by St. Andrews) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) St. Andrews - 6.9% Cookson - 6.9% (represents shares owned by St. Andrews) 14 TYPE OF REPORTING PERSON* St. Andrews - PN Cookson - IN [PG NUMBER] Item 1. Security and Issuer. St. Andrews Capital Limited Partnership is making this statement in reference to shares of Common Stock, par value $.001 per share (the "Common Stock"), of Navtech, Inc., a Delaware corporation (the "Issuer"). This filing amends and supplements the Schedule 13D of St. Andrews Capital Limited Partnership, dated January 21, 2000, as filed with the Securities and Exchange Commission on January 24, 2000 (the "Schedule 13D"). This is the initial filing on Schedule 13D for William J. Cookson. The address of the Issuer's principal executive offices is 2340 Garden Road, Monterey, California 93940. Item 2. Identity and Background. The Reporting Persons are making this statement pursuant to Rule 13d-1(a). 1436917 Ontario Inc. is providing responses to Item 2-6 hereof in accordance with General Instruction C of Schedule 13D. (a) Name: St. Andrews Capital Limited Partnership ("St. Andrews") William J. Cookson ("Cookson") 1436917 Ontario Inc. ("Ontario") (b) Residence or business address: St. Andrews: 25 Allaura Boulevard Aurora, Ontario, Canada L4G 3N2 Cookson: 25 Allaura Boulevard Aurora, Ontario, Canada L4G 3N2 Ontario: 25 Allaura Boulevard Aurora, Ontario, Canada L4G 3N2 (c) St. Andrews is an investment limited partnership. Cookson is the Chief Executive Officer of Ontario and The Hunter Group Ltd., an Ontario corporation engaged primarily in the business of chemical manufacturing. Cookson is the sole officer and director of Ontario and also its sole shareholder. Ontario is an Ontario corporation whose only current activity is serving as the general partner of St. Andrews. (d) None of St. Andrews, Cookson or Ontario has been convicted in a criminal proceeding in the last five years. [PG NUMBER] (e) None of St. Andrews, Cookson or Ontario has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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. (f) St. Andrews was organized under the laws of the State of California. Cookson is a Canadian citizen. Ontario was incorporated under the laws of Ontario, Canada. Item 3. Source and Amount of Funds or Other Consideration. Not applicable. Item 4. Purpose of Transaction. On October 31, 2000, St. Andrews converted the principal balance of the Loan described and defined in Item 4 of the Schedule 13D into 296,543 shares of Common Stock of the Issuer, at a conversion price of $.375 per share, pursuant to the terms of a conversion agreement, dated as of the same date, between the Issuer and St. Andrews. On April 10, 2001, St. Andrews Technology Associates, Inc. ceased to be the general partner of St. Andrews. Simultaneous with the termination of St. Andrews Technology Associates, Inc. as the general partner of St. Andrews, Ontario, an entity of which Cookson is the sole shareholder and sole officer and director, became the general partner of St. Andrews. Subject to and depending upon prevailing market prices, St. Andrews, Cookson and/or Ontario may purchase shares of Common Stock from time to time in the open market, in privately negotiated transactions with third parties, or otherwise. In addition, depending upon prevailing conditions, St. Andrews, Cookson and/or Ontario may determine to dispose of in the open market, in privately negotiated transactions with third parties, or otherwise, shares of Common Stock acquired by them. Item 5. Interest in Securities of the Issuer. (a) (I) St. Andrews owns 296,543 shares of Common Stock, which represents 6.9% of the total shares of Common Stock of the Issuer outstanding as of October 28, 2002. The percentage for St. Andrews was calculated using as the denominator the 4,326,988 outstanding shares of Common Stock as of August 31, 2002, based upon the Quarterly Report on Form 10-QSB filed by the Issuer for the period ended July 31, 2002. (II) Cookson beneficially owns 296,543 shares of Common Stock, which represents 6.9% of the total shares of Common Stock of the Issuer outstanding as of October 28, 2002. Such amount represents the shares of Common Stock owned by St. Andrews. [PG NUMBER] The percentage for Cookson was calculated using as the denominator the 4,326,988 outstanding shares of Common Stock as of August 31, 2002, based upon the Quarterly Report on Form 10-QSB filed by the Issuer for the period ended July 31, 2002. (III) Ontario beneficially owns 296,543 shares of Common Stock, which represents 6.9% of the total shares of Common Stock of the Issuer outstanding as of October 28, 2002. The percentage for Ontario was calculated using as the denominator the 4,326,988 outstanding shares of Common Stock as of August 31, 2002, based upon the Quarterly Report on Form 10-QSB filed by the Issuer for the period ended July 31, 2002. (b) St. Andrews, Cookson and Ontario have shared voting and dispositive power with respect to the 296,543 shares of Common Stock owned by St. Andrews. (c) None. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. 1. Agreement among Reporting Persons. [PG NUMBER] 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. Date: October 28, 2002 ST. ANDREWS CAPITAL LIMITED PARTNERSHIP By: 1436917 ONTARIO INC., General Partner By: /s/ William J. Cookson ------------------------------------- William J. Cookson, Chief Executive Officer /s/ William J. Cookson ------------------------------------- William J. Cookson [PG NUMBER] EXHIBIT 1 The undersigned agree that the Schedule 13D filing to which this Agreement is attached is filed on behalf of each one of them. Date: October 28, 2002 ST. ANDREWS CAPITAL LIMITED PARTNERSHIP By: 1436917 ONTARIO INC., General Partner By: /s/ William J. Cookson ------------------------------------- William J. Cookson, Chief Executive Officer /s/ William J. Cookson ------------------------------------- William J. 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