0000930413-05-001052.txt : 20120629
0000930413-05-001052.hdr.sgml : 20120629
20050222085747
ACCESSION NUMBER: 0000930413-05-001052
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050222
DATE AS OF CHANGE: 20050222
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: MCMILLAN JOHN A
CENTRAL INDEX KEY: 0001198740
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
BUSINESS PHONE: 2065771440X262
MAIL ADDRESS:
STREET 1: 23600 S. SCHOOR RD
CITY: FRANKFORT
STATE: IL
ZIP: 60423
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: LION INC/WA
CENTRAL INDEX KEY: 0000941179
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]
IRS NUMBER: 912094375
STATE OF INCORPORATION: WA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-61013
FILM NUMBER: 05629372
BUSINESS ADDRESS:
STREET 1: 4700-42ND AVE. SW, SUITE 430
CITY: SEATTLE
STATE: WA
ZIP: 98116
BUSINESS PHONE: 2065771440
MAIL ADDRESS:
STREET 1: 4700-42ND AVE. SW, SUITE 430
CITY: SEATTLE
STATE: WA
ZIP: 98116
FORMER COMPANY:
FORMER CONFORMED NAME: PLENUM COMMUNICATIONS INC/MN
DATE OF NAME CHANGE: 20000331
FORMER COMPANY:
FORMER CONFORMED NAME: LION INC
DATE OF NAME CHANGE: 19991115
FORMER COMPANY:
FORMER CONFORMED NAME: PLENUM COMMUNICATIONS INC
DATE OF NAME CHANGE: 19981209
SC 13D/A
1
c35684_sc-13d.txt
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
LION, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE PER SHARE
(Title of Class of Securities)
53620L102
(CUSIP Number)
JOHN A. MCMILLAN, 500 PINE STREET, SEATTLE, WA 98101
(206) 373-4014
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
MARCH 30, 2004
(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 [ ].
Page 1 of 6 Pages
(Continued on the following pages)
--------------------------- ---------------------------
CUSIP NO. 53620L102 13D PAGE 2 OF 6 PAGES
--------------------------- ---------------------------
------- ------------------------------------------------------------------------
1 Name of Reporting Person/ I.R.S. Identification No. of Above Person
(Entities Only)
JOHN A. MCMILLAN
------- ------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a)
(b)
------- ------------------------------------------------------------------------
3 Sec Use Only
------- ------------------------------------------------------------------------
4 Source Of Funds*
PF
------- ------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items (2)(d) or 2(e)
------- ------------------------------------------------------------------------
6 Citizenship Or Place Of Organization
UNITED STATES CITIZEN
------- ------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares 1,866,465
---- -----------------------------------------------
Beneficially 8 Shared Voting Power
Owned by - 0 -
---- -----------------------------------------------
Each 9 Sole Dispositive Power
Reporting 1,866,465
---- -----------------------------------------------
Person With 10 Shared Dispositive Power
- 0 -
------- ------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,866,465
------- ------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
------- ------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
4.99% *
------- ------------------------------------------------------------------------
14 Type Of Reporting Person
IN
------- ------------------------------------------------------------------------
* The calculation of the foregoing percentage is based on 37,349,028 shares of
common stock outstanding as of November 9, 2004, as reported in LION's Form
10-QSB filed with the Securities and Exchange Commission on November 15,
2004 for the quarterly period ended September 30, 2004.
Page 2 of 6 Pages
ITEM 1. SECURITY AND ISSUER.
This constitutes Amendment No. 1 to the Statement on Schedule 13D, filed
on February 14, 2003, relating to shares of common stock, par value $.001 per
share, of LION, Inc., a Washington corporation ("LION" or the "Company"). The
address of the Company's principal executive office is 4700-42nd Ave. SW, Suite
430, Seattle, WA 98116.
ITEM 2. IDENTITY AND BACKGROUND.
The name, address, principal occupation or employment, involvement in
certain legal proceedings, and citizenship of the person filing this statement
is as follows:
(a) John A. McMillan
(b) 500 Pine Street, Seattle, WA 98101
(c) Mr. McMillan is a Director of the Company. He is retired and was
formerly a director and Co-Chairman of the Board of Directors of Nordstrom,
Inc., a clothing retailer, located at 500 Pine Street, Seattle, WA 98101.
(d) Mr. McMillan, during the past five years, has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. McMillan, during the last five years, has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in Mr. McMillan being at any time 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
any violation with respect to such laws.
(f) United States citizen
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. McMillan used personal funds to purchase the securities listed in
Item 5 below.
ITEM 4. PURPOSE OF TRANSACTION.
On March 20, 2001, Mr. McMillan participated in a private placement of
LION's securities, purchasing for $125,000, 833,333 shares of common stock and
3-year warrants to acquire an additional 833,333 shares of common stock. The
exercise price of the warrants was $.20 per share if exercised in the first
eighteen months and $.40 if exercised in the second 18 months of the 3-year
term. The shares and warrants were acquired by the reporting person solely for
investment purposes to provide needed funding for LION, and not for the purpose
of acquiring control of the Company. On March 30, 2004, the 833,333 warrants
expired without exercise.
Since the time of his March 2001 investment, Mr. McMillan's acquisitions
of LION shares have been made for investment purposes. During the period from
March 20, 2001 to December 31, 2002, Mr. McMillan acquired beneficial ownership
of an additional 690,000
Page 3 of 6 Pages
shares of common stock, including 105,000 options, and 30,000 options and
140,000 warrants expired without exercise. During the period from January 1,
2003 to February 15, 2005, 300,000 options and 833,333 warrants expired without
exercise, and Mr. McMillan acquired beneficial ownership of 53,832 options.
Depending on future evaluations of the business prospects of LION and
other factors, including, but not limited to, general economic and business
conditions, Mr. McMillan may retain or, from time to time, increase his holdings
or dispose of all or a portion of his holdings, subject to any applicable legal
and contracted restrictions on his ability to do so. Mr. McMillan has no present
plan or intention that would result in or relate to any of the transactions in
subparagraphs (a) through (j) of Item 4 of Schedule 13D, except that Mr.
McMillan may, depending on market conditions, increase his holdings or dispose
of shares of LION common stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of February 15, 2005, Mr. McMillan was the beneficial owner
of shares of common stock and options to purchase an aggregate total of
1,866,465 shares of common stock, representing approximately 4.99% of the issued
and outstanding shares of common stock of the Company.
The number of outstanding shares was 37,349,028 as of November 9, 2004,
as reported in LION's Form 10-QSB filed with the Securities and Exchange
Commission on November 15, 2004 for the quarterly period ended September 30,
2004, plus the 83,832 shares subject to options (included pursuant to Rule 13d-3
of the Act). For purposes of computing the percentage beneficial ownership of
the Company as of February 15, 2005, the total number of shares of common stock
considered to be outstanding is 37,432,860.
(b) Upon exercise of the vested options, Mr. McMillan will acquire
sole voting and dispositive power with respect to 1,866,465 shares of Common
Stock as of February 15, 2005. This total included 83,832 shares underlying
stock options not yet exercised as of February 15, 2005.
(c) There were no transactions in LION common stock that were
effected during the past 60 days by the reporting person filing this statement.
Since his most recent filing on Schedule 13D, the following changes in Mr.
McMillan's beneficial ownership of LION common stock have occurred:
Number of
Date of Transaction Nature of Transaction Shares
------------------- --------------------- ---------
December 13, 2003 Disposition of options; expiration 300,000
March 30, 2004 Disposition of warrants; expiration 833,333
April 1, 2004 Acquisition of options, of which 16,332 20,417
were beneficially owned as of 2-15-05
June 30, 2004 Acquisition of options, of which 37,500 50,000
were beneficially owned as of 2-15-05
Page 4 of 6 Pages
(d) No other person is known, with respect to shares of Company
common stock, to have the right to receive dividends or to have the power to
direct the receipt of dividends or to receive or direct the receipt of proceeds
from the sale of Company stock from any person filing this statement.
(e) Mr. McMillan ceased to be the beneficial owner of more than 5%
of LION's common stock as of November 9, 2004, based on the 37,349,028 shares of
common stock outstanding as of November 9, 2004, as reported in LION's Form
10-QSB filed with the Securities and Exchange Commission on November 15, 2004
for the quarterly period ended September 30, 2004.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Mr. McMillan executed a power of attorney, a copy of which was filed
with this Schedule 13D as EXHIBIT 1.0, AND IS INCORPORATED BY REFERENCE. The
power of attorney authorizes LION's filing coordinator to execute and file this
Schedule 13D and other filings required by the federal securities laws on behalf
of the person executing the power of attorney.
The shares underlying stock options not yet exercised were granted under
LION's 1998 Stock Option Plan, intended to serve as an equity incentive program
for management, qualified employees, non-employee members of the Board of
Directors, and independent advisors or consultants. A copy of the Company's 1998
Stock Option Plan was filed as Exhibit 10.1 to the Company's registration
statement on Form 10-SB, and is incorporated by reference.
Prior to their expiry, the reporting person was issued Class A
Redeemable Warrants by the Company under a form of Warrant, dated as of March
20, 2001 (the "Warrant Agreement"), whereby the Company granted to the reporting
person warrants to purchase an aggregate of 833,333 shares of common stock (the
"Warrants") at $.20 per share if exercised during the first eighteen months of
the three-year warrant term and $.40 per share if exercised during the second 18
months. The Warrant Agreement contained certain provisions whereby the Warrants
could be redeemed by the Company and certain antidilution provisions. The
Warrant Agreement did not contain registration rights. A copy of the form of
Warrant Agreement was filed with this Schedule 13D as EXHIBIT 2.0, AND IS
INCORPORATED BY REFERENCE.
Except as set forth above and as except as described in Item 4 above,
there are no contracts, arrangements, understandings, or relationships (legal or
otherwise) among the person filing this statement with respect to any securities
of the Company, including, without limitation, the transfer or voting of any of
the securities, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
1.0 Power of Attorney executed by Mr. McMillan in connection with
Schedule 13D and other filings under the Securities Exchange Act
of 1934. (1)
2.0 Warrant Agreement (1)
----------
(1) Incorporated by reference to the Schedule 13D, filed on February 14, 2003.
Page 5 of 6 Pages
SIGNATURES
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: February 15, 2005
/s/ John A. Mcmillan
---------------------------------------------------
John A. McMillan
Page 6 of 6 Pages