-----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, V548pdDoA6qjdd6aUmkfla3Fvy0Bo8HaaT7Wy2o9F7iVGrrxHXi/yiiY7q1p9eaI 883Cv9kscsWwARXje6TuNA== 0000921530-04-000402.txt : 20040811 0000921530-04-000402.hdr.sgml : 20040811 20040811130856 ACCESSION NUMBER: 0000921530-04-000402 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040811 GROUP MEMBERS: RIZVI-DS, LLC GROUP MEMBERS: SUHAIL RIZVI FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIZVI SUHAIL CENTRAL INDEX KEY: 0001226358 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 1003 LAKE AVE CITY: GREENWICH STATE: CT ZIP: 06831 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL LIFESTYLES GROUP INC CENTRAL INDEX KEY: 0000942650 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 133779546 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49979 FILM NUMBER: 04966473 BUSINESS ADDRESS: STREET 1: 18001 SKYPARK CIRCLE STREET 2: SUITE B C CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 3108217880 MAIL ADDRESS: STREET 1: 18001 SKYPARK CIRCLE STREET 2: SUITE B C CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: NORTHGATE INNOVATIONS INC DATE OF NAME CHANGE: 20020401 FORMER COMPANY: FORMER CONFORMED NAME: MCGLEN INTERNET GROUP INC DATE OF NAME CHANGE: 20000417 FORMER COMPANY: FORMER CONFORMED NAME: ADRENALIN INTERACTIVE INC DATE OF NAME CHANGE: 19980603 SC 13D 1 digital_13d-rizvi.txt SCHEDULE 13D - RIZVI-DS, LLC AND S. RIZVI UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* DIGITAL LIFESTYLES GROUP, INC. ------------------------------ (formerly known as Northgate Innovations, Inc.) (Name of Issuer) Common Shares, Par Value $0.03 Per Share ---------------------------------------- (Title of Class of Securities) 666428107 --------- (CUSIP Number) J. William Wilson 1001 S. Capital of Texas Hwy. Building I, Suite 200 Austin, Texas 78746 (512) 617-8282 --------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 27, 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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.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 ss.240.13d-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 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). Continued on following page(s) Page 1 of 8 Pages Exhibit Index: Page 7 SCHEDULE 13D CUSIP No. 66428107 Page 2 of 8 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) RIZVI-DS, LLC 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Source of Funds (See Instructions) WC 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States Number of 7 Sole Voting Power Shares 1,318,144 Beneficially 8 Shared Voting Power Owned By 0 Each 9 Sole Dispositive Power Reporting 1,318,144 Person 10 Shared Dispositive Power With 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,318,144 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] Percent of Class Represented By Amount in Row (11) 7.0% 13 Type of Reporting Person (See Instructions) OO SCHEDULE 13D CUSIP No. 66428107 Page 3 of 8 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SUHAIL RIZVI 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Source of Funds (See Instructions) AF 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States Number of 7 Sole Voting Power Shares 1,368,144 Beneficially 8 Shared Voting Power Owned By 0 Each 9 Sole Dispositive Power Reporting 1,368,144 Person 10 Shared Dispositive Power With 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,368,144 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] Percent of Class Represented By Amount in Row (11) 7.2% 13 Type of Reporting Person (See Instructions) HC Page 4 of 8 Pages This Statement on Schedule 13D relates to common shares, par value $0.03 per share (the "Shares"), of Digital Lifestyles Group, Inc. (formerly Northgate Innovations, Inc.), a Delaware corporation (the "Issuer"). This Statement is being filed by the Reporting Persons (as defined herein) to report that the Reporting Persons may be deemed to be the beneficial owners of more than five percent of the outstanding Shares of the Issuer. ITEM 1. SECURITY AND ISSUER. This Statement relates to the Shares. The address of the principal executive office of the Issuer is 1001 S. Capital of Texas Hwy., Building I, Suite 200 Austin, TX 78746. ITEM 2. IDENTITY AND BACKGROUND. This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) Rizvi-DS, LLC ("Rizvi-DS"); and (ii) Suhail Rizvi ("Mr. Rizvi"). Rizvi-DS is a Delaware limited liability company. Its principal offices are located at c/o Suhail Rizvi, 1003 Lake Avenue, Greenwich, CT 06831. Mr. Rizvi is the sole managing member of Rizvi-DS and, in such capacity, may be deemed the beneficial owner of the Shares held for the account of Rizvi-DS. Mr. Rizvi is a citizen of the United States. The principal occupation of Mr. Rizvi is the direction of investment activities of Rizvi-DS, R-2 Group Holdings LLC and Rizvi-Media LLC. Mr. Rizvi's business address is 1003 Lake Avenue, Greenwich, CT 06831. Mr. Rizvi serves as the sole managing member of Rizvi-DS. In such capacity, Mr. Rizvi may be deemed the beneficial owner of Shares held for the account of Rizvi-DS. In addition, Mr. Rizvi serves as Chairman of the Board of Directors of Avatar Group, President of Rizvi Interests Inc. and managing member of R-2 Group Holdings LLC and Rizvi-Media LLC. During the last five years, the Reporting Persons have not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is the 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. All of the Shares reported herein were acquired upon a pro rata distribution from Glenbrook Group, LLC ("Glenbrook") to its members. The distribution occurred on July 27, 2004 in connection with the dissolution of Glenbrook. No consideration was paid by the members of Glenbrook for the distribution. ITEM 4. PURPOSE OF TRANSACTION. All of the Shares reported herein have been acquired for investment purposes. Neither of the Reporting Persons, to the best of their knowledge, have any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Page 5 of 8 Pages Mr. Rizvi is a member of the Board of Directors of the Issuer. In such capacity, Mr. Rizvi may have influence over the corporate activities of the Issuer, including activities which may relate to transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities to the extent deemed advisable in light of his general investment and trading policies, market conditions or other factors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) (i) Rizvi-DS may be deemed the beneficial owner of 1,318,144 Shares (approximately 7.0% of the total number of Shares outstanding). (ii) Mr. Rizvi may be deemed the beneficial owner of 1,368,144 Shares (approximately 7.2% of the total number of Shares outstanding). Of this amount, (A) 1,318,144 Shares are held for the account of Rizvi-DS; and (B) 50,000 Shares are held for his personal account. (i) Rizvi-DS may be deemed to have the sole power to direct the voting and disposition of the 1,318,144 Shares held for its account. (b) (ii) Mr. Rizvi may be deemed to have the sole power to direct the voting and disposition of the 1,368,144 Shares held for the account of Rizvi-DS and for his personal account. (c) Except as set forth in Item 6 below, there have been no transactions effected with respect to the Shares since June 11, 2004 (60 days prior to the date hereof) by any of the Reporting Persons. (d) The members of Rizvi-DS have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of Rizvi-DS in accordance with their membership interests in Rizvi-DS. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any of the Shares beneficially owned by the Reporting Persons. Warrants to purchase approximately 250,000 Shares may be received in the future by Mr. Rizvi upon consummation of a purchase agreement between Mr. Rizvi and J&M Interests, LLC. There is no assurance that the parties will reach an agreement concerning these warrants. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not applicable. Page 6 of 8 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. Date: August 10, 2004 RIZVI-DS LLC By: /s/ Suhail Rizvi ------------------------------- Name Suhail Rizvi Title Managing Member Date: August 10, 2004 SUHAIL RIZVI By: /s/ Suhail Rizvi ------------------------------- Name Suhail Rizvi Page 7 of 8 Pages EXHIBIT INDEX Page No. A. Joint Filing Agreement, dated as of August 10, 2004, ------- by and between Rizvi-DS LLC and Suhail Rizvi................................................ 8 Page 8 of 8 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D with respect to the Common Stock of Digital Lifestyles Group, Inc., dated as of August 4, 2004, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: August 10, 2004 RIZVI-DS LLC By: /s/ Suhail Rizvi ------------------------------- Name Suhail Rizvi Title Managing Member Date: August 10, 2004 SUHAIL RIZVI By: /s/ Suhail Rizvi ------------------------------- Name Suhail Rizvi -----END PRIVACY-ENHANCED MESSAGE-----