-----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, MfmCH7UxooghozEbqN+2BJNc6tG24HEjyAAWtJQenL1Jh6bWZcZHKUeJPLjVHkHX kvO82yl/UkoZY2r1L6FwLw== 0000921530-04-000483.txt : 20040929 0000921530-04-000483.hdr.sgml : 20040929 20040929162157 ACCESSION NUMBER: 0000921530-04-000483 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040929 DATE AS OF CHANGE: 20040929 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/A 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49979 FILM NUMBER: 041053015 BUSINESS ADDRESS: STREET 1: 1001 S. CAPITAL OF TEXAS HWY. STREET 2: BUILDING I, SUITE 200 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5126178282 MAIL ADDRESS: STREET 1: 1001 S. CAPITAL OF TEXAS HWY. STREET 2: BUILDING I, SUITE 200 CITY: AUSTIN STATE: TX ZIP: 78746 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/A 1 digital_13da1-rizvi.txt AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1 )* 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) September 9, 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 7 Pages Exhibit Index: Page 7 SCHEDULE 13D CUSIP No. 666428107 Page 2 of 7 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) N/A 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 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) [ ] 13 Percent of Class Represented By Amount in Row (11) 3.5% 14 Type of Reporting Person (See Instructions) OO SCHEDULE 13D CUSIP No. 666428107 Page 3 of 7 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 2,243,433 Beneficially 8 Shared Voting Power Owned By 0 Each 9 Sole Dispositive Power Reporting 2,243,433 Person 10 Shared Dispositive Power With 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,243,433 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 5.9% 14 Type of Reporting Person (See Instructions) HC Page 4 of 7 Pages This Amendment No. 1 to Schedule 13D ("Amendment No. 1") 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 Amendment No. 1 supplementally amends the initial statement on Schedule 13D filed with the Securities and Exchange Commission on August 11, 2004 (the "Initial Statement") by the Reporting Persons (as defined herein). This Amendment No. 1 is being filed by the Reporting Persons to supplementally amend the disclosure in Items 2, 3, 5, 6 and 7 hereof. These items are being amended, in part, to reflect a decrease in the total issued and outstanding Shares beneficially owned by the Reporting Persons, which resulted when the Issuer issued approximately 14,450,859 additional Shares in connection with the private placement transaction described in Item 6 hereof. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows: Item 2. Identity and Background. This Amendment No. 1 is being filed by each of the following persons (collectively, the "Reporting Persons"): (a) Rizvi-DS, LLC ("Rizvi-DS"); and (b) Suhail Rizvi ("Mr. Rizvi"). Mr. Rizvi serves as the sole managing member of each of Rizvi-DS and R-2 Group Holdings, LLC ("R-2 Group"). In such capacity, Mr. Rizvi may be deemed the beneficial owner of Shares held for the accounts of each of Rizvi-DS and R-2 Group. Since August 11, 2004 (the date of the most recent filing on Schedule 13D), R-2 Group acquired certain of the Issuer's securities in a private placement transaction as set forth in Item 6 hereof. Item 3. Source and Amount of Funds or Other Consideration. R-2 Group expended $150,000.00 of its working capital to purchase the securities reported herein as having been acquired since August 11, 2004 (the date of the most recent filing on Schedule 13D), as set forth in Item 6 hereof. Item 5. Interest in Securities of the Issuer. According to information provided by the Issuer, the number of Shares outstanding is 37,647,233 as of September 15, 2004. (a) (i) Rizvi-DS may be deemed the beneficial owner of 1,318,144 Shares (approximately 3.5% of the total number of Shares outstanding). (ii) Mr. Rizvi may be deemed the beneficial owner of 2,243,433 Shares (approximately 5.9% of the total number of Shares outstanding assuming the exercise of all of the securities held for his account and the accounts of each of Rizvi-DS and R-2 Group). Of this amount, (A) 1,318,144 Shares are held for the account of Rizvi-DS; (B) 433,526 Shares are held for the account of R-2 Group; (C) 441,763 Shares are issuable upon the exercise of (x) a warrant to purchase 216,763 Shares and (y) a warrant to purchase 225,000 Shares, each held for the account of R-2 Group; and (D) 50,000 Shares are issuable upon the exercise of an option to purchase 50,000 Shares held for the account of Mr. Rizvi. (b) (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. Page 5 of 7 Pages (ii) Mr. Rizvi may be deemed to have the sole power to direct the voting and disposition of the 2,243,433 Shares held for his personal account and the accounts of each of Rizvi-DS and R-2 Group. (c) Except as set forth in Item 6 hereof, there have been no transactions effected with respect to the Shares since August 11, 2004 (the date of the most recent filing on Schedule 13D) 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) Rizvi-DS ceased to be a beneficial owner of 5% of the Shares on September 9, 2004. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Issuer has completed a private placement of its equity securities pursuant to a Securities Purchase Agreement, dated September 9, 2004 (the "Purchase Agreement"), by and among the Issuer and the purchasers named on the signature pages thereto (the "Investors"), a copy of which is incorporated by reference to Exhibit B herein. Under the terms of the Purchase Agreement, the Issuer sold to the Investors an aggregate of 14,450,858 Shares and warrants to purchase an aggregate of 7,225,426 Shares. The Issuer sold to R-2 Group, one of the Investors, 433,526 Shares and warrants to purchase 216,763 Shares in exchange for an aggregate purchase price of $150,000.00. Item 7. Material to be Filed as Exhibits. The Exhibit Index is incorporated herein by reference. Page 6 of 7 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 1 is true, complete and correct. Date: September 28, 2004 RIZVI-DS, LLC By: /s/ Suhail Rizvi ------------------------------ Name: Suhail Rizvi Title: Managing Member Date: September 28, 2004 SUHAIL RIZVI /s/ Suhail Rizvi --------------------------------------- Page 7 of 7 Pages EXHIBIT INDEX B. Securities Purchase Agreement, dated September 9, 2004, by and among the Issuer and the purchasers named on the signature pages thereto, incorporated herein by reference to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2004. -----END PRIVACY-ENHANCED MESSAGE-----