-----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, QDOmH2evClRulOUfluZEJWfMhMnEpSiWg4hzzRX1KPFz3iKnWX5FjDA08MPCn1RQ fJq44AaoxwTbQFljpRt1WA== 0000921530-04-000508.txt : 20041012 0000921530-04-000508.hdr.sgml : 20041012 20041012162354 ACCESSION NUMBER: 0000921530-04-000508 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041012 DATE AS OF CHANGE: 20041012 GROUP MEMBERS: J&M INTERESTS, LLC GROUP MEMBERS: MARC BARRY CROSSMAN GROUP MEMBERS: SAMUEL J. FURROW, JR. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: J & M INTERESTS LLC CENTRAL INDEX KEY: 0001272958 IRS NUMBER: 200029538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 5804 EAST SLAUSON AVE CITY: COMMERCE STATE: CA ZIP: 90040 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: 041075045 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_13da2-jandm.txt AMENDMENT NO. 2 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. 2)* 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 10 Pages SCHEDULE 13D Page 2 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) J&M INTERESTS, 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 United States Number of 7 Sole Voting Power Shares 2,928,411 Beneficially 8 Shared Voting Power Owned By 0 Each 9 Sole Dispositive Power Reporting 2,928,411 Person 10 Shared Dispositive Power With 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,928,411 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 7.4% 14 Type of Reporting Person (See Instructions) HC SCHEDULE 13D Page 3 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SAMUEL J. FURROW, JR. 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 United States Number of 7 Sole Voting Power Shares 2,978,411 Beneficially 8 Shared Voting Power Owned By 0 Each 9 Sole Dispositive Power Reporting 2,978,411 Person 10 Shared Dispositive Power With 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,978,411 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 7.5% 14 Type of Reporting Person (See Instructions) HC SCHEDULE 13D Page 4 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) MARC BARRY CROSSMAN 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 United States Number of 7 Sole Voting Power Shares 2,978,411 Beneficially 8 Shared Voting Power Owned By 0 Each 9 Sole Dispositive Power Reporting 2,978,411 Person 10 Shared Dispositive Power With 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,978,411 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 7.5% 14 Type of Reporting Person (See Instructions) HC Page 5 of 10 Pages This Amendment No. 2 to Schedule 13D ("Amendment No. 2") relates to the common stock, $0.03 par value per share (the "Shares"), of Digital Lifestyles Group, Inc. (formerly Northgate Innovations, Inc.), a Delaware corporation (the "Issuer"). This Amendment No. 2 supplementally amends the initial statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on December 22, 2003 (the "Initial Statement") by the Reporting Persons (as defined herein), as supplementally amended by Amendment No. 1 thereto filed with the Commission on August 19, 2004 ("Amendment No. 1") by the Reporting Persons. This Amendment No. 2 is being filed by the Reporting Persons to supplementally amend the disclosure in Items 2, 5 and 7 herein. These items are being supplementally amended to reflect: (a) a decrease in the percentage of issued and outstanding Shares beneficially owned by the Reporting Persons since August 19, 2004 (the date of the most recent filing on Schedule 13D by the Reporting Persons), which resulted when the Issuer issued approximately 14,450,859 additional Shares in connection with a private placement of its equity securities completed pursuant to a certain Securities Purchase Agreement, dated September 9, 2004, by and among the Issuer and the purchasers named on the signature pages thereto; (b) the omission of 1,856,865 Shares that had been included in the number of Shares beneficially owned by the Reporting Persons in Amendment No. 1, which number reflects an option held by J&M (as defined herein) to purchase certain ESOP stock that is recoverable by foreclosure by Mr. Andy Teng and is a contingent interest of J&M ; and (c) J&M's sale of warrants to purchase an aggregate of 450,000 Shares as set forth in Annex A hereto. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement, as amended by Amendment No. 1, is further supplementally amended as follows. Item 2. Identity and Background. This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (a) J&M Interests, LLC ("J&M"); (b) Mr. Samuel J. Furrow, Jr. ("Mr. Furrow"); and (c) Mr. Marc Barry Crossman ("Mr. Crossman"). This Amendment No. 2 relates to Shares held for the accounts of each of J&M, Mr. Furrow and Mr. Crossman. Item 5. Interest in Securities of the Issuer. According to information provided by the Issuer, the number of Shares outstanding was 37,647,233 as of October 1, 2004. (a) (i) J&M may be deemed the beneficial owner of 2,928,411 Shares (approximately 7.4% of the total number of Shares issued and outstanding), assuming the exercise of all of the securities held for its account. Page 6 of 10 Pages (ii) Mr. Furrow may be deemed the beneficial owner of 2,978,411 Shares (approximately 7.5% of the total number of Shares issued and outstanding). Of this amount, (A) 2,928,411 Shares are held for the account of J&M ; and (B) 50,000 Shares are held for Mr. Furrow's personal account; in each case, assuming the exercise of all of the securities held for the accounts of J&M and Mr. Furrow. (iii) Mr. Crossman may be deemed the beneficial owner of 2,978,411 Shares (approximately 7.5% of the total number of Shares issued and outstanding). Of this amount, (A) 2,928,411 Shares are held for the account of J&M ; and (B) 50,000 Shares are held for Mr. Crossman's personal account; in each case, assuming the exercise of all of the securities held for the accounts of J&M and Mr. Crossman. (b) (i) J&M may be deemed to have the sole power to direct the voting and disposition of the 2,928,411 Shares held for its account. (ii)Mr. Furrow may be deemed to have the sole power to direct the voting and disposition of the 2,978,411 Shares held for the account of J&M and his account. (iii) Mr. Crossman may be deemed to have the sole power to direct the voting and disposition of the 2,978,411 Shares held for the account of J&M and his account. (c) Except as set forth in Annex A hereto, there have been no transactions with respect to the Shares since August 19, 2004 (the date of the most recent filing on Schedule 13D by the Reporting Persons). (d) The members of J&M, including Mr. Furrow and Mr. Crossman, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of J&M in accordance with their membership interests in J&M. (e) Not applicable. Item 7. Material to Be Filed as Exhibits. The Exhibit Index is incorporated herein by reference. Page 7 of 10 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. 2 is true, complete and correct. Date: October 12, 2004 J&M INTERESTS, LLC By: /s/ Samuel J. Furrow, Jr. ---------------------------------- Name: Samuel J. Furrow, Jr. Title: Managing Member Date: October 12, 2004 SAMUEL J. FURROW, JR. /s/ Samuel J. Furrow, Jr. ------------------------------------------- Date: October 12, 2004 MARC CROSSMAN /s/ Marc Crossman ------------------------------------------- Page 8 of 10 Pages EXHIBIT INDEX Page ---- F. Joint Filing Agreement, dated as of October 12, 2004, by and among J&M Interests, LLC, Samuel J. Furrow, Jr., and Marc Barry Crossman. 9 Page 9 of 10 Pages ANNEX A RECENT TRANSACTIONS IN THE SECURITIES OF DIGITAL LIFESTYLES GROUP, INC. Date of Nature of Number of For the Account of Transaction Transaction Securities Price - ------------------ ----------- ----------- ---------- ----- J&M Interests, LLC September 9, 2004 Private Sale 225,000* $0.023 J&M Interests, LLC September 9, 2004 Private Sale 25,000* $0.023 J&M Interests, LLC October 8, 2004 Private Sale 200,000* $0.023 - --------- * J&M Interests, LLC sold warrants to purchase the number of shares of common stock listed above. Page 10 of 10 Pages EXHIBIT F JOINT FILING AGREEMENT The undersigned hereby agree that Amendment No. 2 to the Statement on Schedule 13D with respect to the Common Stock of Digital Lifestyles Group, Inc., dated as of September 29, 2004, is, and any further 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: October 12, 2004 J&M INTERESTS, LLC By: /s/ Samuel J. Furrow, Jr. ---------------------------------- Name: Samuel J. Furrow, Jr. Title: Managing Member Date: October 12, 2004 SAMUEL J. FURROW, JR. /s/ Samuel J. Furrow, Jr. ------------------------------------------- Date: October 12, 2004 MARC CROSSMAN /s/ Marc Crossman ------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----