-----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, PDj6Quc5FpI+JNnMvqHKwlcW4NAgPbEcdK1dkY2pDlRNNA4A/tMdJGYDCdlllRWI 2+s2EV01lXC2455RwSFCYg== 0000950134-04-014625.txt : 20041006 0000950134-04-014625.hdr.sgml : 20041006 20041006133706 ACCESSION NUMBER: 0000950134-04-014625 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041006 DATE AS OF CHANGE: 20041006 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: 041067879 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GORMAN JOHN JOSEPH CENTRAL INDEX KEY: 0001134999 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2700 VIA FORTUNA STREET 2: STE 400 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5123068222 MAIL ADDRESS: STREET 1: 2700 VIA FORTUNA STREET 2: STE 400 CITY: AUSTIN STATE: TX ZIP: 78746 SC 13D/A 1 d18907sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 1)

Digital Lifestyles Group, Inc.


(Name of Issuer)

Common Stock, $.03 par value


(Title of Class of Securities)

25387J 10 8


(Cusip Number)

John Joseph Gorman
2700 Via Fortuna, Suite 400
Austin, Texas 78746


(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 5, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).

 


 

             
CUSIP No. [Insert CUSIP Number] 13D

  1. Name of Reporting Person:
John Joseph Gorman and Tamra I. Gorman
I.R.S. Identification Nos. of above persons (entities only):

  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  

  3. SEC Use Only:

  4. Source of Funds (See Instructions):
PF

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

  6. Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
2,770,231(A)

8. Shared Voting Power:
5,335,258(B)

9. Sole Dispositive Power:
2,770,231(A)

10.Shared Dispositive Power:
5,335,258(B)

  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
8,105,489(C)(D)

  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

  13.Percent of Class Represented by Amount in Row (11):
19.7%

  14.Type of Reporting Person (See Instructions):
IN

2


 

(A) Mr. Gorman has sole voting and dispositive power with respect to (i) 1,846,821 shares held directly by him and (ii) a Warrant to purchase 923,410 shares of Common Stock of the Issuer held directly by him.

(B) Mr. Gorman and his spouse, Tamra I. Gorman share voting and dispositive power with respect to (i) 1,445,086 shares held by Ryleigh Gorman Trust, a Trust organized under the laws of the State of Texas of which Mrs. Gorman is the sole trustee, (ii) a Warrant to purchase 722,543 shares of Common Stock of the Issuer held by Ryleigh Gorman Trust, a Trust organized under the laws of the State of Texas of which Mrs. Gorman is the sole trustee, (iii) 1,445,086 shares held by John Joseph Gorman V Trust, a Trust organized under the laws of the State of Texas of which Mrs. Gorman is the sole trustee, and (iv) a Warrant to purchase 722,543 shares of Common Stock of the Issuer held by John Joseph Gorman V Trust, a Trust organized under the laws of the State of Texas of which Mrs. Gorman is the sole trustee. Mr. Gorman beneficially owns approximately 58% of the common stock of Westech Capital Corporation and, as a result, may be deemed to beneficially own the shares of common stock that are beneficially owned by Westech Capital Corporation. Westech Capital Corporation has voting and dispositive power with respect to a Warrant to purchase 1,000,000 shares of Common Stock of the Issuer, which is held by Westech Capital Corporation.

(C) Mr. Gorman has sole voting and dispositive power with respect to (i) 1,846,821 shares held directly by him and (ii) a Warrant to purchase 923,410 shares of Common Stock of the Issuer held directly by him. Mr. Gorman and his spouse Tamra I. Gorman share voting and dispositive power with respect to (i) 1,445,086 shares held by Ryleigh Gorman Trust, a Trust organized under the laws of the State of Texas of which Mrs. Gorman is the sole trustee, (ii) a Warrant to purchase 722,543 shares of Common Stock of the Issuer held by Ryleigh Gorman Trust, a Trust organized under the laws of the State of Texas of which Mrs. Gorman is the sole trustee, (iii) 1,445,086 shares held by John Joseph Gorman V Trust, a Trust organized under the laws of the State of Texas of which Mrs. Gorman is the sole trustee, and (iv) a Warrant to purchase 722,543 shares of Common Stock of the Issuer held by John Joseph Gorman V Trust, a Trust organized under the laws of the State of Texas of which Mrs. Gorman is the sole trustee. Mr. Gorman beneficially owns approximately 58% of the common stock of Westech Capital Corporation and, as a result, may be deemed to beneficially own the shares of common stock that are beneficially owned by Westech Capital Corporation. Westech Capital Corporation has voting and dispositive power with respect to a Warrant to purchase 1,000,000 shares of Common Stock of the Issuer, which is held by Westech Capital Corporation.

(D) Mrs. Gorman may be deemed to beneficially own the shares of Common Stock which Mr. Gorman is deemed to beneficially own.

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SCHEDULE 13D

     This Amendment No. 1 to the Schedule 13D is being filed with the Securities Exchange Commission (the “SEC”) on behalf of John Joseph Gorman (“Mr. Gorman”) and Tamra I. Gorman (“Mrs. Gorman”) as an amendment to the Schedule 13D filed with the SEC on September 20, 2004 relating to Common Stock of Digital Lifestyles Group, Inc., a Delaware corporation (the “Issuer”) in connection with a private placement transaction that occurred on September 9, 2004.

Item 5. Interest in Securities of the Issuer

     Paragraphs (a) through (c) of Item 5 are hereby amended and supplemented by the following information:

     (a)      As of October 5, 2004, Mr. Gorman beneficially owned in the aggregate 8,105,489 shares of Common Stock (including (i) a Warrant to purchase 923,410 shares of Common Stock held by Mr. Gorman directly and Warrants to purchase 1,445,086 shares of Common Stock held by the Trusts and (ii) a Warrant to purchase 1,000,000 shares of Common Stock beneficially owned by Westech Capital Corporation that Mr. Gorman may be deemed to beneficially own), which represents 19.7% of the Issuer’s outstanding Common Stock.

     (b)      The response of Mr. Gorman and Mrs. Gorman to Items (7) through (11) of the cover page to this Amendment No. 1 to Schedule 13D are incorporated herein by reference.

     (c)      During the past 60 days Mr. Gorman has effected the following transactions with respect to the Common Stock:

                 
Holder
  Date
  Transaction
  Shares
  Price
Mr. Gorman
  10/04/2004   Sell   560,693 shares
of Common
Stock
  $0.346
 
               
Mr. Gorman
  10/04/2004   Sell   a Warrant to
purchase 280,347
shares of
Common Stock
  $0.00 (the Warrant was sold along with the Shares)
 
               
Tejas Securities
Group Inc. (*)
  10/04/2004   Sell   450,867 shares
of Common
Stock
  $0.346
               
 Tejas Securities
Group Inc.(*)
  10/04/2004   Sell   a Warrant to
purchase 225,433
shares of
Common Stock
  $0.00 (the Warrant was sold along with the Shares)

     (*) Mr. Gorman beneficially owns approximately 58% of the common stock of Westech Capital Corporation and, as a result, may be deemed to beneficially own the shares of common stock that are beneficially owned by Westech Capital Corporation. Tejas Securities Group Inc. is a wholly-owned subsidiary of Westech Capital Corporation.

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SIGNATURES

     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 6, 2004
         
     
  By:   /s/ JOHN JOSEPH GORMAN   
    John Joseph Gorman   
       
 
     
  By:   /s/ TAMRA I. GORMAN    
    TAMRA I. GORMAN   
       
 

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