-----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, AcCqHPz/qNixMuC0G6TPjAy2LnLuNGm96WRMQ5Z7XqNO7qMR1toSWETQ5c1Fvp7w sBmEv4anjR5zU88Nd/DTkQ== 0001011438-04-000323.txt : 20041004 0001011438-04-000323.hdr.sgml : 20041004 20041001174102 ACCESSION NUMBER: 0001011438-04-000323 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041004 DATE AS OF CHANGE: 20041001 GROUP MEMBERS: KENT A. SAVAGE 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: 041059736 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: SAVAGE KENT A CENTRAL INDEX KEY: 0001114650 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7600A NORTH CAPITAL OF TEXAS HIGHWAY CITY: AUSTIN STATE: TX ZIP: 78731 BUSINESS PHONE: 5124938370 MAIL ADDRESS: STREET 1: 7600A NORTH CAPITAL OF TEXAS HIGHWAY CITY: AUSTIN STATE: TX ZIP: 75201 SC 13D/A 1 sch13da.txt 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, Esq. 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) KENT A. SAVAGE 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; PF 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 3,014,268 Beneficially 8 Shared Voting Power Owned By Each 0 Reporting 9 Sole Dispositive Power Person 3,014,268 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,014,268 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 7.6% 14 Type of Reporting Person (See Instructions) IN PAGE 2 OF 7 PAGES This Amendment No. 1 to Schedule 13D relates to the common stock, 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 Person (as defined herein). This Amendment No. 1 is being filed by the Reporting Person to supplementally amend the disclosure in Items 2, 3, 5, 6 and 7 hereof. These items are being amended as a result of an increase of at least one percent in the Reporting Person's beneficial ownership of the Shares that are issued and outstanding. 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 Kent A. Savage (the "Reporting Person"). The Reporting Person is the general partner of Savage Interests, LP, a Texas limited partnership ("Savage Interests") and is therefore deemed to be the beneficial owner of securities held for the account of Savage Interests. Since August 11, 2004 (the date of the Reporting Person's most recent filing on Schedule 13D), Savage Interests 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. The Reporting Person expended $14,610.00 of his personal funds to purchase certain of 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 Annex A hereto. Savage Interests expended $349,999.76 of its working capital to purchase certain of 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. The information set forth in Item 6 hereof is hereby incorporated by reference into this Item 5. According to information provided by the Issuer, the number of Shares outstanding is 37,647,233 as of September 15, 2004. (a) The Reporting Person may be deemed the beneficial owner of 3,014,268 Shares (approximately 7.6% of the total number of Shares outstanding assuming the exercise of all of the securities held for his personal account or the account of Savage Interests). This number consists of: (i) 1,378,994 Shares issuable upon the exercise of options that are currently exercisable (or that will become exercisable within 60 days) and that were issued for the account of the Reporting Person pursuant to the Stock Option Agreement; (ii) 91,933 Shares issuable upon the exercise of options that are currently exercisable (or that will become exercisable within 60 days) and that were issued for the account of the Reporting Person pursuant to the Issuer's 2004 Stock Incentive Plan; (iii) 1,011,560 Shares issued for the account of Savage Interests pursuant to the Purchase Agreement (as defined in Item 6 hereof); and (iv) 505,780 Shares issuable upon the exercise of a warrant issued for the account of Savage Interests pursuant to the Purchase Agreement. PAGE 4 OF 7 PAGES (b) The Reporting Person may be deemed to have the sole power to direct the voting and disposition of the 3,014,268 Shares held for his personal account and the account of Savage Interests. (c) Except as set forth in Annex A hereto, there have been no transactions with respect to the Shares since August 11, 2004 (the date of the most recent filing on Schedule 13D) by the Reporting Person. (d) Not applicable. (e) Not applicable. 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 C 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 Savage Interests, one of the Investors, 1,011,560 Shares and warrants to purchase 505,780 Shares in exchange for an aggregate purchase price of $349,999.76. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The Exhibit Index is incorporated herein by reference. PAGE 5 OF 7 PAGES SIGNATURE 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 30, 2004 KENT A. SAVAGE /s/ Kent A. Savage ---------------------------- /S/ KENT A. SAVAGE PAGE 6 OF 7 PAGES EXHIBIT INDEX C. 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. PAGE 7 OF 7 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 Kent A. Savage. August 19, 2004 Open Market Purchase 5,000 $0.57 Kent A. Savage. August 19, 2004 Open Market Purchase 21,000 $0.56 Savage Interests, LP September 9, 2004 Private Purchase * * - ------------------ * Savage Interests, LP expended an aggregate of $349,999.76 to purchase 1,011,560 shares of common stock and warrants to purchase 505,780 shares of common stock.
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