SC 13D/A 1 crippen13d.htm CRIPPEN Schedule 13D
SEC 1746 (11-02) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13D




Under the Securities Exchange Act of 1934 
(Amendment No.
2 )*


 


 


Digital Fusion, Inc.









(Name of Issuer)


 


Common Stock, $.01 par value









(Title of Class of Securities)


 


25386R-10-1









(CUSIP Number)


 


Richard B. Hadlow, Esq.


Holland & Knight LLP


100 N. Tampa Street, Suite 4100


Tampa, Florida 33602









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


 


9/15/2003









(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 sections 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
  section 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. 25386R-10-1

  

    
      

    

  

    

    1.
    Names of Reporting Persons. I.R.S. Identification Nos. of
      above persons (entities only).

  

    

    

    Roy E. Crippen III

  

    
      

    

  

    

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

  

    

    

    (a)
     

  

    

    

    (b)
     

  

    
      

    

  

    

    3.
    SEC Use Only 

  

    
      

    

  

    

    4.
    Source of Funds (See Instructions)  OO & 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 Citizen

  

    
      

    

  

    Number of
Shares
Beneficially
Owned
      by
Each
Reporting
Person With

  

    7.
    
    
Sole Voting Power                                                                                     
    275,000

  

    
      

    

  

    8.
    Shared Voting Power                                                                                 
    801,628

  

    
      

    

  

    9.
    Sole Dispositive Power                                                                               
    275,000

  

    
      

    

  

    10.
    Shared Dispositive Power                                                                           
    801,628

  

    
      

    

  

    

    11.
    Aggregate Amount Beneficially Owned by Each Reporting Person                    
    1,076,628

  

    
      

    

  

    

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

  

    
      

    

  

    

    13.
    Percent of Class Represented by Amount in Row (11)                                      
    14.5%

  

    
      

    

  

    

    14.
    Type of Reporting Person (See Instructions)
      
IN

  

    
      

    


 


 



  

  

  

  

  

  

  

    CUSIP No. 25386R-10-1

  

    
      

    

  

    

    1.
    Names of Reporting Persons. I.R.S. Identification Nos. of
      above persons (entities only).

  

    

    

    R.C.F., Inc.

  

    
      

    

  

    

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

  

    

    

    (a)
     

  

    

    

    (b)
     

  

    
      

    

  

    

    3.
    SEC Use Only 

  

    
      

    

  

    

    4.
    Source of Funds (See Instructions)  PF & OO

  

    
      

    

  

    

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

  

    
      

    

  

    

    6.
    Citizenship or Place of Organization  -  
    Nevada, United States

  

    
      

    

  

    Number of
Shares
Beneficially
Owned
      by
Each
Reporting
Person With

  

    7.
    Sole Voting Power                                                                                   
    -0-

  

    
      

    

  

    8.
    Shared Voting Power                                                                                 
    801,628

  

    
      

    

  

    9.
    Sole Dispositive Power                                                                              
    -0-

  

    
      

    

  

    10.
    Shared Dispositive Power                                                                          
    801,628

  

    
      

    

  

    

    11.
    Aggregate Amount Beneficially Owned by Each Reporting Person                     
    801,628

  

    
      

    

  

    

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

  

    
      

    

  

    

    13.
    Percent of Class Represented by Amount in Row (11)                                      
    11.2%

  

    
      

    

  

    

    14.
    Type of Reporting Person (See Instructions)
      
CO

  

    
      

    


 


 



  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

    

    CUSIP No. 25386R-10-1
    

  

    This Amendment No. 2 to Schedule 13D ("Amendment
    No. 2") amends and supplements and should be read in conjunction with the
    Schedule 13D as filed with the Securities and Exchange Commission on October
    12, 2001 as amended on February 2, 2003 (the "Schedule 13D") by  Roy E. Crippen, III ("Crippen") and R.C.F., Inc. ("RCF") (Crippen and RCF are
    sometimes individually referred to herein as a "Reporting Person," and
    collectively as the "Reporting Persons").
This Amendment No. 2 amends the
    Schedule 13D only with respect to those items listed below. All capitalized
    terms not otherwise defined herein shall have the meanings ascribed thereto
    in the Schedule 13D.

 

    

  

    Item 1.
    Shall be amended to Read:  

  

    Item 1. Security and Issuer.   
    This Schedule relates to the Common Stock (the "Common Stock") of Digital
    Fusion, Inc., a Delaware corporation (the "Issuer") whose principal
    executive offices are located at 4940-A Corporate Drive, Huntsville, Alabama
    35805.

  

    

  

    Item 2.
    Identity and Background

  

    

    (a) - No Change
     

  

    

    
    
(b) The address for Crippen is as
    follows:

                          
    4940-A Corporate Drive, Huntsville, Alabama 35805

    

      The address for RCF is as follows:

                          
    c/o Jones Vargas, 3773 Howard Hughes Parkway, Third

                          
    Floor, Las Vegas, Nevada 89109.

     

  

    

    (c) - No Change 
     

  

    

    (d) - No Change
     

  

    

    (e) - No Change
     

  

    

    (f) - No Change
     

  

    

  

    Item 3.
    Source and Amount of Funds or Other
  Consideration

  

    Item 3 shall be amended to add the following
    paragraph:
    
Crippen and RCF acquired beneficial ownership of an additional 29,870
    shares of Common Stock during September 2003, as a result of purchases made
    by R.C.F. Comapny Limited Partnership out of working capital. 
    As of September 15, 2003, Crippen's beneficial holdings include 275,000
    purchasable shares that are currently exercisable.

  

    

  

    Item 4.
    Purpose of Transaction  - No Change

  

    

  

    

  

    Item 5.
    Interest in Securities of the Issuer

  

    

    (a) See Items 11 and 13 of the
    applicable cover page.
     

  

    

    (b) See Items 7, 8, 9, and 10 of the
    applicable cover page
     

  

     
    (c) During the past six months RCF
    has effected the following  purchases of Digital Fusion stock on the
    open market by R.C.F. Company Limited Partnership:
     

  

    

    
    
Date

    
9/02/03

    
9/09/03

    
9/15/03

    
    
Shares Acquired

    
11,370 

    
13,500 

    
5,000 

    
    
Price per Share

    
$0.37

    
$0.35

    
$0.35

    
    
  Effected

    
Open Market

    
Open Market

    
Open Market

    
 

  

    

    (d) - No change
     

  

    

    (e) - Not applicable 
     

  

    

  

    Item 6.
    Contracts, Arrangements, Understandings or Relationships
      with Respect to Securities of the Issuer                               - No change

  

     

  

    Item 7.
    Material to Be Filed as Exhibits        

  

    - No change


Signature


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.




  

    

    
    
 

    
    
 

    
    
 September  23, 2003

  

    
      

    

    
      

    

    
      

    

  

    
    
 

    
    
 

    
    
Date

  

    
    
 

    
    
 

    
    
/s/Roy E. Crippen

  

    
      

    

    
      

    

    
      

    

  

    
    
 

    
    
 

    
    
Signature

  

    
    
 

    
    
 

    
    
 Roy E. Crippen, III

  

    
      

    

    
      

    

    
      

    

  

    
    
 

    
    
 

    
    
Name/Title






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. 



  

  

     
     
     September   23, 2003

  

    
    
    
    
    
      

    

  

     
     
    Date

  

     
     
    /s/Roy E. Crippen

  

    
    
    
    
    
      

    

  

     
     
    Signature

  

     
     
    
    
 Roy E. Crippen, III, 

    
aas President of RCF, Inc.

  

    
    
    
    
    
      

    

  

     
     
    Name/Title


The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

 


Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (See 18 U.S.C. 1001)