-----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, J6iKB3ISUMdYh5kNFfKjyQM2YrYvu3iWkCJQoAzA9Lu2mA2I1ZvMdpqUMCQ9sMU+ ixzxg4ep5fRov8H4MUr4tA== 0001045969-00-000145.txt : 20000223 0001045969-00-000145.hdr.sgml : 20000223 ACCESSION NUMBER: 0001045969-00-000145 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DATAKEY INC CENTRAL INDEX KEY: 0000704914 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 411291472 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35977 FILM NUMBER: 550313 BUSINESS ADDRESS: STREET 1: 407 W TRAVELERS TRAIL CITY: BURNSVILLE STATE: MN ZIP: 55337 BUSINESS PHONE: 6128906850 MAIL ADDRESS: STREET 1: 407 WEST TRAVELERS TRAIL CITY: BURNSVILLE STATE: MN ZIP: 55337 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIPKIN RAYMOND A CENTRAL INDEX KEY: 0001056046 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 161 FERNDALE AVE SOUTH CITY: WAYZATA STATE: MN ZIP: 55391 BUSINESS PHONE: 6124764558 MAIL ADDRESS: STREET 1: 161 FERNDALE AVE SOUTH CITY: WAYZATA STATE: MN ZIP: 55391 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A Under the Securities Exchange Act of 1934 (Amendment No 1 )* --- Datakey, Inc. ------------------- (Name of Issuer) Common Stock, $.05 Par Value ---------------------------- (Title of Class of Securities) 237909 10 6 ---------------- (CUSIP Number) Thomas G. Lovett IV Lindquist & Vennum P.L.L.P. 4200 IDS Center 80 South Eighth Street Minneapolis, Minnesota 55402 Telephone: (612) 371-3273 Fax Number: (612) 371-3207 -------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 11, 2000 ------------------------------------ (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.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 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 in 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 8 Pages - ----------------------------- --------------------------- CUSIP No. 23709 10 6 13D Page 2 of 8 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (entities only) Raymond A. Lipkin - --------- --------------------------------------------------------------------- 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 - --------- --------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - --------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Raymond A. Lipkin is a citizen of the United States. - --------- --------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 661,000 SHARES --------- ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 10,000 REPORTING --------- ------------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH: 661,000 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 10,000 - --------- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 671,000 - --------- --------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ] - --------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.1% - --------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (see instructions) IN - --------- --------------------------------------------------------------------- - ----------------------------- --------------------------- CUSIP No. 23709 10 6 13D Page 3 of 8 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (entities only) Caroline M. Lipkin - --------- --------------------------------------------------------------------- 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 - --------- --------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - --------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Caroline A. Lipkin is a citizen of the United States. - --------- --------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 10,000 SHARES --------- ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -0- REPORTING --------- ------------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH: 10,000 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - --------- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000 - --------- --------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [X] - --------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .17% - --------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (see instructions) IN - --------- --------------------------------------------------------------------- ITEM 1. Security and Issuer This statement relates to shares of the common stock, par value $0.05 per share (the "Common Stock") and immediately exercisable warrants, each for purchase of one share of Common Stock (the "Warrants"), of Datakey, Inc., a Minnesota corporation (the "Issuer"). The Issuer's principal executive offices are located at 407 West Travelers Trail, Burnsville, Minnesota 55337-2554. ITEM 2. Identity and Background (a) Name. This statement is being filed by Raymond A. Lipkin. (b) Address: Mr. Lipkin's address is 161 Ferndale Avenue South, Wayzata, Minnesota 55391. (c) Mr. Lipkin is retired. He was previously employed as an investment advisor. (d) During the last five years, Mr. Lipkin has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) (e) During the last five years, Mr. Lipkin has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws. (f) Citizenship. Mr. Lipkin is a citizen of the United States. Identity and Background - Reporting Persons Holding Less than 5% of the Issuer's Outstanding Shares Caroline M. Lipkin (a) Name: Caroline M. Lipkin (b) Residence Address: c/o Raymond A. Lipkin, 161 Ferndale Avenue South, Wayzata, Minnesota 55391. (c) Principal Occupation: Ms. Lipkin is a photographer. (d) Criminal Convictions: None (e) Civil Proceedings: None (f) Citizenship: Ms. Lipkin is a citizen of the United States. Page 4 of 8 Pages ITEM 3. Source And Amount of Funds or Other Consideration On February 11, 2000, Mr. Lipkin purchased 96,000 shares of Common Stock of the Issuer in a private placement by the Issuer. As part of the purchase, Mr. Lipkin also received 96,000 Warrants, each for purchase of one share of Common Stock of the Issuer. These shares and Warrants are in addition to Common Stock and Warrants previously purchased by Mr. Lipkin which have been previously reported. Pursuant to an offer by the Issuer in June 1999, Mr. Lipkin exchanged 22,000 Warrants for 22,000 shares of Common Stock. The securities reported in this filing reflect this exchange and include Mr. Lipkin's previous holdings of 309,000 shares of Common Stock and 160,000 Warrants for purchase of Common Stock of the Issuer. On January 6, 2000, Caroline M. Lipkin purchased 10,000 shares of Common Stock of the Issuer in an open market transaction. ITEM 4. Purpose of Transaction All of the reporting persons named in this filing have acquired the securities described in Items 1 and 5 of this Schedule 13D for personal investment purposes. All of the reporting persons named herein may, from time to time, (1) acquire additional shares of Common Stock (subject to availability at prices deemed favorable to such persons) in the open market, in privately negotiated transactions, or otherwise, or (2) attempt to dispose of shares of Common Stock or Warrants in the open market, in privately negotiated transactions or otherwise. None of the reporting persons named herein have present plans or intentions that would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. Interest in Securities of the Issuer (a) On February 11, 2000, Mr. Lipkin purchased 96,000 shares of Common Stock of the Issuer. The purchase also entitled Mr. Lipkin to 96,000 Warrants, each for purchase of one share of Common Stock of the Issuer. As of the date of this filing, Mr. Lipkin beneficially owns 671,000 securities, including 415,000 shares of Common Stock and 256,000 Warrants for purchase of shares of Common Stock, exercisable within 60 days of this filing, representing approximately 11.0% of the outstanding shares of Common Stock of the Issuer. This percentage is based upon 5,791,772 shares of Common Stock outstanding, as reported by the Issuer in its Quarterly Report on Form 10-QSB filed with the Commission for the quarter ended October 2, 1999. On January 6, 2000, Caroline M. Lipkin purchased 10,000 shares of Common Stock of the Issuer in an open market transaction. Ms. Lipkin beneficially owns less than 1% of the outstanding securities of the Issuer. Page 5 of 8 Pages (b) As of the date of this filing, the reporting persons named herein own the following shares of Common Stock of the Issuer: Shares Percentage of Name Owned Outstanding Shares ---- ----- ------------------ Raymond A. Lipkin 671,000* 11.1% Caroline M. Lipkin 10,000 (Less than 1%) *Includes 256,000 Warrants immediately exercisable for purchase of Common Stock on an as converted basis. This report is being filed with respect to the foregoing 671,000 shares of Common Stock and Warrants of the Issuer, of which (i) 405,000 shares of Common Stock and 256,000 Warrants to purchase Common Stock are owned by Mr. Lipkin directly and are subject to his sole voting and dispositive power, and (ii) 10,000 shares are held by or on behalf of Caroline M. Lipkin and with respect to which Mr. Lipkin has management and shared voting power. Mr. Lipkin disclaims beneficial ownership with respect to the 10,000 shares purchased by Caroline M. Lipkin and Ms. Lipkin hereby disclaims beneficial ownership of all other securities identified in this filing except the 10,000 shares purchased in her name. (c) Transactions in the Common Stock effected by the named reporting persons in the last 60 days are described above and were effected either in open market purchases or as a result of a private placement by the Issuer. Other than as described above, the named reporting persons have not effected any transactions in the securities of the Issuer during the past sixty days. (d) Not applicable. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Mr. Lipkin has an understanding with certain family members described in Items 5(b) and (d) above for management of their respective holdings of the Common Stock of the Issuer. Mr. Lipkin does not otherwise have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer. ITEM 7. Materials to be filed as Exhibits Exhibit 1 Joint Filing Agreement. Page 6 of 8 Pages SIGNATURE --------- After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. February 21, 2000 /s/ Raymond A. Lipkin --------------------- Raymond A. Lipkin February 21, 2000 /s/ Caroline M. Lipkin ---------------------- Caroline M. Lipkin Page 7 of 8 Pages Exhibit 1 to Schedule 13D/A JOINT FILING AGREEMENT The undersigned parties hereby agree that this Schedule 13-D/A relating to securities of Datakey, Inc. shall be filed on behalf of each of them. February 21, 2000 /s/ Raymond A. Lipkin --------------------- Raymond A. Lipkin February 21, 2000 /s/ Caroline M. Lipkin ---------------------- Caroline M. Lipkin Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----