0000950149-95-000566.txt : 19950914 0000950149-95-000566.hdr.sgml : 19950914 ACCESSION NUMBER: 0000950149-95-000566 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950908 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DENSE PAC MICROSYSTEMS INC CENTRAL INDEX KEY: 0000784770 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330033759 STATE OF INCORPORATION: CA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38445 FILM NUMBER: 95571833 BUSINESS ADDRESS: STREET 1: 7321 LINCOLN WAY CITY: GARDEN GROVE STATE: CA ZIP: 92641 BUSINESS PHONE: 7148980007 MAIL ADDRESS: STREET 2: 7321 LINCOLN WAY CITY: GARDEN GROVE STATE: CA ZIP: 92641 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EUROVENTURES BENELUX II B V CENTRAL INDEX KEY: 0000933695 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: JULIANAPLEIN 10 STREET 2: 5211 BCS CITY: HERTOGENBOSCH STATE: P7 ZIP: 00000 MAIL ADDRESS: STREET 1: COBLENTZ CAHEN MCCABE & BREYER STREET 2: 222 KEARNY STREET 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108 SC 13D/A 1 EUROVENTURES BENELUX II BV 1 OMB APPROVAL -------------------------- OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form.......14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6)* Dense-Pac Microsystems, Inc. ------------------------------ (Name of Issuer) Common Stock, no par value ------------------------------ (Title of Class of Securities) 248719 106 ------------------------------ (CUSIP Number) Jon R. Tandler, Esq. Coblentz, Cahen, McCabe & Breyer 222 Kearny Street, Suite 700, San Francisco, CA 94108 (415/391-4800) -------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 30, 1995 ------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). 1 of 9 SEC 1746 (12-91) 2 SCHEDULE 13D CUSIP NO. 248719 106 Page 2 of 9 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Euroventures Benelux Team B.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Belgium 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 6,101,980* See Item 2 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 6,101,980* See Item 2 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,101,980* See Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.28% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 OF 7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 OMB APPROVAL -------------------------- OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form.......14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 8)* Dense-Pac Microsystems, Inc. ------------------------------ (Name of Issuer) Common Stock, no par value ------------------------------ (Title of Class of Securities) 248719 106 ------------------------------ (CUSIP Number) Jon R. Tandler, Esq. Coblentz, Cahen, McCabe & Breyer 222 Kearny Street, Suite 700, San Francisco, CA 94108 (415/391-4800) -------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 30, 1995 ------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). 3 of 9 SEC 1746 (12-91) 4 SCHEDULE 13D CUSIP NO. 248719 106 Page 4 of 9 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Euroventures Benelux I B.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Belgium 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 6,101,980* See Item 2 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 6,101,980* See Item 2 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,101,980* See Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.28% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 OF 7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 5 OMB APPROVAL -------------------------- OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form.......14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7)* Dense-Pac Microsystems, Inc. ------------------------------ (Name of Issuer) Common Stock, no par value ------------------------------ (Title of Class of Securities) 248719 106 ------------------------------ (CUSIP Number) Jon R. Tandler, Esq. Coblentz, Cahen, McCabe & Breyer 222 Kearny Street, Suite 700, San Francisco, CA 94108 (415/391-4800) -------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 30, 1995 ------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). 5 of 9 SEC 1746 (12-91) 6 SCHEDULE 13D CUSIP NO. 248719 106 Page 6 of 9 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Euroventures Benelux II B.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Belgium 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 6,101,980* See Item 2 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 6,101,980* See Item 2 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,101,980* See Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.28% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 OF 7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 7 INTRODUCTORY STATEMENT This Amendment to Statement on Schedule 13D of Euroventures Benelux Team B.V. ("Team"), Euroventures Benelux I B.V. ("EB-I") and Euroventures Benelux II B.V. ("EB-II") is filed with respect to recent sales by EB-I and EB-II of an aggregate of three hundred thirty-nine thousand (339,000) shares of Common Stock of Dense-Pac Microsystems, Inc., a California corporation (the "Company"). ITEM 1. SECURITY AND ISSUER. This Statement is filed as to the beneficial ownership of shares of Common Stock of the Company by Team, EB-I and EB-II. The Company's principal business address is 7321 Lincoln Way, Garden Grove, California 92641. ITEM 2. IDENTITY AND BACKGROUND. EB-I and EB-II are Netherlands corporations whose address is Julianaplein 10, 5211 BC's-Hertogenbosch, Netherlands. EB-I and EB-II are venture capital funds. Team is the investment manager of EB-I and EB-II and has both voting and investment power over their shares of the Company's Common Stock. Notwithstanding that Team is the investment manager of EB-I and EB-II, the voting and investment of Company shares held, respectively, by EB-I and EB-II are managed independently and EB-I and EB-II disclaim any beneficial ownership or any other interest in Company shares held by the other. During the last five years, neither Team, EB-I nor EB-II has been convicted in a criminal proceeding or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or the finding of any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Because this Statement is reporting sales, as opposed to purchases of Company shares, this Item is not applicable. ITEM 4. PURPOSE OF TRANSACTIONS. EB-I sold 90,000 shares at $4.625, 56,986 shares at $4.438 and 30,000 shares at $4.395 on August 30, August 31 and September 1, respectively under Rule 144 under the Securities Act of 1933, as amended (the "Act"). EB-II sold 78,014 shares at 7 of 9 8 $4.438, 69,000 shares at $4.395 and 15,000 shares at $4.468 on August 31, September 1 and September 5, respectively under Rule 144 under the Act. It is possible that EB-1 and/or EB-II may in the future acquire additional shares or attempt to dispose of shares of Company Common Stock from time to time in the open market, in privately negotiated transactions or otherwise. Neither Team, EB-I nor EB-II has any present intention to engage in any of the actions contemplated by Instruction No. 4 to Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(b) Team, EB-I and EB-II beneficially own and share voting and investment power over 6,101,980 shares (including 900,000 shares which EB-II has the right to acquire pursuant to a Warrant Agreement between EB-II and the Company dated November 14, 1994) or 39.28% of the Company's Common Stock as a result of EB-I's and EB-II's dispositions of shares of the Company's Common Stock. The percentage ownership in the Company has been calculated using the number of shares of the Common Stock outstanding as disclosed in the Company's Report on Form 10-QSB for the quarter ended May 31, 1995. (c) See Item 4. (d) Not Applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See Item 2. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. 8 of 9 9 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. EUROVENTURES BENELUX TEAM B.V. DATE: SEPTEMBER 7, 1995 /s/ ROGER G. CLAES --------------------------------- ROGER G. CLAES, MANAGING DIRECTOR EUROVENTURES BENELUX I B.V. DATE: SEPTEMBER 7, 1995 /s/ ROGER G. CLAES --------------------------------- ROGER G. CLAES, MANAGING DIRECTOR EUROVENTURES BENELUX II B.V. DATE: SEPTEMBER 7, 1995 /s/ ROGER G. CLAES --------------------------------- ROGER G. CLAES, MANAGING DIRECTOR (SIGNATURE PAGE TO AMENDMENTS TO SCHEDULE 13D OF THE ABOVE-ENTITIES) 9 of 9