-----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, T81RNQDzhy6GwkyeYipjGG2KtJBpzWSAy46jA0OeeY1oBtm85A70P6CGwNL9n7Gp HvR8qQc4Ji33ZDHKhj+8xw== 0000897069-97-000154.txt : 19970329 0000897069-97-000154.hdr.sgml : 19970329 ACCESSION NUMBER: 0000897069-97-000154 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970328 SROS: NASD GROUP MEMBERS: BRAMAH GORDON L GROUP MEMBERS: BRAMAH INCORPORATED GROUP MEMBERS: BRAMAH LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL BIOMETRICS INC CENTRAL INDEX KEY: 0000868373 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 411545069 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41256 FILM NUMBER: 97566833 BUSINESS ADDRESS: STREET 1: 5600 ROWLAND RD CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 6129320888 MAIL ADDRESS: STREET 2: 5600 ROWLAND RD CITY: MINNETONKA STATE: MN ZIP: 55343 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRAMAH GORDON L CENTRAL INDEX KEY: 0001012379 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O FOLEY & LARDNER STREET 2: 330 N WABAASH SUITE 3300 CITY: CHICAGO STATE: IL ZIP: 60611-3608 BUSINESS PHONE: 3127551900 MAIL ADDRESS: STREET 1: C/O FOLEY & LARDNER STREET 2: 330 N WABASH SUITE 3300 CITY: CHICAGO STATE: IL ZIP: 60611-3608 SC 13D/A 1 DIGITAL BIOMETRICS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Digital Biometrics, Inc. (Name of Issuer) Common Stock. (Title of Class of Securities) 253833 10 7 (CUSIP Number) Stephen M. Slavin, Foley & Lardner, 330 N. Wabash Avenue, Chicago, IL 60611 (312) 755-1900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 18, 1997 (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). CUSIP No. 253833 10 7 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gordon L. Bramah 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom 7 SOLE VOTING POWER NUMBER OF 500 8 SHARED VOTING POWER SHARES 1,052,935 (with Bramah Limited) BENEFICIALLY 9 SOLE DISPOSITIVE POWER OWNED BY 500 EACH 10 SHARED DISPOSITIVE POWER REPORTING 1,052,935 (with Bramah Limited) PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,053,435 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bramah Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom 7 SOLE VOTING POWER NUMBER OF SHARES 0 8 SHARED VOTING POWER BENEFICIALLY 1,052,935 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 1,052,935 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,052,935 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bramah Incorporated 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES 0 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 2 -- Identity and Background Bramah Incorporated is in the process of being liquidated. In connection with its liquidation, Bramah Incorporated transferred the Digital Biometrics, Inc. ("DBI") securities it held as of March 18, 1997 to Bramah Limited, the parent of Bramah Incorporated, as a liquidating distribution. Bramah Incorporated accordingly has no further interest in any securities of DBI, and further references in this Amendment or any subsequent amendment to "Reporting Persons" shall not include Bramah Incorporated. Item 5 -- Interest in Securities of the Issuer The total number of shares beneficially owned by Mr. Bramah is 1,053,435, which number includes 1,052,935 shares held directly by Bramah Limited and 500 shares of restricted stock held by Mr. Bramah, personally. On the following dates, Bramah Incorporated sold in open market transactions the number of shares of DBI stock set forth opposite each such date: Date Shares Sold November 1, 1996 5,000 November 4, 1996 10,000 November 5, 1996 20,000 December 10, 1996 65,000 On March 18, 1997, Bramah Incorporated distributed 895,435 shares of Common Stock to Bramah Limited as a liquidating distribution in connection with its planned liquidation. With the 157,000 shares of Common Stock previously held by Bramah Limited, the liquidating distribution brings Bramah Limited's direct holdings in DBI to 1,052,935 shares of Common Stock. Under Rule 13d-3(a) of the General Rules and Regulations under the Act, the Reporting Persons may be deemed to have shared power to vote and dispose of the shares owned by the other Reporting Persons, and shares owned by one Reporting Person may be deemed to be beneficially owned by other Reporting Persons. Each Reporting Person otherwise expressly disclaims beneficial ownership of any shares other than the shares held directly by that Reporting Person. The aggregate number of shares held by the Reporting Persons is 1,053,435 shares, representing, according to information provided by DBI in its most recent filing on Form 10-K, approximately 9.3% of the outstanding shares of Common Stock. Except as described above in Item 4 and this Item 5, to the best of their knowledge, none of the Reporting Persons own any shares of Common Stock or rights to acquire Common Stock and none of the Reporting Persons, nor any of their respective executive officers, directors or majority- owned subsidiaries, has effected any transactions in Common Stock during the past sixty (60) days. 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. Dated: March 28, 1997 BRAMAH LIMITED By: /s/ Stephen M. Slavin Its Attorney-in-Fact BRAMAH INCORPORATED By: /s/ Stephen M. Slavin Its Attorney-in-Fact /s/ Stephen M. Slavin Gordon L. Bramah, personally, by his Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----