-----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, QlgO4N8QcxohcmQaLqFvk3ZrLLhXEu/eMorVssNP+gZ+FSNa0nDZ52k7KcXOsaZC qAeQ1mHbPiRY/7OtuZYQsw== 0000895755-97-000014.txt : 19970222 0000895755-97-000014.hdr.sgml : 19970222 ACCESSION NUMBER: 0000895755-97-000014 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970214 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VARI L CO INC CENTRAL INDEX KEY: 0000917173 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 060678347 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44019 FILM NUMBER: 97532142 BUSINESS ADDRESS: STREET 1: 11101 E 51ST AVE CITY: DENVER STATE: CO ZIP: 80239 BUSINESS PHONE: 3033711560 MAIL ADDRESS: STREET 1: 11101 EAST 51ST AVENUE CITY: DENVER STATE: CO ZIP: 80239 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KISER JOSEPH H CENTRAL INDEX KEY: 0000939349 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: VARI L CO INC STREET 2: 11101 EAST 51ST ST CITY: DENVER STATE: CO ZIP: 80239 BUSINESS PHONE: 3033711560 MAIL ADDRESS: STREET 1: VARI L CO INC STREET 2: 11101 EAST 51ST ST CITY: DENVER STATE: CO ZIP: 80239 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Vari-L Company, Inc. (Name of Issuer) Common Stock, $.01 par value) (Title of Class of Securities) 922150 10 7 (CUSIP Number) 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Joseph H. Kiser 2) Check the Appropriate Box if a Member of a Group* Not Applicable (a) (b) 3) SEC USE ONLY 4) Citizenship or Place of Organization U.S. Number of Shares 5) Sole Voting Power 428,923 Beneficially Owned 6) Shared Voting Power 116,800 By Each Reporting 7) Sole Dispositive Power 428,923 Person With 8) Shared Dispositive Power 116,800 9) Aggregate Amount Beneficially Owned by Each Reporting Person 545,723 10) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares Not Applicable 11) Percent of Class Represented by Amount in Row (11) 13.9% 12) Type of Reporting Person IN 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Nora L. Kiser 2) Check the Appropriate Box if a Member of a Group* Not Applicable (a) (b) 3) SEC USE ONLY 4) Citizenship or Place of Organization U.S. Number of Shares 5) Sole Voting Power 116,800 Beneficially Owned 6) Shared Voting Power 0 By Each Reporting 7) Sole Dispositive Power 116,800 Person With 8) Shared Dispositive Power 0 9) Aggregate Amount Beneficially Owned by Each Reporting Person 116,800 10) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 11) Percent of Class Represented by Amount in Row (11) 3.1% 12) Type of Reporting Person IN AMENDMENT NO. 2 TO SCHEDULE 13G FOR JOSEPH H. KISER AND NORA L. KISER Item 1(a) Name of Issuer: Vari-L Company, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 11101 East 51st Avenue, Denver, Colorado 80239 Item 2(a) Name of Person Filing: Joseph H. Kiser and Nora L. Kiser. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of Mr. Kiser is 11101 East 51st Avenue, Denver, Colorado 80239. Mrs. Kiser's residence address is 4873 S. Crystal Street, Aurora, CO 80015. Item 2(c) Citizenship: Mr. Kiser is a United States Citizen. Mrs. Kiser is a United States Citizen. Item 2(d) Title of Class of Securities: Common Stock, $.01 par value. Item 2(e) CUSIP Number: 922150-10-7 Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Securities Exchange Act of 1934 (the "Act"). (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act. (c) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940. (d) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (e) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F) of the Act. (f) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G) of the Act. (g) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H) of the Act. Not applicable. Item 4 Ownership. (a) Amount Beneficially Owned: Mr. Kiser is the sole beneficial owner of 545,723 shares of Common Stock as of December 31, 1996. Includes 100,00 shares issuable to Mr. Kiser upon the exercise of outstanding stock options exercisable on December 31, 1996, or within 60 days thereafter. Also includes 116,800 shares beneficially owned by Mr. Kiser by virtue of his acting as co-trustee with Mrs. Kiser pursuant to certain trust agreements and 55,848 shares beneficially owned by Mr. Kiser by virtue of his acting as the sole trustee pursuant to certain other trust agreements. Mrs. Kiser is the beneficial owner of 116,800 shares of Common Stock as of December 31, 1996. All of such shares are beneficially owned by Mrs. Kiser by virtue of her acting as co-trustee with Mr. Kiser pursuant to certain trust agreements. (b) Percent of Class: Mr. Kiser shares represent 13.9% of the shares of Common Stock outstanding (based on the 3,805,838 shares of Common Stock reported to be outstanding on September 30, 1996 in the Vari-L Company, Inc. Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 1996 and 11,866 additional shares issued effective December 31, 1996.) Mrs. Kiser shares represent 3.1% of the shares of Common Stock outstanding (based on the 3,805,838 shares of Common Stock reported to be outstanding on September 30, 1996 in the Vari-L Company, Inc. Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 1996 and 11,866 additional shares issued effective December 31, 1996.) (c) Number of shares as to which Mr. Kiser has: (i) sole power to vote or to direct the vote: 428,923 shares. (ii) shared power to vote or to direct the vote: 116,800 shares. (iii) sole power to dispose or to direct the disposition of: 428,923 shares. (iv) shared power to dispose or to direct the disposition of: 116,800 shares. Number of shares as to which Mrs. Kiser has: (i) sole power to vote or to direct the vote: -0- shares. (ii) shared power to vote or to direct the vote: 116,800 shares. (iii) sole power to dispose or to direct the disposition of: -0- shares. (iv) shared power to dispose or to direct the disposition of: 116,800 shares. Item 5 Ownership of Five Percent or Less of a Class. Mr. Kiser continues to beneficially own more than five percent of the Common Stock. Mrs. Kiser has ceased to be a beneficial owner of more than five percent of the Common Stock. Item 6 Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8 Identification and Classification of Members of the Group. Not applicable. Item 9 Notice of Dissolution of Group. Not applicable. Item 10 Certification. Not applicable. Not filed pursuant to Rule 13d-1(b). 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. Dated: February 13, 1997 /s/Joseph H. Kiser Joseph H. Kiser Dated: February 13, 1997 /s/Nora L. Kiser Nora L. Kiser APPENDIX UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __) Vari-L Company, Inc. (Name of Issuer) Common Stock, $.01 par value) (Title of Class of Securities) 922150 10 7 (CUSIP Number) 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Joseph H. Kiser 2) Check the Appropriate Box if a Member of a Group* Not Applicable (a) (b) 3) SEC USE ONLY 4) Citizenship or Place of Organization U.S. Number of Shares 5) Sole Voting Power 529,393 Beneficially Owned 6) Shared Voting Power 175,000 By Each Reporting 7) Sole Dispositive Power 529,393 Person With 8) Shared Dispositive Power 175,000 9) Aggregate Amount Beneficially Owned by Each Reporting Person 704,393 10) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares Not Applicable 11) Percent of Class Represented by Amount in Row (11) 27.6% 12) Type of Reporting Person IN 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Nora L. Kiser 2) Check the Appropriate Box if a Member of a Group* Not Applicable (a) (b) 3) SEC USE ONLY 4) Citizenship or Place of Organization U.S. Number of Shares 5) Sole Voting Power 0 Beneficially Owned 6) Shared Voting Power 175,000 By Each Reporting 7) Sole Dispositive Power 0 Person With 8) Shared Dispositive Power 175,000 9) Aggregate Amount Beneficially Owned by Each Reporting Person 175,000 10) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares Not Applicable 11) Percent of Class Represented by Amount in Row (11) 7.2% 12) Type of Reporting Person IN SCHEDULE 13G FOR JOSEPH H. KISER AND NORA L. KISER Item 1(a) Name of Issuer: Vari-L Company, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 11101 East 51st Avenue, Denver, Colorado 80239 Item 2(a) Name of Person Filing: Joseph H. Kiser and Nora L. Kiser. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of Mr. Kiser is 11101 East 51st Avenue, Denver, Colorado 80239. Mrs. Kiser's residence address is 4873 S. Crystal Street, Aurora, CO 80015. Item 2(c) Citizenship: Mr. Kiser is a United States Citizen. Mrs. Kiser is a United States Citizen. Item 2(d) Title of Class of Securities: Common Stock, $.01 par value. Item 2(e) CUSIP Number: 922150-10-7 Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Securities Exchange Act of 1934 (the "Act"). (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940. (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F) of the Act. (g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G) of the Act. (h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H) of the Act. Not applicable. Item 3 Ownership. (a) Amount Beneficially Owned: Mr. Kiser is the sole beneficial owner of 704,393 shares of Common Stock as of December 31, 1994. Includes 131,250 shares issuable to Mr. Kiser upon the exercise of outstanding stock options exercisable on December 31, 1994, or within 60 days thereafter. Also includes 175,000 shares beneficially owned by Mr. Kiser by virtue of his acting as co-trustee with Mrs. Kiser pursuant to certain trust agreements and 83,913 shares beneficially owned by Mr. Kiser by virtue of his acting as the sole trustee pursuant to certain other trust agreements. Certain shares beneficially owned by Mr. Kiser have been deposited in an escrow account pursuant to an agreement with the Underwriter for the Issuer's initial public offering. These shares will be held in escrow until certain performance criteria are met or until April 19, 2000. Mrs. Kiser is the beneficial owner of 175,000 shares of Common Stock as of December 31, 1994. All of such shares are beneficially owned by Mrs. Kiser by virtue of her acting as co-trustee with Mr. Kiser pursuant to certain trust agreements. (b) Percent of Class: Mr. Kiser shares represent 27.6% of the shares of Common Stock outstanding (based on the 2,424,007 shares of Common Stock reported to be outstanding on September 30, 1994 in the Vari-L Company, Inc. Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 1994.) Mrs. Kiser shares represent 7.2% of the shares of Common Stock outstanding (based on the 2,424,007 shares of Common Stock reported to be outstanding on September 30, 1994 in the Vari-L Company, Inc. Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 1994.) (c) Number of shares as to which Mr. Kiser has: (i) sole power to vote or to direct the vote: 529,393 shares. (ii) shared power to vote or to direct the vote: 175,000 shares. (iii) sole power to dispose or to direct the disposition of: 529,393 shares. (iv) shared power to dispose or to direct the disposition of: 175,000 shares. Number of shares as to which Mrs. Kiser has: (i) sole power to vote or to direct the vote: -0- shares. (ii) shared power to vote or to direct the vote: 175,000 shares. (iii) sole power to dispose or to direct the disposition of: -0- shares. (iv) shared power to dispose or to direct the disposition of: 175,000 shares. Item 5 Ownership of Five Percent or Less of a Class. Not applicable. Item 6 Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8 Identification and Classification of Members of the Group. Not applicable. Item 9 Notice of Dissolution of Group. Not applicable. Item 10 Certification. Not applicable. Not filed pursuant to Rule 13d-1(b). 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. Dated: 2-14-95 /s/ Joseph H. Kiser Joseph H. Kiser Dated: 2/14/95 /s/ Nora L. Kiser Nora L. Kiser APPENDIX UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Vari-L Company, Inc. (Name of Issuer) Common Stock, $.01 par value) (Title of Class of Securities) 922150 10 7 (CUSIP Number) 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Joseph H. Kiser 2) Check the Appropriate Box if a Member of a Group* Not Applicable (a) (b) 3) SEC USE ONLY 4) Citizenship or Place of Organization U.S. Number of Shares 5) Sole Voting Power 474,278 Beneficially Owned 6) Shared Voting Power 175,000 By Each Reporting 7) Sole Dispositive Power 474,278 Person With 8) Shared Dispositive Power 175,000 9) Aggregate Amount Beneficially Owned by Each Reporting Person 649,278 10) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares Not Applicable 11) Percent of Class Represented by Amount in Row (11) 17.2% 12) Type of Reporting Person IN 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Nora L. Kiser 2) Check the Appropriate Box if a Member of a Group* Not Applicable (a) (b) 3) SEC USE ONLY 4) Citizenship or Place of Organization U.S. Number of Shares 5) Sole Voting Power 175,000 Beneficially Owned 6) Shared Voting Power 0 By Each Reporting 7) Sole Dispositive Power 175,000 Person With 8) Shared Dispositive Power 0 9) Aggregate Amount Beneficially Owned by Each Reporting Person 175,000 10) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares Not Applicable 11) Percent of Class Represented by Amount in Row (11) 4.9% 12) Type of Reporting Person IN AMENDMENT NO. 1 TO SCHEDULE 13G FOR JOSEPH H. KISER AND NORA L. KISER Item 1(a) Name of Issuer: Vari-L Company, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 11101 East 51st Avenue, Denver, Colorado 80239 Item 2(a) Name of Person Filing: Joseph H. Kiser and Nora L. Kiser. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of Mr. Kiser is 11101 East 51st Avenue, Denver, Colorado 80239. Mrs. Kiser's residence address is 4873 S. Crystal Street, Aurora, CO 80015. Item 2(c) Citizenship: Mr. Kiser is a United States Citizen. Mrs. Kiser is a United States Citizen. Item 2(d) Title of Class of Securities: Common Stock, $.01 par value. Item 2(e) CUSIP Number: 922150-10-7 Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Securities Exchange Act of 1934 (the "Act"). (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940. (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F) of the Act. (g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G) of the Act. (h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H) of the Act. Not applicable. Item 4 Ownership. (a) Amount Beneficially Owned: Mr. Kiser is the sole beneficial owner of 649,278 shares of Common Stock as of December 31, 1995. Includes 231,250 shares issuable to Mr. Kiser upon the exercise of outstanding stock options exercisable on December 31, 1995, or within 60 days thereafter. Also includes 175,000 shares beneficially owned by Mr. Kiser by virtue of his acting as co-trustee with Mrs. Kiser pursuant to certain trust agreements and 60,048 shares beneficially owned by Mr. Kiser by virtue of his acting as the sole trustee pursuant to certain other trust agreements. Mrs. Kiser is the beneficial owner of 175,000 shares of Common Stock as of December 31, 1995. All of such shares are beneficially owned by Mrs. Kiser by virtue of her acting as co-trustee with Mr. Kiser pursuant to certain trust agreements. (b) Percent of Class: Mr. Kiser shares represent 17.2% of the shares of Common Stock outstanding (based on the 3,544,977 shares of Common Stock reported to be outstanding on September 30, 1995 in the Vari-L Company, Inc. Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 1995.) Mrs. Kiser shares represent 4.9% of the shares of Common Stock outstanding (based on the 3,544,977 shares of Common Stock reported to be outstanding on September 30, 1995 in the Vari-L Company, Inc. Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 1995.) (c) Number of shares as to which Mr. Kiser has: (i) sole power to vote or to direct the vote: 474,278 shares. (ii) shared power to vote or to direct the vote: 175,000 shares. (iii) sole power to dispose or to direct the disposition of: 474,278 shares. (iv) shared power to dispose or to direct the disposition of: 175,000 shares. Number of shares as to which Mrs. Kiser has: (i) sole power to vote or to direct the vote: -0- shares. (ii) shared power to vote or to direct the vote: 175,000 shares. (iii) sole power to dispose or to direct the disposition of: -0- shares. (iv) shared power to dispose or to direct the disposition of: 175,000 shares. Item 5 Ownership of Five Percent or Less of a Class. Mr. Kiser continues to beneficially own more than five percent of the Common Stock. Mrs. Kiser has ceased to be a beneficial owner of more than five percent of the Common Stock. Item 6 Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8 Identification and Classification of Members of the Group. Not applicable. Item 9 Notice of Dissolution of Group. Not applicable. Item 10 Certification. Not applicable. Not filed pursuant to Rule 13d-1(b). 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. Dated: January 25, 1996 /s/ Joseph H. Kiser Joseph H. Kiser Dated: January 25, 1996 /s/ Nora L. Kiser Nora L. Kiser -----END PRIVACY-ENHANCED MESSAGE-----