UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
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RasterOps, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
754080 10 9
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(CUSIP Number)
Edward G. Grinacoff
767 Fifth Avenue, 45th Fl, NY, NY 10153, (212) 754-8100
--------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 9, 1995
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(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
[X]. (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).
<PAGE>
SCHEDULE 13D
CUSIP No. 754080 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
21st Century Communications Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
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Not Applicable (b)
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3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
------ Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 631,175**
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER 631,175**
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
631,175**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable
------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
** The number of shares of RasterOps, Inc. Common Stock beneficially owned
by 21st Century Communications Partners, L.P. includes warrants which may
be converted at any time into 126,235 shares of RasterOps, Inc. Common
Stock.
<PAGE>
SCHEDULE 13D
CUSIP No. 754080 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sandler Investment Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
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Not Applicable (b)
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3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 930,900
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER 930,900
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
930,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
14 TYPE OF REPORTING PERSON* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
** The number of shares of RasterOps, Inc. Common Stock indirectly
beneficially owned by Sandler Investment Partners, L.P. includes warrants
directly owned by 21st Century Communications Partners, L.P., 21st Century
T-E Partners, L.P. and 21st Century Communications Foreign Partners, L.P.,
which may be converted at any time into an aggregate of 186,180 shares of
RasterOps, Inc. Common Stock.
<PAGE>
SCHEDULE 13D
CUSIP No. 754080 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sandler Capital Management
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
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Not Applicable (b)
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3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 930,900
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER 930,900
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
930,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable
------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
14 TYPE OF REPORTING PERSON* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
** The number of shares of RasterOps, Inc. Common Stock indirectly
beneficially owned by Sandler Capital Management includes warrants directly
owned by 21st Century Communications Partners, L.P., 21st Century T-E
Partners, L.P. and 21st Century Communications Foreign Partners, L.P.,
which may be converted at any time into an aggregate of 186,180 shares of
RasterOps, Inc. Common Stock.
<PAGE>
SCHEDULE 13D
CUSIP No. 754080 10
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ARH Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
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Not Applicable (b)
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3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 930,900
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER 930,900
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
930,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
** The number of shares of RasterOps, Inc. Common Stock indirectly
beneficially owned by ARH Corp. includes warrants directly owned by 21st
Century Communications Partners, L.P., 21st Century T-E Partners, L.P. and
21st Century Communications Foreign Partners, L.P., which may be converted
at any time into an aggregate of 186,180 shares of RasterOps, Inc. Common
Stock.
<PAGE>
SCHEDULE 13D
CUSIP No. 754080 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harvey Sandler
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
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Not Applicable (b)
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3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)_____
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 930,900
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER 930,900
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
930,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable
------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
** The number of shares of RasterOps, Inc. Common Stock indirectly
beneficially owned by Harvey Sandler includes warrants directly owned by
21st Century Communications Partners, L.P., 21st Century T-E Partners, L.P.
and 21st Century Communications Foreign Partners, L.P., which may be
converted at any time into an aggregate of 186,180 shares of RasterOps,
Inc. Common Stock.
<PAGE>
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which these statements
relate is the Common Stock, no par value ("Common Stock"), issued by
RasterOps, Inc., a California corporation (the "Company").
The address of the principal executive office of the Company is 2500
Walsh Avenue, Santa Clara, CA 95051.
ITEM 2. IDENTITY AND BACKGROUND
The persons filing these statements are 21st Century Communications
Partners, L.P., a Delaware limited partnership ("21st Century"), Sandler
Investment Partners, L.P., a New York limited partnership ("SIP"), Sandler
Capital Management, a New York general partnership ("SCM"), ARH Corp., a
Delaware corporation ("ARH"), and Mr. Harvey Sandler (collectively, the
"Reporting Persons"). The general partners of 21st Century, 21st Century
Communications T-E Partners, L.P. ("21st T-E") and 21st Century
Communications Foreign Partners, L.P. ("21st Foreign") are SIP and
Infomedia Associates, Ltd., a New York corporation. SIP is the controlling
general partner of 21st Century, 21st T-E and 21st Foreign. SIP is
controlled by SCM which is in turn controlled by ARH, which is in turn
controlled by Mr. Harvey Sandler.
The principal business of the Reporting Persons is investing. The
business address of the Reporting Persons is 767 Fifth Avenue, 45th Floor,
New York, New York 10153.
The directors and executive officers of ARH are set forth on Schedule
I. This Schedule sets forth the following information with respect to each
such person:
(i) name;
(ii) residence or business address; and
(iii) present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted.
<PAGE>
During the last five years, none of 21st Century, SIP, SCM, ARH, their
respective general partners, executive officers or directors, or Mr. Harvey
Sandler have been convicted in any criminal proceeding.
During the last five years, none of 21st Century, SIP, SCM, ARH, their
respective general partners, executive officers or directors, or Mr. Harvey
Sandler have been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction the result of which it, he or
she was or is subject to any judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
Mr. Sandler and the individuals listed in Schedule I are citizens of
the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Company entered into Unit Purchase Agreements (the "Purchase
Agreements") dated June 9, 1995 with each of 21st Century, 21st T-E and
21st Foreign. Under the Purchase Agreements, 21st Century, 21st T-E and
21st Foreign purchased 126,235, 42,950 and 16,995 units (the "Units"),
respectively, each consisting of four (4) shares of Common Stock and one
(1) warrant ("Warrant") to purchase one (1) share of Common Stock, for a
purchase price of $17.725 per Unit. The total costs of the Units purchased
by 21st Century, 21st T-E and 21st Foreign were $2,237,520.00, $761,290.00
and $301,230.00, respectively. The source of funds was the general working
capital of 21st Century, 21st T-E and 21st Foreign.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons hold shares of Common Stock for investment
purposes.
None of 21st Century, SIP, SCM, ARH, their respective general
partners, executive officers or directors, or Mr. Sandler have any plans or
proposals which relate to or would result in any of the actions set forth
in subparagraphs (a) through (j) of Item 4 of Schedule D. <PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) 21st Century beneficially owns 631,175 shares of Common Stock,
which represents approximately 5.4% of the Common Stock of the Company.
The number of shares beneficially owned by 21st Century includes warrants
to purchase 126,235 shares of Common Stock.
In addition to the indirect beneficial ownership of the shares of
Common Stock held by 21st Century described above, SIP, SCM, ARH and Mr.
Sandler are the indirect beneficial owners of an additional aggregate
299,725 shares of Common Stock of the Company, of which 214,750 are
directly beneficially owned by 21st T-E and 84,975 are directly
beneficially owned by 21st Foreign. The number of shares beneficially
owned by 21st T-E and 21st Foreign include warrants to purchase 42,950 and
16,995 shares of Common Stock, respectively. Thus, SIP, SCM, ARH and Mr.
Sandler are indirect beneficial owners of approximately 7.9% of the Common
Stock.
To the knowledge of the Reporting Persons, none of the other executive
officers, directors or general partners of the Reporting Persons
beneficially own any shares of Common Stock of the Company.
(b) See Items 7 and 9 of the cover pages for the number of shares of
Common Stock beneficially owned by 21st Century, SIP, SCM, ARH and Mr.
Sandler as to which there is sole power to vote or direct the vote or sole
power to dispose or direct the disposition of such Common Stock.
(c) Except for the transaction described in response to Item 3, none
of 21st Century, SIP, SCM, ARH or Mr. Sandler have effected any
transactions in the Common Stock of the Company during the past sixty days.
(d) No person other than 21st Century, 21st T-E, 21st Foreign, SIP,
SCM, ARH, or Mr. Sandler has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares
of Common Stock of the Company reported in this Schedule 13D.
(e) Not applicable.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Other than the Purchase Agreements described in Item 3, there are no
contracts, arrangements, understandings or relationships with respect to
the securities of the Company among 21st Century, SIP, SCM, ARH, their
respective general partners, executive officers or directors or Mr. Sandler
or between any of such persons and any other person which are required to
be described under Item 6 of Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 7.01 Joint Filing Agreement
<PAGE>
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.
21ST CENTURY COMMUNICATIONS PARTNERS, L.P.
By: Sandler Investment Partners, L.P.,
general partner
By: Sandler Capital Management,
general partner
By: EMEBE Corp.,
general partner
September 12, 1995 By: /s/Barry Lewis
------------------------
Barry Lewis
<PAGE>
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.
SANDLER INVESTMENT PARTNERS, L.P.
By: Sandler Capital Management,
general partner
By: EMEBE Corp.,
general partner
September 12, 1995 By: /s/Barry Lewis
-----------------------
Barry Lewis
<PAGE>
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.
SANDLER CAPITAL MANAGEMENT
By: EMEBE Corp.,
general partner
September 12, 1995 By: /s/Barry Lewis
----------------------
Barry Lewis
<PAGE>
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.
ARH CORP.
September 12, 1995 By: /s/Harvey Sandler
--------------------------
Harvey Sandler
<PAGE>
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 12, 1995 By: /s/Harvey Sandler
-----------------------------
Harvey Sandler, individually
<PAGE>
SCHEDULE I: ARH CORP.
Executive Officers
Name and Address
of Corporation
Principal or Other
Business or Occupation Organization in
Name Residence Address or Employment Which Employed
---- ----------------- ------------- ---------------
Andrew Sandler* Sandler Capital Management Businessman Sandler Capital
767 Fifth Avenue Management
45th Floor 767 Fifth Avenue
New York, NY 10153 45th Floor
New York, New York
10153
Jeffrey Levine Sandler Enterprises, Inc. Businessman Sandler Enterprises
1050 Lee Wagener Blvd. , Inc.
Suite 301 1050 Lee Wagener Blvd
Ft. Lauderdale, FL 33313 Ft. Lauderdale, FL
33313
* Also a Director.
JOINT FILING AGREEMENT
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing on
behalf of each of them of a statement on Schedule 13D (including amendments
thereto) with respect to the Common Stock, no par value, of RasterOps, Inc.
and that this Agreement be included as an Exhibit to such joint filing.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this
12th day of September, 1995.
21ST CENTURY COMMUNICATIONS PARTNERS, L.P.
By: Sandler Investment Partners, L.P.
general partner
By: Sandler Capital Management,
general partner
By: EMEBE Corp.,
general partner
By: /s/Barry Lewis
---------------------
Barry Lewis
SANDLER INVESTMENT PARTNERS, L.P.
By: Sandler Capital Management,
general partner
By: EMEBE Corp.,
general partner
By: /s/Barry Lewis
------------------------
Barry Lewis
<PAGE>
SANDLER CAPITAL MANAGEMENT
By: EMEBE Corp.,
general partner
By: /s/Barry Lewis
-------------------------
Barry Lewis
ARH CORP.
By: /s/Harvey Sandler
-------------------------
Harvey Sandler
HARVEY SANDLER
By: /s/Harvey Sandler
-------------------------
Harvey Sandler, individually
<PAGE>
