<PAGE>
OMB APPROVAL
--------------------------
UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE Expires: October 31, 1997
COMMISSION Estimated average burden
WASHINGTON, D.C. 20549 hours per response 14.90
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _______________)*
Secure Computing Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
813705100
- --------------------------------------------------------------------------------
(CUSIP Number)
Mark A. Sides
Faegre & Benson LLP
2200 Norwest Center
90 South 7th Street
Minneapolis, Minnesota 55402
(612)336-3000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 29, 1996
---------------------------------------------
(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 this 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>
CUSIP No. 813705100 SCHEDULE 13D Page 2 of 7 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Working Ventures Canadian Fund Inc. No I.R.S. Identification No.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
00
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Canada
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 988,068 shares (including right to acquire
by Each Reporting 6,250)
Person With --------------------------------------------------
(8) Shared Voting Power
0 shares
--------------------------------------------------
(9) Sole Dispositive Power
988,068 shares (including right to acquire
6,250)
--------------------------------------------------
(10) Shared Dispositive Power
0 shares
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
988,068 shares
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
6.7%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 107
(INCLUDING EXHIBITS) OF THE SCHEDULE,AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER
The class of security to which this statement relates is the Common Stock,
par value $.01 per share, of Secure Computing Corporation. The name and
address of the principal executive offices of the issuer of such securities
are Secure Computing Corporation, 2675 Long Lake Road, Roseville, Minnesota
55113.
ITEM 2. IDENTITY AND BACKGROUND
a.) and b.) The names and business addresses of the persons filing this
statement are as follows:
Working Ventures Canadian Fund Inc. Dr. Lloyd I. Barber
250 Bloor Street East, Suite 1600 c/o President's Office
Toronto, Ontario University of Regina
CANADA M4W 1E6 Room 514, Administration Humanities
Bldg.
Regina, Saskatchewan
CANADA S4S 0A2
James A. McCambly James Biddle
Working Ventures Canadian Fund Inc. 10665-158A Street
250 Bloor Street East, Suite 1600 Surrey, B.C.
Toronto, Ontario CANADA V4N 3J1
CANADA M4W 1E6
Ronald A. Begg Andre Chartrand
Working Ventures Canadian Fund Inc. International Assoc. of Heat and Frost
250 Bloor Street East, Suite 1600 Insulators and Asbestos Workers
Toronto, Ontario 3585 rue Diane
CANADA M4W 1E6 Terrebonne, Quebec
CANADA J6Y 1A2
Ronald J. Cannata John E. Cole
Working Ventures Canadian Fund Inc. International Brotherhood of Electrical
250 Bloor Street East, Suite 1600 Workers
Toronto, Ontario 138 Neill Street
CANADA M4W 1E6 Fredericton, New Brunswick
E3A 2Z6
James W. Hall Dr. Wendy K. Dobson
Working Ventures Canadian Fund Centre for International Business
250 Bloor Street East, Suite 1600 Faculty of Management, University of
Toronto, Ontario Toronto
CANADA M4W 1E6 Joseph L. Rotman Centre for Management
105 St. George Street
Toronto, Ontario
CANADA M5S 3E6
Julia E. Makepeace A. George Fells
Working Ventures Canadian Fund Inc. 35 Nanton Avenue
250 Bloor Street East, Suite 1600 Toronto, Ontario
Toronto, Ontario CANADA M4W 2Y8
CANADA M4W 1E6
Michel A. Grenier
United Association of Journeymen and
Apprentices of the Plumbing and Pipe
Fitting Industry
P.O. Box 220
Aylmer, Quebec
CANADA J9H 5E5
3 of 7
<PAGE>
Richard C. Albright R. Geoffrey P. Styles
International Brotherhood of Royal Bank Plaza
Boilermakers, Iron Shipbuilders, South Tower, Suite 3115
Blacksmiths, Forgers and Helpers Toronto, Ontario
17205 - 106A Avenue, Suite 206 CANADA M5J 2J5
Edmonton, Alberta
CANADA T5S 1M7
Robert W. Luba Peter E. Verrege
Luba Financial Inc. International Union of Elevator
121 King Street West, Suite 2525 Constructors
Toronto, Ontario 108 Teal Avenue
CANADA M5H 3T9 Stoney Creek, Ontario
CANADA L8E 3B4
c.) Working Ventures Canadian Fund Inc. ("Working Ventures"), is a
publicly offered venture capital corporation incorporated under the laws of
Canada, which is sponsored by the Canadian Federation of Labour, a federation of
Canadian labor unions. James A. McCambly, whose address is listed in b. above,
is the Chairman and a Director of Working Ventures and is the President of the
Canadian Federation of Labour, a federation of Canadian labor unions, whose
address is 107 Sparks Street, Suite 300, Ottawa, Ontario, Canada K1P 5B5.
Ronald A. Begg is the President and a Director of Working Ventures. Ronald J.
Cannata is the Senior Vice-President, Administration and Treasurer of Working
Ventures. James W. Hall is the Senior Vice-President, Investments of Working
Ventures. Julie E. Makepeace is the Senior-Vice-President, Marketing of Working
Ventures. Richard C. Albright, a Director of Working Ventures, is the
International Vice-President of the International Brotherhood of Boilermakers,
Iron Ship Builders, Blacksmiths, Forgers and Helpers, a labor union, whose
address is listed under Mr. Albright's name in b. above. Dr. Lloyd I. Barber, a
Director of Working Ventures, is the President Emeritus of the University of
Regina, Saskatchewan, Canada, a university, whose address is listed under Mr.
Barber's name in b. above. James Biddle, a Director of Working Ventures, is
retired. Andre Chartrand, a Director of Working Ventures, is the International
Vice-President for Eastern Canada of the Heat & Frost Insulators and Asbestos
Workers, a labor union whose address is listed under Mr. Chartrand's name in b.
above. John E. Cole, a Director of Working Ventures, is the Business Manager of
the International Brotherhood of the Electrical Workers, Local Union 2309, a
labor union whose address is listed under Mr. Cole's name in b. above. Dr.
Wendy K. Dobson, a Director of Working Ventures, is a Professor and the Director
of the Centre for International Business at the University of Toronto, Toronto,
Canada, a university whose address is listed under Ms. Dobson's name in b.
above. A. George Fells, a Director of Working Ventures, is the President of A.
George Fells Consulting Inc., a venture capital and business development
consulting firm whose address is listed under Mr. Fells' name in b. above.
Michel A. Grenier, a Director of Working Ventures, is the International
Representative of the United Association of Journeymen and Apprentices of the
Plumbing and Pipe Fitting Industry of the United States and Canada, a labor
union whose address is listed under Mr. Grenier's name in b. above. Robert W.
Luba, a Director of Working Ventures, is the President of Luba Financial Inc., a
merchant bank whose address is listed under Mr. Luba's name in b. above.
Geoffrey P. Styles, a Director of Working Ventures, is a corporate director.
Peter E. Verrege is the Canadian Representative of the International Union of
Elevator Constructors, a labor union whose address is listed under Mr. Verrege's
name in b. above.
d.) The response to this item is negative for all persons listed above.
e.) The response to this item is negative for all persons listed above.
f.) Working Ventures is a Canadian corporation. All of the individual
persons listed above are citizens of Canada.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The subject shares were acquired by Working Ventures pursuant to an
Amalgamation Agreement dated as of August 29, 1996 ("Amalgamation Agreement") by
and among Secure Computing Corporation ("Secure"), Edge Acquisition Inc., a
wholly owned subsidiary of Secure ("Edge") and Border Network Technologies Inc.
("Border"), and, as contemplated thereby, the merger of Edge with and into
Border (the "Merger"). In connection with the Merger, each outstanding share of
Border's capital stock was converted into the right to receive 0.50 shares of
Secure's Common Stock, par value $0.01 per share. Working Ventures owned shares
of Border capital stock prior to the Merger. In addition, Adam Adamou, an
employee of Working
4 of 7
<PAGE>
Ventures, is a former director of Secure and owns vested options to purchase
6,250 shares of Secure Common Stock, which options are held by Working Ventures
and, when exercised, Working Ventures will be the beneficial owner of the shares
of Common Stock issued upon such exercise.
ITEM 4. PURPOSE OF TRANSACTION
Please see explanation set forth above with respect to Item 3 for the
purposes of the acquisition of securities of the issuer. The reporting person
has no plans or proposals which may relate to or would result in any of the
matters described pursuant to the lettered subparagraphs of this item.
Accordingly, the answers to Item 4 are as follows:
(a) Inapplicable
(b) Inapplicable, except for the transaction described in Item 3 above, which
was completed on August 29 1996.
(c) Inapplicable
(d) Inapplicable
(e) Inapplicable
(f) Inapplicable
(g) Inapplicable
(h) Inapplicable
(i) Inapplicable
(j) Inapplicable
(k) Inapplicable
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Working Ventures beneficially owns 988,068 shares (including
right to acquire 6,250) shares of the Common Stock of Secure, or 6.7% of the
outstanding Common Stock of Secure. Adam Adamou, an employee of Working
Ventures, is a director of Secure and owns vested options to purchase 6,250
shares of Secure Common Stock, which options are held by Working Ventures and,
when exercised, Working Ventures will be the beneficial owner of the shares of
Common Stock issued upon such exercise.
(b) Working Ventures has the sole power to vote and the sole
dispositive power over 988,068 shares of Common Stock of Secure.
(c) The only transaction in the Common Stock of Secure that was
effected by all reporting persons during the past sixty days is the transaction
described in Item 3 above.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the subject securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not applicable.
5 of 7
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
6 of 7
<PAGE>
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.
Date: December 2, 1996. Signature
WORKING VENTURES CANADIAN FUND INC.
By /s/ Susan M. Silma
-------------------------------------
Its General Counsel and Secretary
-------------------------------
7 of 7
