<PAGE> 1
SCHEDULE 13G
(Rule 13d-102)
Information to be included in statements filed pursuant to Rule
13d-1(b) and (c) and amendments thereto filed pursuant to Rule 13d-2(b).
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
MLC HOLDINGS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
55305V 10 7
(CUSIP Number)
*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 the disclosures provided in a prior cover page.
The information required in 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> 2
CUSIP No. 55305V 10 7
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons
PATRICK J. NORTON, JR.
2) Check the Appropriate Row if a Member of a Group (See
Instructions)
NOT APPLICABLE
3) SEC Use Only
4) Citizenship or Place of Organization
UNITED STATES
Number of (5) Sole Voting Power 1,630
Shares Beneficially (6) Shared Voting Power
Owned by Each (7) Sole Dispositive Power 376,500
Reporting (8) Shared Dispositive Power
Person With
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
376,500
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
(11) Percent of Class Represented by Amount in Row 9
6.2%
(12) Type of Reporting Person (See Instructions)
IN
<PAGE> 3
SCHEDULE 13G
The information contained herein is filed with respect to the Common
Stock, par value $0.01 per share (the "Stock"), of MLC Holdings, Inc. by Patrick
J. Norton, Jr.
ITEM 1(a). NAME OF ISSUER:
MLC Holdings, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
11150 Sunset Hills Road, Suite 110
Reston, Virginia 22190
ITEM 2(a). NAME OF PERSON FILING:
See Cover Page Item 1.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
11150 Sunset Hills Road, Suite 110
Reston, Virginia 22190
ITEM 2(c). CITIZENSHIP:
See Cover Page Item 4.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.01 per share
ITEM 2(e). CUSIP NUMBER:
55305V 10 7
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), or
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
Inapplicable.
<PAGE> 4
ITEM 4. OWNERSHIP.
ITEM 4(a). AMOUNT BENEFICIALLY OWNED:
376,500
Phillip G. Norton holds sole voting rights and right of
first refusal to acquire as to all of the shares of
Common Stock and as to all shares of voting stock
acquired in the future held by Patrick J. Norton, Jr.
(374,870 shares) under an Irrevocable Proxy and Stock
Rights Agreement.
The shares owned by Patrick J. Norton, Jr. include 815
shares held by Patrick J. Norton, Jr. as Custodian for
Molly Brooks Norton under the NCUTMA, and 815 shares held
by Patrick J. Norton, Jr. as Custodian for Eliza Hanna
Norton under the NCUTMA. These shares are not subject to
the Irrevocable Proxy and Stock Rights Agreement
described above.
ITEM 4(b). PERCENT OF CLASS:
See Cover Page Item 11.
ITEM 4(c). NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote:
See Cover Page Item 5.
(ii) shared power to vote or to direct the vote:
See Cover Page Item 6.
(iii) sole power to dispose or to direct the
disposition of:
See Cover Page Item 7.
(iv) shared power to dispose or to direct the
disposition of:
See Cover Page Item 8.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that
as of the date
<PAGE> 5
hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class
of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Inapplicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Inapplicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Inapplicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Inapplicable.
ITEM 10. CERTIFICATION AND 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
- ------------------------------
Signature
- ------------------------------
PATRICK J. NORTON, JR.
