<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
HLM DESIGN, INC.
---------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001
----------------------------------
(Title of Class of Securities)
404 217 10 1
-----------------
(CUSIP Number)
Thomas J. Berthel Copy to: Michael K. Denney
Berthel Fisher & Company Bradley & Riley, P.C.
Berthel Fisher & Company Financial 100 First Street S.W.
Services, Inc. Cedar Rapids, IA 52404
100 Second Street S.E. (319) 363-0101
Cedar Rapids, Iowa 52407-4250
(319) 365-2506
(Name, Address and Telephone Number of Person
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
----------------------------------------------------
APRIL 19, 1999
-----------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of 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 |_|. (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 less than five percent 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).
(Continued on following pages)
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CUSIP NO. 404 217 10 1 13D/A PAGE 2
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons:
THOMAS J. BERTHEL ###-##-####
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(2) Check the Appropriate Box if a Member of a Group (See Instructions).:
(a) [ ]
(b) [ X]
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(3) SEC Use Only
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(4) Source of Funds: PF
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(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: United States
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Number of (7) Sole Voting Power:
Shares 35,000
Beneficially -----------------------------------------------------
Owned by (8) Shared Voting Power
Each 346,656
Reporting -----------------------------------------------------
Person With (9) Sole Dispositive Power
35,000
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(10) Shared Dispositive Power
346,656
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
381,656
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
NOT APPLICABLE
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(13) Percent of Class Represented by Amount in Row 11:
15.88%
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CUSIP NO. 404 217 10 1 13D/A PAGE 3
(14) Type of Reporting Person (See Instructions):
IN, HC
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CUSIP NO. 404 217 10 1 13D/A PAGE 4
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons:
BERTHEL FISHER & COMPANY 42-1254805
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(2) Check the Appropriate Box if a Member of a Group (See Instructions).:
(a) [ ]
(b) [ X]
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(3) SEC Use Only
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(4) Source of Funds: WC
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(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: United States
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Number of (7) Sole Voting Power:
Shares 0
Beneficially -----------------------------------------------------
Owned by (8) Shared Voting Power
Each 340,456
Reporting -----------------------------------------------------
Person With (9) Sole Dispositive Power
0
-----------------------------------------------------
(10) Shared Dispositive Power
340,456
-----------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
340,456
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
NOT APPLICABLE
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(13) Percent of Class Represented by Amount in Row 11:
14.17%
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(14) Type of Reporting Person (See Instructions):
HC
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CUSIP NO. 404 217 10 1 13D/A PAGE 5
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons:
BERTHEL FISHER & COMPANY FINANCIAL SERVICES, INC. 42-1029773
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions).:
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
(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: United States
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power:
Shares 0
Beneficially -----------------------------------------------------
Owned by (8) Shared Voting Power
Each 244,625
Reporting -----------------------------------------------------
Person With (9) Sole Dispositive Power
0
-----------------------------------------------------
(10) Shared Dispositive Power
244,625
-----------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
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CUSIP NO. 404 217 10 1 13D/A PAGE 6
244,625
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
NOT APPLICABLE
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row 11:
10.18%
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(14) Type of Reporting Person (See Instructions):
BD
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<PAGE>
CUSIP NO. 404 217 10 1 13D/A PAGE 7
ITEM 1. SECURITY AND ISSUER.
Shares of the common stock, $.001 par value (the "Common Stock"), of HLM
Design, Inc. (the "Issuer"), a Delaware corporation, 121 West Trade Street,
Suite 2950, Charlotte, NC 28202, (704) 358-0779.
ITEM 2. IDENTITY AND BACKGROUND.
Berthel Fisher & Company ("BFC") is an Iowa corporation with its principal
place of business at 100 Second Street, SE, Cedar Rapids, Iowa 52401.
BFC is the parent company of Berthel Fisher & Company Leasing, Inc.
("BFCL"), an Iowa corporation with its principal place of business at 100
Second Street, SE, Cedar Rapids, Iowa 52401. BFCL is not a filing person
hereunder. However, certain shares owned by BFCL may be deemed to be
beneficially owned by BFC and Mr. Thomas J. Berthel.
BFC is also the parent company of Berthel Fisher & Company Financial
Services, Inc. ("BFCFS"), an Iowa corporation and securities broker-dealer
registered with the Securities Exchange Commission and a member of the
National Association of Securities Dealers ("NASD"). BFCFS has its
principal place of business at 100 Second Street, SE, Cedar Rapids, Iowa
52401.
Mr. Thomas J. Berthel ("Mr. Berthel") is the President, Chairman and
largest shareholder of BFC. Mr. Berthel is the President, Chairman and CEO
of BFCL. Mr. Berthel is the Chairman and CEO of BFCFS. Mr. Berthel may be
deemed to be a control person of BFC, BFCL and BFCFS. Mr. Berthel is
treated for purposes of this filing as if he were the beneficial owner of
shares owned by his wife and children. He is a United States citizen.
BFC, BFCFS and Mr. Berthel are referred to herein as the "Filers."
During the past five years, none of the Filers has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors),
and none of them has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Shares owned by BFC were acquired by BFC, in market transactions, for cash,
using its working capital.
Shares owned by BFCL were acquired upon exercise of warrants issued as
consideration for the provision by BFCL to the Issuer of certain financing
in 1997, prior to the registration of any class of securities by the Issuer
pursuant to the Securities Exchange Act of 1934, and prior to the filing of
a registration statement by the Issuer pursuant to the Securities Act of
1933.
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CUSIP NO. 404 217 10 1 13D/A PAGE 8
Shares owned by BFCFS were acquired in market transactions, for cash, from
the working capital of BFCFS.
BFCFS also owns a warrant to acquire 60,000 shares of the Common Stock
at an exercise price of $7.20 per share. The warrant becomes exercisable
on June 18, 1999, and is exercisable, at the option of BFCFS, until
June 18, 2004. The warrant was acquired by BFCFS from the Issuer on
June 18, 1998, as consideration for BFCSF acting as an underwriter for
the initial public offering of the Common Stock.
Shares acquired by Mr. Berthel, including shares owned by members of the
family of Mr. Berthel, were acquired in market transactions, for cash,
using the personal funds of the person acquiring such shares.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock of the Issuer owned by the Filers, have been or
will be acquired solely for the purpose of investment. The Filers may make
additional purchases of Common Stock of the Issuer depending on the Filers'
evaluation of the Issuer's business, prospects and financial condition, the
market for the Common Stock of the Issuer, general economic conditions,
money and stock market conditions, and other future developments. Depending
on the same factors, the Filers may dispose of all or part of their
investment in the Common Stock of the Issuer.
The Reporting Persons have no present intention to effect or participate in
the formulation of:
(a) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(b) any sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(c) any material change in the present capitalization or dividend
policy of the Issuer;
(d) any other material change in the Issuer's business or corporate
structure;
(e) any changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(f) any act or course of conduct causing the Common Stock or any other
class of securities of the Issuer to be delisted from a national securities
exchange or ceasing to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(g) any act or course of conduct causing the Common Stock or any other
class of equity securities of the Issuer to become eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act
of 1934 (the "Act"); or
(h) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Shares owned by the the Filers as of the date hereof are set forth below.
In addition,
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CUSIP NO. 404 217 10 1 13D/A PAGE 9
the transaction of each Filer within the 60 day period preceding the date
hereof are also described. All such transactions, unless indicated to the
contrary, were effected in brokerage transactions on the National
Association of Securities Dealers Small Cap Market.
MR. BERTHEL
Mr. Berthel has sole voting and dispositive power with respect to
35,000 shares. Mr. Berthel has shared voting and dispositive power
with respect to 286,256 shares. Mr. Berthel has made no dispositions
of the Common Stock within the 60 day period preceding the date
hereof. Mr. Berthel and his family have made acquisitions of the
Common Stock during the 60 day period preceding the date hereof as
follows:
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PRICE PER SHARE
---- ---------------- ---------------
<S> <C> <C>
03/01/99 2,000 $4.187
</TABLE>
BFC
BFC has shared voting and dispositive power with respect to
280,056 shares. BFC has made no acquisitions or dispositions during
the 60 day period preceding the date hereof.
BFCFS
BFCFS has shared voting and dispositive power with respect to
184,225 shares. BFCFS has made no dispositions of the Common Stock
during the 60 day period preceding the date hereof. BFCFS has made
acquisitions of the Common Stock during the 60 day period preceding
the date hereof as follows:
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PRICE PER SHARE
---- ---------------- ---------------
<S> <C> <C>
03/03/99 1,300 $3.75
04/21/99 400 $4.00
</TABLE>
On June 18, 1999, BFCFS may exercise its warrant to acquire up to
60,000 shares of the Common Stock at a price of $7.20 per share.
The warrant may be exercised through June 18, 2004.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Filers disclaim any contracts, arrangements, understandings or
relationships with respect to the Common Stock of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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CUSIP NO. 404 217 10 1 13D/A PAGE 10
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: April 28, 1999 /s/ Thomas J. Berthel
-------------------- ---------------------------------------
THOMAS J. BERTHEL
Dated: April 28, 1999 BERTHEL FISHER & COMPANY
--------------------
By: /s/ Thomas J. Berthel
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THOMAS J. BERTHEL, President
Dated: April 28, 1999 BERTHEL FISHER & COMPANY LEASING, INC.
--------------------
By: /s/ Thomas J. Berthel
-----------------------------------
THOMAS J. BERTHEL, President
Dated: April 28, 1999 BERTHEL FISHER & COMPANY
-------------------- FINANCIAL SERVICES, INC.
By: /s/ Thomas J. Berthel
-----------------------------------
THOMAS J. BERTHEL, Chairman & CEO
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
