SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO.__)
SMARTDISK CORPORATION
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(Name of issuer)
COMMON STOCK
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(Title of class of securities)
83169Q
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(CUSIP number)
PHOENIX HOUSE INVESTMENTS, LP
PHOENIX HOUSE INVESTMENTS GP, INC.
101 CONVENTION CENTER DRIVE
SUITE 850
LAS VEGAS, NEVADA 89109
(941)436-2500
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(Name, address and telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 23, 1999
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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(e), Rule 13d-1(f) or Rule 13d-1(g),
check the following box [ ].
Page 1 of 9 Pages
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<TABLE>
<CAPTION>
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CUSIP NO. 83169Q SCHEDULE 13D PAGE 2 OF 9 PAGES
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<S> <C> <C>
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PHOENIX HOUSE INVESTMENTS, LP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER 7,382,917
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER -0-
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9 SOLE DISPOSITIVE POWER 7,382,917
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10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,382,917
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.2%
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14 TYPE OF REPORTING PERSON
PN
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Page 2 of 9 Pages
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<TABLE>
<CAPTION>
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<S> <C> <C>
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PHOENIX HOUSE INVESTMENTS GP, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER 7,382,917
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
------ -----------------------------------------------------------------------------------------
8 SHARED VOTING POWER -0-
------ -----------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 7,382,917
------ -----------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,382,917
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.2%
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14 TYPE OF REPORTING PERSON
CO
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Page 3 of 9 Pages
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SMARTDISK CORPORATION
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock ("Common Stock"), $0.001 par
value per share, of SmartDisk Corporation ("SmartDisk"), which has its principal
executive offices at 3506 Mercantile Avenue, Naples, Florida 34104.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed on behalf of:
(1) Phoenix House Investments, LP, a Delaware limited partnership
("Phoenix House"); and
(2) Phoenix House Investments GP, Inc., a Delaware corporation
("GP").
Phoenix House and GP are collectively referred to in this Statement as
the "Reporting Persons."
Phoenix House is an investment company whose primary business is the
ownership of investment securities. The address of its principal business and
principal office is 101 Convention Center Drive, Suite 850, Las Vegas, Nevada
89109.
GP was organized for the purpose of acting as the general partner of
Phoenix House. The address of its principal business and principal office is 101
Convention Center Drive, Suite 850, Las Vegas, Nevada 89109.
The partnership agreement of Phoenix House provides that the
management, operation and investment policy (which includes the right to vote
and/or power to direct the disposition of securities owned by Phoenix House) of
Phoenix House shall be vested exclusively in its general partner, which is GP.
Therefore, GP has the power to vote and the power to dispose of the securities
reported in this Statement as being owned by Phoenix House.
Timothy Tomlinson is the sole director and executive officer of GP. Mr.
Tomlinson is a partner at the law firm of Tomlinson Zisko Morosoli &Maser LLP
and he also serves as a director of SmartDisk. His business address is c/o
Tomlinson Zisko Morosoli & Maser LLP, 200 Page Mill Road, Palo Alto, California
94306. Mr. Tomlinson is a U.S. citizen.
During the last five years, neither Phoenix House nor GP and, to the
best of their knowledge, none of their respective executive officers, directors
and/or general partners (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors),
Page 4 of 9 Pages
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or (ii) has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceedings 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 AND OTHER CONSIDERATION.
Phoenix House Investments, LLC, the predecessor in interest to Phoenix
House, acquired its 7,382,917 shares of Common Stock over time in each case
prior to the initial public offering of securities of SmartDisk. Upon the
consummation of the transaction described in Item 4 and without the expenditure
of any funds or other consideration by Phoenix House, all of the shares of
Common Stock owned by Phoenix House Investments, LLC became the property of
Phoenix House.
GP acquired its rights with respect to the Common Stock upon its
appointment by Phoenix House as general partner of Phoenix House without the
expenditure of any funds or other consideration by GP. The partnership agreement
of Phoenix House provides that the management, operation and investment policy
(which includes the right to vote and/or power to direct the disposition of
securities owned by Phoenix House) of Phoenix House shall be vested exclusively
in its general partner.
ITEM 4. PURPOSE OF TRANSACTION.
On December 23, 1999, Phoenix House Investments, LLC, the beneficial
owner of 7,382,917 shares of Common Stock, filed a certificate of conversion to
limited partnership with the Secretary of State of the State of Delaware, the
result of which was its conversion from a Delaware limited liability company
into a Delaware limited partnership. Pursuant to Delaware law, the rights,
privileges, powers and property of an entity that has converted into a limited
partnership shall, upon the effective time of the conversion, be vested in, and
be the property of, the limited partnership. Therefore, effective as of December
23, 1999, the Shares of Common Stock which were beneficially owned by Phoenix
House Investment, LLC are, as a result of the conversion, now beneficially owned
by Phoenix House and GP, in its capacity as general partner of Phoenix House.
The transaction was consummated for tax planning purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Phoenix House beneficially owns 7,382,917 shares of Common Stock,
representing 46.2% of the outstanding shares of Common Stock as of February 1,
2000.
As a result of its appointment as general partner of Phoenix House, GP
may deemed to beneficially own 7,382,917 shares of Common Stock, representing
46.2% of the outstanding shares of Common Stock as of February 2, 2000.
Page 5 of 9 Pages
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Timothy Tomlinson beneficially owns 24,084 shares of Common Stock,
representing 0.1% of the outstanding shares of Common Stock as of December 31,
1999. Mr. Tomlinson may also be deemed the beneficial owner of the 7,382,917
shares of Common Stock owned by Phoenix House as result of his positions as sole
executive officer and director of GP. However, Mr. Tomlinson disclaims
beneficial ownership of any of the 7,382,917 shares of Common Stock which he may
be deemed to beneficially own.
(b) For information regarding shared vs. sole voting and
disposition powers, see Items 7, 8, 9 and 10 on the cover page.
(c) For information regarding transactions during the last 60
days, see Item 4 above.
(d) To the best knowledge of the Reporting Persons, no person
other than those identified in this Statement has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the securities reported in this Statement.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
See Items 2 and 3 above.
On May 22, 1998, Phoenix House Investments, LLC entered into an
Investors' Rights Agreement which provides Phoenix House the right to request
registration by SmartDisk of 7,350,000 shares of its Common Stock at any time
following the effective date of the first registration statement for a public
offering of the Common Stock. This Investors' Rights Agreement was filed as
Exhibit 10.12 to SmartDisk's Registration Statement on Form S-1 (Registration
No. 333-82793) filed on July 14, 1999, and this description of such Investors'
Rights Agreement is qualified in its entirety by reference to such Exhibit
10.12, which is incorporated by reference in its entirety.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Statement of Joint Schedule 13D Filings, dated as of
February 2, 2000, among Phoenix House Investments, LP
and Phoenix House Investments GP, Inc.**
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Exhibit B Investors' Rights Agreement dated May 22, 1998 among
SmartDisk and each of the investors party thereto is
incorporated by reference to Exhibit 10.12 to
SmartDisk's Registration Statement on Form S-1
(Registration No. 333-82793) filed on July 14, 1999.*
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* Previously filed.
** Filed herewith.
Page 7 of 9 Pages
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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.
February 2, 2000 PHOENIX HOUSE INVESTMENTS, LP
By: Phoenix House Investments GP, Inc.
By: /S/TIMOTHY TOMLISON
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Timothy Tomlinson
President
PHOENIX HOUSE INVESTMENTS GP, INC.
By: /S/TIMOTHY TOMLISON
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Timothy Tomlinson
President
Page 8 of 9 Pages
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EXHIBIT A
STATEMENT OF JOINT SCHEDULE 13D FILINGS
The undersigned acknowledge and agree that the Statement on Schedule
13D with respect to the Common Stock, par value $0.001 per share, of SmartDisk
Corporation, a Delaware corporation, and any amendments thereto, shall be filed
jointly on behalf of each of the undersigned.
February 2, 2000 PHOENIX HOUSE INVESTMENTS, LP
By: Phoenix House Investments GP, Inc.
By: /S/TIMOTHY TOMLISON
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Timothy Tomlinson
President
PHOENIX HOUSE INVESTMENTS GP, INC.
By: /S/TIMOTHY TOMLISON
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Timothy Tomlinson
President
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