UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DATAMARINE INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
238045108
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(CUSIP Number)
David C. Thompson
Datamarine International, Inc., 7030 - 220th Street S.W.,
Mountlake Terrace, WA 98043; Tel: (425) 771-2182
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 1, 1998
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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 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 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.
(Continued on following pages)
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* 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 1 of 4 Pages
CUSIP NO. 238045108 13D Page 2 of 4 Pages
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEPHEN W. FRANKEL ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 133,096 shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 133,096 shares
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,096 shares (including options and warrants allowing the purchase of
12,020 common shares which are currently exercisable.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 4 Pages
The purpose of this filing is to serve as Amendment No. 1 to the Schedule 13D
filed by Stephen W. Frankel with respect to his beneficial ownership of the
common stock, $.01 par value per share (the "Common Stock"), of Datamarine
International, Inc. (the "Issuer") on October 10, 1997.
Item 1. Security and Issuer.
This Schedule 13D relates to the $.01 par value Common Stock (the "Common
Stock") of Datamarine International, Inc., a Massachusetts corporation (the
"Issuer"). The Company's principal executive offices are located at 7030 -
220th Street S.W., Mountlake Terrace, WA 98043.
Item 2. Identity and Background.
a) Stephen W. Frankel
b) 909 Via Mirada, Palos Verdes Estates CA 90274
c) Self employed, Private Investor, same address as above
d) None
e) None
f) United States
Item 3. Source and Amount of Funds or Other Consideration
During the period from March 26, 1996 through July 23, 1997 Stephen W.
Frankel acquired 57,900 shares of Common Stock of the Issuer in open market
transactions at prices from $6.00 - $10.75 per share. The aggregate purchase
price was $523,087.50. On July 31, 1997 Stephen W. Frankel acquired 2,100
shares of Common Stock of the Issuer in open market transactions for $6.25 per
share. The aggregate purchase price was $13,125. On September 10, 1997 Stephen
W. Frankel received 2,520 $0.10 Common Stock Warrants of the Issuer in
connection with a subordinated short term loan to the Issuer. Each Common Stock
Warrant allows the holder to immediately acquire one share of Common Stock of
the Issuer. On October 10, 1997 Stephen W. Frankel acquired 4,300 shares of
Common Stock of the Issuer in open market transactions for $4.375 per share.
The aggregate purchase price was $18,812.50. On March 10, 1998 Stephen W.
Frankel received 7,500 $0.10 Common Stock Warrants of the Issuer in connection
with the renewal of a subordinated short term loan to the Issuer. Each Common
Stock Warrant allows the holder to immediately acquire one share of Common
Stock of the Issuer. On April 2, 1998 Stephen W. Frankel was granted an option
to acquire 2,000 shares of Common Stock at an exercise price of $5.06 per
share. On September 1, 1998 Stephen W. Frankel acquired 56,776 shares of Common
Stock of the Issuer upon conversion of $160,676.10 in subordinated debt and
accrued interest at a conversion price of $2.83 per share. The source of funds
for all transactions was cash paid by Stephen W. Frankel from working capital,
no funds borrowed.
Item 4. Purpose of Transaction.
The purpose of all the transactions reported hereunder was to acquire the
Common Stock of Issuer solely for investment purposes. Stephen W. Frankel does
not have any current plans or proposals that relate to or would result in any
of the actions or occurrences described in Items 4(a) - 4(j) of Schedule 13D.
Page 3 of 4 Pages
Item 5. Interest in Securities of the Issuer.
(a) Stephen W. Frankel is the record owner of 121,076 shares of the
Issuer's Common Stock representing 9.0% of the Issuer's outstanding Common
Stock. Stephen W. Frankel also holds 10,020 currently exercisable $0.10 Common
Stock Warrants which allow him to purchase 10,020 shares of Common Stock and
2,000 currently exercisable Common Stock Options which allow him to purchase
2,000 shares of Common Stock, representing 0.9% of the Issuers outstanding
Common Stock.
Stephen W. Frankel's adult children own 7,500 shares of the Issuer's
Common Stock. All such shares were directly acquired by them in open market
transactions. Stephen W. Frankel disclaims beneficial ownership of all shares
owned by his children.
(b) Stephen W. Frankel has sole power to vote or to dispose of 121,076
shares of Common Stock, 10,020 Common Stock Warrants and 2,000 Common Stock
Options.
(c) During the past 60 days, the following transaction was effected: On
September 1, 1998 Stephen W. Frankel acquired 56,776 shares of Common Stock of
the Issuer upon conversion of $160,676.10 in subordinated debt and accrued
interest at a conversion price of $2.83 per share.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
Signature
After reasonable inquiry and to best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 11, 1998
/s/ STEPHEN W. FRANKEL
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STEPHEN W. FRANKEL
Page 4 of 4 Pages
