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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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DOTRONIX, INC.
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(Name of Issuer)
COMMON STOCK, $.05 PAR VALUE
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(Title of Class of Securities)
258564 10 3
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(CUSIP Number)
WILLIAM S. SADLER, 160 FIRST STREET S.E., NEW BRIGHTON, MN 55112
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
JUNE 21, 1995
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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.)
* 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).
(Continued on following page(s))
Page 1 of 4
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CUSIP No. 258564 10 3 13D Page 2 of 4 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William S. Sadler
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF |
| 7. SOLE VOTING POWER
SHARES |
| 1,033,407
BENEFICIALLY |
| 8. SHARED VOTING POWER
OWNED BY |
|
EACH | 9. SOLE DISPOSITIVE POWER
|
REPORTING | 1,033,407
|
PERSON | 10. SHARED DISPOSITIVE POWER
|
WITH |
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,033,407
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH PAGES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
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SCHEDULE 13D
This Amendment No. 3 to Schedule 13D is being filed to reflect changes in
the amount and form of beneficial ownership of common stock of Dotronix, Inc.
ITEM 1. SECURITY AND ISSUER.
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This Statement relates to the Common Stock, $.05 par value (the "Common
Stock"), of Dotronix, Inc. (the "Issuer"). The Issuer's principal executive
offices are located at 160 First Street S.E., New Brighton, Minnesota 55112.
ITEM 2. IDENTITY AND BACKGROUND.
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The undersigned, William S. Sadler, is the Chief Executive Officer of the
Issuer and his business address is set forth above. He is a United States
citizen.
The undersigned, during the last five years, has not been convicted in a
criminal proceeding (excluding traffic violations or other similar misdemeanors)
and has not been a party to a civil proceeding of a judicial or administrative
body that resulted in judgment or final order regarding violations of federal or
state securities laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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The amount of funds used by the undersigned in exercising warrants to
purchase 50,000 shares of Common Stock and exercising options to purchase 21,518
shares of Common Stock on June 21, 1995, and the source of such funds was
personal funds. None of such funds were borrowed or otherwise obtained for the
purpose of acquiring, holding, trading or voting the securities.
ITEM 4. PURPOSE OF TRANSACTION.
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The purpose of Mr. Sadler's acquisition of the shares of the Issuer is for
investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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The undersigned beneficially owns 1,033,407 shares of Common Stock
(including (a) 10,759 shares of Common Stock that may be purchased pursuant to
currently exercisable stock options that vested on June 25, 1992, (b) 10,759
shares of Common Stock that may be purchased pursuant to currently exercisable
stock options that vested on June 25, 1993, (c) 190,571 shares of Common Stock
directly owned and previously acquired, (d) 659,800 shares of Common Stock owned
and previously acquired through Minnesota River Aviation, of which the
undersigned is the sole shareholder, and (e) currently exercisable warrants to
purchase 90,000 shares of Common Stock previously acquired), and (f) the 71,518
shares of Common Stock purchased on June 21, 1995 pursuant to options and
warrants, reported hereby), which constitutes 24.1% of the
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shares of Common Stock of the Issuer. This percentage is based upon the
denominator of 4,173,214 outstanding shares of Common Stock as of July 16, 1995,
plus 90,000 shares which may be purchased pursuant to the warrant and 21,518
shares which may be purchased pursuant to currently exercisable stock options.
Except as otherwise noted above, the undersigned holds sole voting power and
power of disposition in connection with all such shares.
Additionally, the undersigned's spouse owns 12,800 shares of Common Stock,
for which the undersigned disclaims beneficial ownership.
ITEMS 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER.
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In connection with the acquisition of 120,000 shares of Common Stock and a
warrant to purchase 170,000 shares of Common Stock, the Issuer and the
undersigned entered into a Purchase Agreement dated October 11, 1991 containing
various representations, warranties and other obligations of the undersigned and
the Issuer. In order to induce the undersigned to purchase such securities,
certain registration rights were granted in connection therewith.
In addition, the undersigned was granted by the Issuer in June 1991 options
to purchase an aggregate of 32,277 shares of Common Stock, which options became
exercisable in June 1992 and June 1993. The exercise prices of the options are
$2.34 per share (for 10,759 shares that became exercisable in June 1992) and
$1.30 per share (for 21,518 shares that became exercisable in June 1993). The
undersigned was granted by the Issuer in May 1993 options to purchase an
aggregate of 21,518 shares of Common Stock, half of which options became
exercisable in May 1995 and half of which options become exercisable in May
1997. The exercise price of such options is $.86 per share.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit 1: Purchase Agreement between the Issuer and the undersigned,
including Exhibit A - Form of Stock Subscription Warrant and Exhibit B - Form of
Registration Rights Agreement (incorporated by reference to Exhibit 1 to the
original filing of this Schedule 13D).
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 and complete.
Dated: July 20, 1995
/s/ William S. Sadler
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William S. Sadler
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