<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
IPL SYSTEMS, INC.
- -------------------------------------------------------------------------------
(NAME OF THE ISSUER)
CLASS A COMMON STOCK, $.01 PAR VALUE PER SHARE
- -------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
0004498131
- -------------------------------------------------------------------------------
(CUSIP NUMBER)
W. DAVID SYKES
10140 MESA RIM ROAD
SAN DIEGO, CA 92121
(619) 453-9191
- -------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
JUNE 3, 1997
- -------------------------------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If this 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 [ ].
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)
(Page 1 of 7 Pages)
1.
<PAGE> 2
CUSIP No. 0004498131 13D Page 2 of 7 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
W. DAVID SYKES S.S. ###-##-####
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
N/A (b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 3(d) or 2(e) N/A [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
17,044,298
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 17,044,298
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,044,298
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
N/A
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.9%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
- ---------
Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as
amended.
2.
<PAGE> 3
ITEM 1. SECURITY AND THE ISSUER
(a) Title of Security:
Class A Common Stock, $.01 par value per share.
(b) Name of the Issuer:
IPL SYSTEMS, INC., a Massachusetts corporation.
(c) The Issuer's principal executive office:
124 Acton Street
Maynard, MA 10754
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of the Reporting Person:
W. David Sykes
(b) Address of business:
10140 Mesa Rim Road
San Diego, CA 92121
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted.
(i) Vice Chairman of the Board and President of the Issuer.
124 Acton Street
Maynard, MA 01754
Description of business: the Issuer is in the business of
designing, marketing and servicing high availability
business-critical storage solutions for the Unix and
Windows NT environments.
(ii) Director, President and Chief Executive Officer of
Andataco, a California Corporation and a wholly-owned
subsidiary of the Issuer ("Andataco").
10140 Mesa Rim Road
San Diego, CA 92121
Description of business: Andataco is a computer hardware
and software systems designer integrator and manufacturer.
(d) Convictions in criminal proceedings since June 3, 1992:
None.
(e) Judgments for violations of Securities Laws since June 3, 1992:
None.
(f) United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Reporting person acquired all of the shares of Issuer reflected
in this report pursuant to that certain Agreement and Plan of
Merger and Reorganization (the "Merger Agreement"), dated as of
February 28, 1997, whereby Andataco was merged with a wholly
owned subsidiary of the Issuer (the "Merger").
Pursuant to the terms and conditions of the Merger Agreement,
each share of Andataco Common Stock issued and outstanding
immediately prior to the effectiveness of such merger was
converted in the right to receive 1,807.84 shares of Class A
Common Stock $.01 par value per share (the "Class A Common
Stock" of the Issuer.
As a major shareholder of Andataco, Reporting Person was issued
17,044,298 shares of the Class A Common Stock of the Issuer in
exchange for all of the shares of Common Stock of Andataco held
by the Reporting Person immediately prior to the Merger.
3.
<PAGE> 4
ITEM 4. PURPOSE OF THE TRANSACTION
The issuance of shares of Class A Common Stock of the Issuer to
Reporting Person upon the effectiveness of the Merger as
described in Item 3 above was effected pursuant to the terms and
conditions of the Merger Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Beneficial Ownership: 17,044,298
Percentage Ownership: 71.9%*
(b) Sole Voting Power: 17,044,298
Shared Voting Power: -0-
Sole Dispositive Power: 17,044,298
Shared Dispositive Power: -0-
(c) Recent Transactions: None.
(d) Right to Receive Dividends: Reporting person has
exclusive right.
(e) Ownership below 5%: Not applicable.
- ----------
* Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of
1934, as amended.
4.
<PAGE> 5
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(2.1) Agreement and Plan of Merger and Reorganization, dated as of
February 28, 1997, by and among the Issuer, IPL Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary
of the Issuer, Andataco and the Reporting Person, a shareholder
of Andataco (incorporated by reference to the Issuer's current
report on Form 8-K dated February 28, 1997).
5.
<PAGE> 6
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.
June 12, 1997
-----------------------------
(Date)
/s/ W. David Sykes
-----------------------------
W. David Sykes
6.
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF DOCUMENT PAGE
- ------- ----------------------- ----
<S> <C> <C>
(2.1) Agreement and Plan of Merger and Reorganization, dated as of February
28, 1997, by and among the Issuer, IPL Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of the Issuer, Andataco
and the Reporting Person, a shareholder of Andataco (incorporated
by reference to the Issuer's current report on Form 8-K dated
February 28, 1997).
</TABLE>
7.
