UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
THE DIANA CORPORATION
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
809180-10-2
(CUSIP Number)
George M. Weischadle
Sattel Technologies, Inc.
9145 Deering Avenue
Chatsworth, California 91311
(818) 718-6437
Copies to:
Timothy R. Greenleaf, Esq.
Fulbright & Jaworski L.L.P.
865 S. Figueroa Street
29th Floor
Los Angeles, California 90017
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 3, 1996
(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 the statement. XX (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.
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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).
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SCHEDULE 13D
CUSIP No. 809180-10-2 Page 3 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(a) Sattel Technologies, Inc.
95-3966863
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
(a) California
NUMBER 7. SOLE VOTING POWER
OF (a) 300,000
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) 0
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 300,000
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) 300,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 5.97%
14. TYPE OF REPORTING PERSON
(a) CO
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Item 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $1.00 per share
(the "Common Stock") of The Diana Corporation, a Delaware corporation (the
"Company") and is being filed by Sattel Technologies, Inc., a California
corporation ("Sattel").
Item 2. IDENTITY AND BACKGROUND
Item 3. SOURCE AND AMOUNT OF FUNDS
On January 16, 1996, Sattel acquired 350,000 shares of Common Stock
of Diana in exchange for shares of Sattel Communications Corp., a Nevada
corporation, pursuant to an Exchange Agreement (the "Exchange Agreement"),
dated January 16, 1996, a copy of which was attached as Exhibit B to that
certain Schedule 13D filed by Sattel on January 26, 1996. On May 3, 1996,
Sattel and the Company, among others, agreed to amend the Exchange Agreement
to, among other things, provide that Sattel shall, and thereby did, transfer
50,000 shares of Common Stock to the Company. Accordingly, on May 3, 1996,
Sattel's ownership of Common Stock was reduced from 350,000 shares to 300,000
shares. A copy of the Second Supplemental Agreement Relating to Joint
Venture and Exchange Agreement Reformation, dated May 3, 1996 (pursuant to
which the Exchange Agreement was amended as described herein), is attached
hereto as Exhibit A.
Item 4. PURPOSE OF TRANSACTION
Item 5. INTEREST IN SECURITIES OF THE COMPANY
(a) As of May 3, 1996, Sattel beneficially owned a total of
300,000 shares of the Common Stock of the Company, constituting approximately
5.97% of the shares of Common Stock then outstanding, based on 5,028,590
shares of Common Stock outstanding.
(b) Sattel has sole voting and dispositive power with respect to
all 300,000 shares of Common Stock.
(c) No transactions in the Common Stock were effected during the
past 60 days by Sattel (except as described in this Schedule 13D) or, to the
best of Sattel's knowledge, by any executive officer, director or controlling
person of Sattel.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
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Item 7. EXHIBITS
A. Second Supplemental Agreement Relating to Joint Venture and
Exchange Agreement Reformation
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.
Dated: May 20, 1996
SATTEL TECHNOLOGIES, INC.
By: /s/ George M. Weischadle
Name: George M. Weischadle
Title: President
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EXHIBIT A
SECOND SUPPLEMENTAL AGREEMENT RELATING TO
JOINT VENTURE AND EXCHANGE AGREEMENT REFORMATION
THIS AGREEMENT is made and entered into this 3rd day of May, 1996,
by and among The Diana Corporation, a Delaware corporation ("Diana"), D.O.N.
Communications Corp., a Nevada corporation ("DCC"), Sattel Technologies,
Inc., a California corporation ("Sattel"), and Space Risk Management Limited,
organized in the Cayman Islands ("SRML").
WHEREAS, the parties hereto have entered into a Supplemental
Agreement Relating to Joint Venture dated January 16, 1996 (the "First
Supplemental Agreement");
WHEREAS, Diana and Sattel have entered into an Exchange Agreement
dated January 16, 1996 (the "Exchange Agreement") with respect to the common
stock of Sattel Communications Corp. ("SCC");
WHEREAS, the parties wish to confirm their agreement to amend the
First Supplemental Agreement and to amend and reform Exchange Agreement as
more specifically set forth below;
NOW, THEREFORE, the parties hereto agree as follows:
1. AMENDMENTS TO FIRST SUPPLEMENTAL AGREEMENT.
Paragraphs 1, 2(c), 4(c) and 7, and Exhibits A and D, of the First
Supplemental Agreement are hereby deleted.
2. REFORMATION OF EXCHANGE AGREEMENT.
(a) Sattel hereby transfers, assigns and conveys to Diana all
right, title and interest in and to an additional 150 shares of common stock
of SCC, free and clear of all liens, claims, encumbrances and restrictions.
Upon execution hereof, Sattel shall deliver to Diana a certificate or
certificates representing such additional 150 shares of common stock of SCC,
duly endorsed or endorsed in blank or accompanied by validly executed stock
powers.
(b) Sattel hereby transfers, assigns and conveys to Diana all
right, title and interest in and to 50,000 shares of common stock of Diana,
free and clear of all liens, claims, encumbrances and restrictions. Upon
execution hereof, Sattel shall deliver to Diana a certificate representing
the Diana shares accompanied by validly executed stock powers for 50,000 of
such shares.
3. MUTUAL RELEASE.
(a) Sattel hereby releases, discharges and holds harmless Diana
and its officers, directors, employees, agents, representatives, successors
and assigns from all actions, claims, causes of action, covenants, contracts,
agreements, obligations and liabilities arising out of agreement or imposed
by law or otherwise, incurring or arising at any time prior to execution
hereof, and in each case relating to the obligations of Diana or Sattel under
the registration rights provisions of the Exchange Agreement (Exhibit A
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thereto), provided Diana's obligation under such registration rights
provisions shall survive execution hereof with respect to future obligations.
(b) Diana hereby releases, discharges and holds harmless Sattel
and its officers, directors, employees, agents, representatives, successors
and assigns from all actions, claims, causes of action, covenants, contracts,
agreements, obligations and liabilities arising out of agreement or imposed
by law or otherwise, incurring or arising at any time prior to execution
hereof; provided all existing agreements of Sattel shall survive execution
hereof with respect to future obligations.
4. COOPERATION IN SALE OF DIANA STOCK. Diana agrees to cooperate
with Sattel's efforts to sell up to 100,000 shares of Diana common stock.
IN WITNESS WHEREOF, the parties hereto have executed this agreement
as of the date first above written.
THE DIANA CORPORATION
By: /s/ Richard Fisher
D.O.N. COMMUNICATIONS CORP.
By: Richard Fisher
SATTEL TECHNOLOGIES, INC.
By: /s/ George M. Weischadle
SPACE RISK MANAGEMENT LIMITED
By: [dissolved]
