<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
DATA SWITCH CORPORATION
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
237863105
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(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
(212) 872-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 19, 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 the 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.
*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
disclosure 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 page(s)
Page 1 of 8 Pages
Exhibit Index: None
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SCHEDULE 13D
CUSIP NO. 237863105 PAGE 2 OF 8 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PURNENDU CHATTERJEE
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. /x/
3 SEC Use Only
4 Source of Funds*
PF; AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) /x/
6 Citizenship or Place of Organization
UNITED STATES
7 Sole Voting Power
Number of 118,600
Shares
Beneficially 8 Shared Voting Power
Owned By 1,284,200
Each
Reporting 9 Sole Dispositive Power
Person 118,600
With
10 Shared Dispositive Power
1,284,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,402,800
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
11.36%
14 Type of Reporting Person*
IN; IA
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SCHEDULE 13D
CUSIP NO. 237863105 PAGE 3 OF 8 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
BEALL TECHNOLOGIES, INC.
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
DELAWARE
7 Sole Voting Power
Number of 1,284,200
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,284,200
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,284,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
10.40%
14 Type of Reporting Person*
CO
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 3 to Schedule 13D amends the initial statement on
Schedule 13D dated July 6, 1992 (the "Initial Statement"), as subsequently
amended by Amendment No. 1 dated August 6, 1992 and Amendment No. 2 dated
January 22, 1993 and relates to shares (the "Shares") of Common Stock, $.01 par
value, of Data Switch Corporation (the "Issuer"). The address of the principal
executive office of the Issuer is One Enterprise Drive, Shelton, Connecticut
06484. This Amendment No. 3 is being filed to report certain recent
transactions in the Shares by one of the Reporting Persons and restates certain
information disclosed in the Initial Statement and subsequent amendments
thereto as it is the first amendment to be filed on EDGAR. The Initial
Statement and subsequent amendments thereto are supplementally amended as set
forth herein.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of Dr. Purnendu Chatterjee ("Dr.
Chatterjee") and Beall Technologies, Inc. ("Beall") (together, the "Reporting
Persons").
(a) The principal occupation of Dr. Chatterjee, a United States
citizen, is as an investment manager. Dr. Chatterjee's principal business
address is located at 888 Seventh Avenue, 30th Floor, New York, New York 10106.
On January 13, 1993, the Securities and Exchange Commission
(the "Commission") filed a civil complaint in the United States District Court
for the District of Massachusetts against certain defendants, including Dr.
Chatterjee, wherein the Commission alleged that Dr. Chatterjee engaged in
conduct in violation of, or aided and abetted certain alleged violations of,
Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 (the "1934
Act") and certain rules promulgated thereunder. Dr. Chatterjee settled the
Commission's action on the same date it was filed without admitting or denying
the allegations of the complaint. Dr. Chatterjee consented to the entry of a
final judgment restraining and enjoining him from inter alia, violating, or
aiding and abetting violations of, Sections 10(b) and 14(e) of the 1934 Act and
the rules promulgated thereunder. Dr. Chatterjee also agreed to pay a civil
penalty of $643,855. During the past five years, Dr. Chatterjee, has not been
convicted in any criminal proceeding.
Pursuant to regulations promulgated under Section 13(d) of the
1934 Act, Dr. Chatterjee, as an officer, director, majority shareholder and
person ultimately in control of Beall may be deemed a "beneficial owner" of
securities, including the Shares, held by Beall.
(b) Beall is a Delaware corporation, the principal business of
which is the manufacture of channel switching and extension devices for
computers. Beall has its principal office at 100 Lighting Way, Secaucus, New
Jersey 07094-0508. Dr. Chatterjee, the President and a Director of Beall, owns
approximately 80% of Beall's voting stock and Mr. George Soros, another
Director of Beall, owns approximately 20% of Beall's voting stock. The
principal occupation of Mr. Soros, a United States citizen, is his direction of
the activities of Soros Fund Management ("SFM"), an investment advisory firm
and sole proprietorship of which Mr. Soros is the sole proprietor. Mr. Soros
has his principal office at 888 Seventh Avenue, 33rd Floor, New York, New York
10106.
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During the past five years, neither Beall nor Mr. Soros has
been: (i) convicted in a criminal proceedings; or (ii) a party to any civil
proceeding as a result of which any of them has been 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 violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
A schedule identifying all transactions in the Shares effected by the
Reporting Persons since July 6, 1992 is included as Annex A hereto, which is
incorporated by reference to this Item 3.
ITEM 4. PURPOSE OF TRANSACTION.
As disclosed in the Initial Statement dated July 6, 1992,
Dr. Chatterjee engaged in preliminary discussions with the Issuer's management
regarding management's interest in a possible acquisition of Beall's business
by the Issuer or another form of business combination and certain related
financing arrangements, as well as a number of other possible negotiated or
market transactions, that could result in a change of control of Issuer. The
discussions did not result in any understanding regarding the structure or
valuation of any such possible transaction, and the Reporting Persons reported
in Amendment No. 1 that the Issuer and Beall determined not to pursue any
discussion concerning a business combination or any other negotiated or market
transaction that could result in a change of control of the Issuer.
Except has set forth herein, the Reporting Persons have no present
plans or proposals that relate to or would result in any change in the
business, policies, management, structure or capitalization of the Issuer. The
Reporting Person reserves the right to acquire additional securities of the
Issuer, to dispose of such securities at any time or to formulate other
purposes, plans or proposals regarding the Issuer or any of its securities, to
the extent deemed advisable in light of its general investment and trading
policies, market conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) i) Beall may be deemed the beneficial owner of 1,284,200
Shares (approximately 10.40% of the total Shares outstanding).
ii) Dr. Chatterjee may be deemed the beneficial owner of
1,402,800 Shares (approximately 11.36% of the total Shares outstanding). This
number consists of (i) 118,600 Shares held directly by Dr. Chatterjee, and
(iii) 1,284,200 Shares held by Beall.
(b) i) The authority to vote and to direct the disposition
of the Shares held by Beall is shared by its directors, Dr. Chatterjee and
Mr. Soros.
ii) Dr. Chatterjee has the sole power to vote and to
direct the disposition of the Shares that he holds personally.
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(c) Except as disclosed in Annex A hereto, there have been no
transactions in the Shares by either of the Reporting Persons since July 6,
1992.
(d) The shareholders of Beall have the right to participate in the
receipt of dividends from, or proceeds from the sale of, securities held by
Beall (including the Shares) in accordance with their share ownership interests
in Beall.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as otherwise indicated in this statement, none of the persons
identified in response to Item 2 of this statement have any contracts,
arrangements, understandings or relationships with respect to any securities of
the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Joint Filing Agreement, dated as of July 6, 1992 by and
between Beall Technologies, Inc. and Dr. Purnendu Chatterjee (filed as Exhibit
A to the Initial Statement and incorporated herein by reference).
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: May 19, 1995
BEALL TECHNOLOGIES, INC.
By: /s/ Purnendu Chatterjee
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President
/s/ Purnendu Chatterjee
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Purnendu Chatterjee
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ANNEX A
RECENT TRANSACTIONS IN THE COMMON STOCK OF
DATA SWITCH CORPORATION
FOR THE ACCOUNT OF BEALL(1)
<TABLE>
<CAPTION>
NATURE OF NUMBER OF PRICE PER
DATE TRANSACTION SHARES SHARE
- -------- ----------- --------- ---------
<S> <C> <C> <C>
6/26/92 Purchase 1,125,000 $1.04
7/22/92 Purchase 60,000 $1.625
</TABLE>
FOR THE ACCOUNT OF DR. CHATTERJEE(1)
<TABLE>
<CAPTION>
NATURE OF NUMBER OF PRICE PER
DATE TRANSACTION SHARES SHARE
- -------- ----------- --------- ---------
<S> <C> <C> <C>
5/18/95 Sale 60,000 $4.1875
5/19/95 Sale 26,500 $4.1739
</TABLE>
____________________
(1) Effected at the direction of Dr. Purnendu Chatterjee.
