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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Datakey, Inc.
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(Name of Issuer)
Common Stock, $.05 Par Value
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(Title of Class of Securities)
237909
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(CUSIP Number)
David M. Winton, Parsnip River Company, a Limited Partnership,
4422 IDS Center, South Eighth Street, Minneapolis, Minnesota 55402;
(612/338-0216)
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 14, 1996
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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 _______.
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 these cover pages 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 9 Pages
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CUSIP No.: 237909 13D Page 2 of 9 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Michael Winton
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7. SOLE VOTING POWER
SHARES None
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 272,500
EACH 9. SOLE DISPOSITIVE POWER
REPORTING None
PERSON 10. SHARED DISPOSITIVE POWER
WITH 272,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5 % (based on 2,880,403 outstanding as of November 12, 1996)
14. TYPE OF REPORTING PERSON*
IN
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CUSIP No.: 237909 13D Page 3 of 9 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sarah Rand Winton
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7. SOLE VOTING POWER
SHARES None
BENEFICIALLY 8. SHARED VOTING POWER
272,500
OWNED BY
9. SOLE DISPOSITIVE POWER
EACH
None
REPORTING
10. SHARED DISPOSITIVE POWER
PERSON WITH 272,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5 % (based on 2,880,403 outstanding as of November 12, 1996)
14. TYPE OF REPORTING PERSON*
IN
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This Amendment No. 3 relates to the acquisition by David M. Winton and
Sarah R. Winton (collectively, "Mr. and Mrs. Winton"), as general partners of
Parsnip Marketable Securities, a Limited Partnership ("Parsnip Securities"), of
beneficial ownership of certain shares of common stock of Datakey, Inc. Mr. and
Mrs. Winton are filing this Amendment No. 3 to update certain information
contained in Amendment No. 2, however, they believe that the changes reflected
in this Amendment No. 3 do not constitute a material change in the information
previously reported.
Item 1. Security and Issuer.
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The securities to which this statement relates are the common stock, par
value $.05, (the "Common Stock"), of Datakey, Inc., a Minnesota corporation (the
"Issuer"), with its principal executive offices located at 407 West Travelers
Trail, Burnsville, Minnesota 55337.
Item 2. Identity and Background.
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This statement is filed by David M. Winton and Sarah R. Winton. Mr. and
Mrs. Winton's business address is 4422 IDS Center, 80 South Eighth Street,
Minneapolis, Minnesota 55402. The principal occupation of Mr. and Mrs. Winton is
the management of certain Winton family investments. Mr. and Mrs. Winton
currently serve as general partners of various Winton family investment
partnerships. During the last five years, neither Mr. Winton nor Mrs. Winton has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and neither has been a party to a civil proceeding as a result of
which he or she was or is 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 violation with respect to such laws. Mr.
and Mrs. Winton are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
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Parsnip Securities purchased the 5,000 shares of Common Stock referred to
in Item5 for an aggregate of $41,250 or $8.25 per share and the 13,000 shares
for an aggregate of $108,875 or $8.375 per share. Parsnip Securities used
general funds to make these purchases.
Item 4. Purpose of Transaction.
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Parsnip Securities purchased the Common Stock referred to in Item 5 for
investment. Depending upon market conditions and other investment
considerations, Mr. and Mrs. Winton may, from time to time, acquire beneficial
ownership of additional shares of Common Stock, dispose of some or all of the
shares of Common Stock beneficially owned by them, and otherwise deal with such
shares in any other manner deemed appropriate by such persons.
Page 4 of 9 Pages
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Except as stated above, Mr. and Mrs. Winton have no present plans or
proposals that relate to or would result in (i) the acquisition or disposition
of securities of the Issuer by any person; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (iv) any change in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (v) any material change in the present capitalization or
dividend policy of the Issuer; (vi) any other material change in the Issuer's
business or corporate structure; (vii) changes in the Issuer's articles of
incorporation or bylaws or other actions which may impede the acquisition of
control of the Issuer by any person; (viii) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (ix) causing a class of equity securities to
become eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended; or (x) any action similar to
any of those enumerated in clauses (i) through (ix) of this sentence. Mr. and
Mrs. Winton may formulate plans or proposals with respect to one or more of the
foregoing in the future.
Item 5. Interest in Securities of the Issuer.
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Mr. and Mrs. Winton, as general partners of Parsnip Securities and Bond
Investment Partners, a Limited Partnership ("Bond Investment"), a Minnesota
limited partnership, beneficially own an aggregate of 272,500 shares of Common
Stock, or 9.5% of the number of shares of Common Stock outstanding as of
November 12, 1996, 122,500 of which are held by Parsnip Securities and 150,000
of which are held by Bond Investment. Since June 1, 1996, Mr. and Mrs. Winton
have acquired beneficial ownership of 18,000 shares of Common Stock through
purchases by Parsnip Securities, on the national over-the-counter market in open
market transactions as follows:
<TABLE>
<CAPTION>
Number of Price
Purchaser Date Shares Per Share
- --------- ---- --------- ---------
<S> <C> <C> <C>
Parsnip Securities June 13, 1996 5,000 $8.25
Parsnip Securities June 14, 1996 13,000 $8.375
</TABLE>
Parsnip Securities and Bond Investment are Minnesota limited partnerships.
The principal business of each of Parsnip Securities and Bond Investment is to
make capital investments for its own account as an investment vehicle for
certain members of the Winton family. Except as described below, all of the
beneficial interests in Parsnip Securities and Bond Investment are held,
directly or indirectly, by Mr. and Mrs. Winton or their descendants.
With respect to the shares of Common Stock held by Bond Investment, Mr. and
Mrs. Winton share the power to vote and direct the disposition of such shares
with Raymond A. Lipkin, the investment manager of Bond Investment. Mr. Lipkin's
Page 5 of 9 Pages
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business address is 161 South Ferndale Road, Wayzata, Minnesota 55391. Mr.
Lipkin's principal occupation is as an investment manager. During the last five
years, Mr. Lipkin has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) and has not been a party to a civil
proceeding as a result of which he was or is 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 violation
with respect to such laws. Mr. Lipkin is a citizen of the United States of
America.
With respect to the shares of Common Stock held by Parsnip Securities, Mr.
and Mrs. Winton share the power to vote and direct the disposition of such
shares with Timothy A. Stepanek, who is also a general partner of Parsnip
Securities. Mr. Stepanek's business address is 4422 IDS Center, 80 South Eighth
Street, Minneapolis, Minnesota 55402. Mr. Stepanek's principal occupation is as
an investment manager for Mr. and Mrs. Winton and certain Winton family
partnerships under their control. During the last five years, Mr. Stepanek has
not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and has not been a party to a civil proceeding as a result
of which he was or is 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 violation with respect to such laws. Mr.
Stepanek is a citizen of the United States of America.
In addition to the shares of Common Stock held by Parsnip Securities, Mr.
Stepanek's wife and children own an additional 15,000 shares of Common Stock
over which Mr. Stepanek exercises voting and investment power. Mr. and Mrs.
Winton disclaim beneficial ownership of these shares.
The limited partners of Parsnip Securities ultimately have the right to
receive the dividends from, or the proceeds from the sale of, the shares of
Common Stock held by such entities, however, none of the limited partners have
any voting or investment control over the investments held by Parsnip
Securities. None of such limited partners has an interest in more than five
percent of the Issuer's outstanding Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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There are no contracts, arrangements or relationships (legal or otherwise)
among the persons named in Item 2 above or between such persons and any other
person relating specifically to any securities of Datakey, Inc.
Page 6 of 9 Pages
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Item 7. Materials to be Filed as Exhibits.
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Exhibit A - Joint Filing Agreement, dated as of March 8, 1990 between
David M. Winton and Sarah R. Winton. (Incorporated by
reference to Exhibit A to the original filing of this
Schedule 13D).
Exhibit B - Power of Attorney. (Incorporated by reference to Exhibit B
to the original filing of this Schedule 13D).
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 21, 1997 DAVID M. WINTON
SARAH R. WINTON
By: /s/ David M. Winton
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David M. Winton, pro se and as
attorney-in-fact
Page 7 of 9 Pages
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Datakey, Inc., a Minnesota corporation, executed
on March 8, 1990 is, and any amendments thereto signed by or on behalf of each
of the undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
Dated: March 8, 1990
/s/ David M. Winton
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David M. Winton
/s/ Sarah R. Winton
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Sarah R. Winton
Page 8 of 9 Pages
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EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints David M. Winton and Timothy A. Stepanek as his or her
true and lawful attorneys-in-fact and agents, each acting along, with full power
of substitution and resubstitution, in any and all capacities, to sign a
Schedule 13D and any amendments thereto with respect to securities of Datakey,
Inc. beneficially owned by the undersigned, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby ratifies and confirms all that
said attorneys-in-fact and agents, each acting alone, or his substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been executed on the 8th day
of March, 1990, by the undersigned.
/s/ David M. Winton
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David M. Winton
/s/ Sarah R. Winton
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Sarah R. Winton
Page 9 of 9 Pages
