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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c),
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b)
(AMENDMENT NO. ________________)*
Datakey, Inc.
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(Name of Issuer)
Common Stock, par value $.05 per share
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(Title of Class of Securities)
237909312
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(CUSIP Number)
June 21, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*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).
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CUSIP No. 237909312
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above person (entities only)
Leviticus Partners, LP ("Leviticus")
IRS # 13-3896587
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
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3. SEC Use Only
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4. Citizenship or Place of Organization Delaware
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Number of 5. Sole Voting Power 316,500
Shares Bene- -----------------------------------------------------------
ficially
Owned by Each 6. Shared Voting Power 0
Reporting -----------------------------------------------------------
Person With:
7. Sole Dispositive Power 316,500
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8. Shared Dispositive Power 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 316,500
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10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) / /
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11. Percentage of Class Represented by Amount in Row (9) 8.4%
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12. Type of Reporting Person (See Instructions) PN
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ITEM 1(a). NAME OF ISSUER:
Datakey, Inc. (the "Issuer").
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The principal executive offices of the Issuer are located at
407 W. Travelers Trail, Burnsville, Minnesota 55337.
ITEM 2(a). NAME OF PERSON FILING:
The name of the person filing this Report is Leviticus
Partners, LP ("Leviticus"). Leviticus is a limited partnership organized under
the laws of the State of Delaware. Prior to June 21, 1999, Leviticus held
116,500 shares of Common Stock, par value $.05 per share, of the Issuer (the
"Common Stock"). On June 21, 1999, pursuant to a private placement completed by
the Issuer, Leviticus purchased an additional 100,000 shares of Common Stock and
100,000 immediately exercisable warrants, each to purchase one share of Common
Stock, with an exercise price of $2.50 per share.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business address of Leviticus is 590 Madison
Avenue, 34th Floor, New York, New York 10022.
ITEM 2(c). CITIZENSHIP:
Leviticus is a limited partnership organized under the laws of
Delaware.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.05 per share
ITEM 2(e). CUSIP NUMBER:
237909312
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or dealer registered under Section 15 of the
Exchange Act.
(b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) / / Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
(d) / / Investment Company registered under Section 8 of the
Investment Company Act.
(e) / / An investment advisor in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) / / An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g) / / A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h) / / A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act.
(i) / / A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act.
(j) / / Group in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. /X/
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ITEM 4. OWNERSHIP.
(a) 216,500 shares of Common Stock and immediately
exercisable warrants to purchase 100,000 shares of
Common Stock.
(b) 8.4% of the outstanding shares of Common Stock as of
June 21, 1999.
(c) (i) 316,500
(ii) 0
(iii) 316,500
(iv) 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
ITEM 10. CERTIFICATIONS.
By signing below the undersigned certifies that, to the best
of his knowledge and belief, the securities referred to above were not acquired
and are not held for the purposes of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
MATERIAL TO BE FILED AS EXHIBITS.
N/A
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SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: June 30, 1999
LEVITICUS PARTNERS, LP
By: /s/ ADAM M. HUTT
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Name: Adam M. Hutt
Title: President, AMH Equity Ltd.
(General Partner)
