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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment No 1 )*
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Datakey, Inc.
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(Name of Issuer)
Common Stock, $.05 Par Value
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(Title of Class of Securities)
237909 10 6
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(CUSIP Number)
Thomas G. Lovett IV
Lindquist & Vennum P.L.L.P.
4200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
Telephone: (612) 371-3273
Fax Number: (612) 371-3207
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 11, 2000
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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 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 8 Pages
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CUSIP No. 23709 10 6 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (entities only)
Raymond A. Lipkin
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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 SOURCE OF FUNDS (see instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Raymond A. Lipkin is a citizen of the United States.
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7 SOLE VOTING POWER
NUMBER OF 661,000
SHARES --------- ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 10,000
REPORTING --------- ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH:
661,000
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10 SHARED DISPOSITIVE POWER
10,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
671,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
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14 TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 23709 10 6 13D Page 3 of 8 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (entities only)
Caroline M. Lipkin
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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 SOURCE OF FUNDS (see instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Caroline A. Lipkin is a citizen of the United States.
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7 SOLE VOTING POWER
NUMBER OF 10,000
SHARES --------- ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING --------- ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH:
10,000
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.17%
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14 TYPE OF REPORTING PERSON (see instructions)
IN
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ITEM 1. Security and Issuer
This statement relates to shares of the common stock, par value $0.05
per share (the "Common Stock") and immediately exercisable warrants, each for
purchase of one share of Common Stock (the "Warrants"), of Datakey, Inc., a
Minnesota corporation (the "Issuer"). The Issuer's principal executive offices
are located at 407 West Travelers Trail, Burnsville, Minnesota 55337-2554.
ITEM 2. Identity and Background
(a) Name. This statement is being filed by Raymond A. Lipkin.
(b) Address: Mr. Lipkin's address is 161 Ferndale Avenue South,
Wayzata, Minnesota 55391.
(c) Mr. Lipkin is retired. He was previously employed as an
investment advisor.
(d) During the last five years, Mr. Lipkin has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors)
(e) During the last five years, Mr. Lipkin has not been a party to
any civil proceeding of a judicial or administrative body of
competent jurisdiction 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 of any
violation with respect to such laws.
(f) Citizenship. Mr. Lipkin is a citizen of the United States.
Identity and Background - Reporting Persons Holding Less than 5% of the
Issuer's Outstanding Shares
Caroline M. Lipkin
(a) Name: Caroline M. Lipkin
(b) Residence Address: c/o Raymond A. Lipkin, 161 Ferndale Avenue
South, Wayzata, Minnesota 55391.
(c) Principal Occupation: Ms. Lipkin is a photographer.
(d) Criminal Convictions: None
(e) Civil Proceedings: None
(f) Citizenship: Ms. Lipkin is a citizen of the United States.
Page 4 of 8 Pages
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ITEM 3. Source And Amount of Funds or Other Consideration
On February 11, 2000, Mr. Lipkin purchased 96,000 shares of Common
Stock of the Issuer in a private placement by the Issuer. As part of
the purchase, Mr. Lipkin also received 96,000 Warrants, each for
purchase of one share of Common Stock of the Issuer. These shares and
Warrants are in addition to Common Stock and Warrants previously
purchased by Mr. Lipkin which have been previously reported. Pursuant
to an offer by the Issuer in June 1999, Mr. Lipkin exchanged 22,000
Warrants for 22,000 shares of Common Stock. The securities reported in
this filing reflect this exchange and include Mr. Lipkin's previous
holdings of 309,000 shares of Common Stock and 160,000 Warrants for
purchase of Common Stock of the Issuer.
On January 6, 2000, Caroline M. Lipkin purchased 10,000 shares of
Common Stock of the Issuer in an open market transaction.
ITEM 4. Purpose of Transaction
All of the reporting persons named in this filing have acquired the
securities described in Items 1 and 5 of this Schedule 13D for personal
investment purposes.
All of the reporting persons named herein may, from time to time, (1)
acquire additional shares of Common Stock (subject to availability at
prices deemed favorable to such persons) in the open market, in
privately negotiated transactions, or otherwise, or (2) attempt to
dispose of shares of Common Stock or Warrants in the open market, in
privately negotiated transactions or otherwise.
None of the reporting persons named herein have present plans or
intentions that would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer
(a) On February 11, 2000, Mr. Lipkin purchased 96,000 shares of
Common Stock of the Issuer. The purchase also entitled Mr.
Lipkin to 96,000 Warrants, each for purchase of one share of
Common Stock of the Issuer. As of the date of this filing, Mr.
Lipkin beneficially owns 671,000 securities, including 415,000
shares of Common Stock and 256,000 Warrants for purchase of
shares of Common Stock, exercisable within 60 days of this
filing, representing approximately 11.0% of the outstanding
shares of Common Stock of the Issuer. This percentage is based
upon 5,791,772 shares of Common Stock outstanding, as reported
by the Issuer in its Quarterly Report on Form 10-QSB filed
with the Commission for the quarter ended October 2, 1999.
On January 6, 2000, Caroline M. Lipkin purchased 10,000 shares
of Common Stock of the Issuer in an open market transaction.
Ms. Lipkin beneficially owns less than 1% of the outstanding
securities of the Issuer.
Page 5 of 8 Pages
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(b) As of the date of this filing, the reporting persons named
herein own the following shares of Common Stock of the Issuer:
Shares Percentage of
Name Owned Outstanding Shares
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Raymond A. Lipkin 671,000* 11.1%
Caroline M. Lipkin 10,000 (Less than 1%)
*Includes 256,000 Warrants immediately exercisable for
purchase of Common Stock on an as converted basis.
This report is being filed with respect to the foregoing
671,000 shares of Common Stock and Warrants of the Issuer, of
which (i) 405,000 shares of Common Stock and 256,000 Warrants
to purchase Common Stock are owned by Mr. Lipkin directly and
are subject to his sole voting and dispositive power, and (ii)
10,000 shares are held by or on behalf of Caroline M. Lipkin
and with respect to which Mr. Lipkin has management and shared
voting power. Mr. Lipkin disclaims beneficial ownership with
respect to the 10,000 shares purchased by Caroline M. Lipkin
and Ms. Lipkin hereby disclaims beneficial ownership of all
other securities identified in this filing except the 10,000
shares purchased in her name.
(c) Transactions in the Common Stock effected by the named
reporting persons in the last 60 days are described above and
were effected either in open market purchases or as a result
of a private placement by the Issuer. Other than as described
above, the named reporting persons have not effected any
transactions in the securities of the Issuer during the past
sixty days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Mr. Lipkin has an understanding with certain family members described
in Items 5(b) and (d) above for management of their respective holdings
of the Common Stock of the Issuer. Mr. Lipkin does not otherwise have
any contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the
Issuer.
ITEM 7. Materials to be filed as Exhibits
Exhibit 1 Joint Filing Agreement.
Page 6 of 8 Pages
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SIGNATURE
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After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
February 21, 2000
/s/ Raymond A. Lipkin
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Raymond A. Lipkin
February 21, 2000
/s/ Caroline M. Lipkin
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Caroline M. Lipkin
Page 7 of 8 Pages
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Exhibit 1 to Schedule 13D/A
JOINT FILING AGREEMENT
The undersigned parties hereby agree that this Schedule 13-D/A relating
to securities of Datakey, Inc. shall be filed on behalf of each of them.
February 21, 2000
/s/ Raymond A. Lipkin
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Raymond A. Lipkin
February 21, 2000
/s/ Caroline M. Lipkin
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Caroline M. Lipkin
Page 8 of 8 Pages
