<PAGE> 1
OMB APPROVAL
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per form......14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Silicon Valley Research, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Without Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
827068 20 6
---------------------------------------
(CUSIP Number)
Robert R. Anderson
Laurence G. Colegate, Jr.
6360 San Ignacio Avenue
San Jose, CA 95119
(408) 361-0333
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 30, 1997
---------------------------------------------------------
(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
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).
This Schedules contains 16 pages.
<PAGE> 2
SCHEDULE 13D
- ------------------------- ----------------------
CUSIP No. 827068 20 6 PAGE 2 OF 16 PAGES
- ------------------------- ----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT R. ANDERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
N/A (b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,368,044
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 488,506
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,368,044
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
488,506
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,856,550
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (a) [ ]
(See Instructions)
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE> 3
SCHEDULE 13D
- ------------------------- ----------------------
CUSIP No. 827068 20 6 PAGE 3 OF 16 PAGES
- ------------------------- ----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT R. AND SALLY E. ANDERSON TRUST
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
N/A (b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
See Item 3 below.
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 400,956
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
400,956
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,956
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (a) [ ]
(See Instructions)
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO (Trust)
- --------------------------------------------------------------------------------
<PAGE> 4
SCHEDULE 13D
- ------------------------- ----------------------
CUSIP No. 827068 20 6 PAGE 4 OF 16 PAGES
- ------------------------- ----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT K. ANDERSON TRUST
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
N/A (b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
See Item 3 below.
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 12,500
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
12,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (a) [ ]
(See Instructions)
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO (Trust)
- --------------------------------------------------------------------------------
<PAGE> 5
SCHEDULE 13D
- ------------------------- ----------------------
CUSIP No. 827068 20 6 PAGE 5 OF 16 PAGES
- ------------------------- ----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SHARON DAVIDSON TRUST
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
N/A (b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
See Item 3 below.
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 12,500
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
12,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (a) [ ]
(See Instructions)
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO (Trust)
- --------------------------------------------------------------------------------
<PAGE> 6
SCHEDULE 13D
- ------------------------- ----------------------
CUSIP No. 827068 20 6 PAGE 6 OF 16 PAGES
- ------------------------- ----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TIMOTHY R. ANDERSON TRUST
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
N/A (b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
See Item 3 below.
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 35,000
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
35,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (a) [ ]
(See Instructions)
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO (Trust)
- --------------------------------------------------------------------------------
<PAGE> 7
SCHEDULE 13D
- ------------------------- ----------------------
CUSIP No. 827068 20 6 PAGE 7 OF 16 PAGES
- ------------------------- ----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEVEN DAVIDSON TRUST
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
N/A (b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
See Item 3 below.
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 10,000
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
10,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (a) [ ]
(See Instructions)
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO (Trust)
- --------------------------------------------------------------------------------
<PAGE> 8
SCHEDULE 13D
- ------------------------- ----------------------
CUSIP No. 827068 20 6 PAGE 8 OF 16 PAGES
- ------------------------- ----------------------
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement on Schedule 13D
relates is the Common Stock, without par value (the "Common Stock"), of Silicon
Valley Research, Inc. (the "Issuer" of "SVR"), a California corporation, with
its principal executive offices located at 6360 San Ignacio Avenue in San Jose,
California 95119.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by Robert R. Anderson based upon his
direct and indirect beneficial ownership of shares of Common Stock, warrants and
stock options to purchase Common Stock held by him and the Robert R. and Sally
E. Anderson Trust, the Robert K. Anderson Trust, the Sharon Davidson Trust, the
Timothy R. Anderson Trust and the Steven Davidson Trust (collectively, the
"Trusts"), as Trustee. Mr. Anderson's business address is 6360 San Ignacio
Avenue, San Jose, California 95119. Mr. Anderson's principal occupation is
serving as Chairman of the Board and Chief Executive Officer of SVR, which
offers a broad line of integrated placement, routing and floorplanning physical
layout software products that enable electronics manufacturers to achieve
improved performance and smaller die size in the integrated circuit design.
During the last five years, Mr. Anderson has not been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding or a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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.
Anderson is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On February 13, 1996, Mr. Anderson, as Trustee of the Trusts, purchased
an additional 30,000 shares of SVR Common Stock for a purchase price of
$150,000.00 on the open market, using personal funds. From June 7, 1996 through
June 13, 1996, Mr. Anderson, as Trustee of the Trusts, purchased an additional
60,000 shares of SVR Common Stock for a purchase price of $431,812.50 on the
open market, using personal funds. On November 13, 1996, Mr. Anderson, as
Trustee of the Trusts, purchased an additional 20,000 shares SVR Common Stock
for a purchase price of $52,486 on the open market, using personal funds. On
April 16, 1997, SVR sold 4,517,242 equity Units increasing its capital base by
approximately $4,000,000. Each equity Unit is comprised of a share of Common
Stock and a warrant to purchase one share of Common Stock. Mr. Anderson
purchased 287,356 of these equity Units at a purchase price of $250,000 using
personal funds. On December 30, 1997 SVR sold 3,811,974 equity Units, increasing
its capital base by approximately $2,800,000. Each equity Unit is comprised of a
share of the Company's Common Stock and a warrant to purchase one share of
Common Stock. Mr. Anderson purchased 210,000 of these equity Units at a purchase
price of $155,400, using personal funds. Pursuant to Rule 13d-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Anderson
is deemed the beneficial owner of an additional 273,332 shares of SVR Common
Stock,
8
<PAGE> 9
SCHEDULE 13D
- ------------------------- ----------------------
CUSIP No. 827068 20 6 PAGE 9 OF 16 PAGES
- ------------------------- ----------------------
which he has the right to acquire upon exercise of stock options (98,332 shares)
and warrants (175,000 shares) which are presently exercisable or which are
exercisable within sixty days of the date of the filing of this statement
("Filing Date"). Mr. Anderson disclaims beneficial ownership of 17,550 shares of
Common Stock owned directly and held solely by his two adult step-children,
Sharon Davidson (2,550 shares) and Steven Davidson (15,000 shares), who do not
reside with Mr. Anderson (please see Item 5 below).
The following was disclosed in Mr. Anderson's initial Schedule 13D filed
in January 1996, which was not filed via EDGAR:
From December 22, 1987 through December 15, 1994, Mr. Anderson, for
himself and as Trustee of the Trusts, has purchased a total of 460,956 shares of
SVR Common Stock. This total is comprised of 100,000 shares Mr. Anderson
acquired in a $1,012,220 private placement of SVR Common Stock at $0.50 per
share, totalling 2,024,440 shares, and 360,956 shares acquired through the
Trusts on the open market. The total aggregate purchase price of $889,616.53,
excluding commissions, was provided from Mr. Anderson's personal funds. In no
case were any funds borrowed.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Anderson directed the additional purchases of equity Units and
shares of Common Stock for investment purposes only. Consistent with his
investment intent, and depending on market conditions, Mr. Anderson may acquire
additional shares of Common Stock through open market purchases, privately
negotiated transactions, or through the exercise of warrants and stock options;
he may, however, dispose of all or a portion of shares of Common Stock through
the open market or in privately negotiated transactions to one or more
purchasers which may include the Issuer; and Mr. Anderson will consider other
alternatives available in connection with SVR securities.
Other than as set forth above, Mr. Anderson has no present plans or
proposals which may relate to or would result in:
(a) The acquisition or disposition of any additional securities of
the Issuer by any person;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any or its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) 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;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure, including but not limited to, if the Issuer is a
registered closed-end investment company, any plans or proposals
to
9
<PAGE> 10
SCHEDULE 13D
- ------------------------- -----------------------
CUSIP No. 827068 20 6 PAGE 10 OF 16 PAGES
- ------------------------- -----------------------
make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) 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;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Pursuant to Rule 13d-3, Mr. Anderson may be deemed to beneficially own a
total of 1,856,550 shares of Common Stock as of the Filing Date, representing
8.7% of the outstanding Common Stock, based upon the number shares of SVR Common
Stock outstanding as of January 31, 1998 and computed in accordance with rule
13d-3(d)(1). Mr. Anderson's beneficial ownership of SVR is a follows:
Robert R. Anderson
597,356 shares of Common Stock (Direct)
470,956 shares of Common Stock (Indirect)*
17,550 shares of Common Stock (Indirect)**
672,356 Warrant to purchase Common Stock (Direct)
98,332 Options to purchase Common Stock (Direct)
Robert R. and Sally E. Anderson Trust
400,956 shares of Common Stock (Direct)
Robert K. Anderson Trust
12,500 shares of Common Stock (Direct)
Sharon Davidson Trust
12,500 shares of Common Stock (Direct)
- ----------------
* Includes all holdings of the Trusts
** Mr. Anderson disclaims beneficial ownership of a total of 17,550 shares of
Common Stock owned directly and held solely by his two adult step-children,
Sharon Davidson and Steven Davidson, who do not reside with Mr. Anderson.
10
<PAGE> 11
SCHEDULE 13D
- ------------------------- -----------------------
CUSIP No. 827068 20 6 PAGE 11 OF 16 PAGES
- ------------------------- -----------------------
Timothy R. Anderson Trust
35,000 shares of Common Stock (Direct)
Steven Davidson Trust
10,000 shares of Common Stock (Direct)
Sharon Davidson
2,550 shares of Common Stock (Direct)**
Steven Davidson
15,000 shares of Common Stock (Direct)**
Mr. Anderson (i) has shared voting and dispositive powers for 470,956
shares of Common Stock as Trustee of the Trusts, (ii) may be considered to have
shared voting and dispositive powers for an additional 17,550 shares of Common
Stock owned directly and held solely by his two adult step-children and (iii)
has sole voting and dispositive powers for 597,356 shares of Common Stock,
warrants to purchase 672,356 shares of Common Stock and stock options to
purchase 98,332 shares of Common Stock (the warrants and stock options are
presently exercisable or are exercisable within sixty days of the Filing Date),
which represents 8.7% of the outstanding Common Stock, based on the number of
shares of Common Stock issued and outstanding on January 31, 1998 of 20,609,669,
and computed in accordance with rule 13d-3(d)(1). Mr. Anderson disclaims
beneficial ownership of the 17,550 shares of Common Stock owned directly and
held solely by his two adult step-children, Sharon Davidson and Steven Davidson,
who do not reside with Mr. Anderson.
From the date sixty days preceding the date of the event which initially
required the filing of the Statement through the Filing Date, Mr. Anderson
engaged in the following transaction with respect to the Common Stock of the
Issuer:
On December 30, 1997, Mr. Anderson purchased, in a private placement,
210,000 equity Units for $155,400, using personal funds. Each equity Unit is
comprised of a share of the Company's Common Stock and a warrant to purchase one
share of Common Stock.
- ----------------
** Mr. Anderson disclaims beneficial ownership of a total of 17,550 shares of
Common Stock owned directly and held solely by his two adult step-children,
Sharon Davidson and Steven Davidson, who do not reside with Mr. Anderson.
11
<PAGE> 12
SCHEDULE 13D
- ------------------------- -----------------------
CUSIP No. 827068 20 6 PAGE 12 OF 16 PAGES
- ------------------------- -----------------------
The following was disclosed in Mr. Anderson's initial Schedule 13D filed
in January 1996, which was not filed via EDGAR:
On January 20, 1994, Mr. Anderson acquired, for $25,000, a warrant to
purchase 125,000 shares of Common Stock from the Issuer, using personal funds.
On January 24, 1994, Mr. Anderson was granted an option to purchase
10,000 shares of Common Stock in connection with a director position.
On February 19, 1994, Mr. Anderson purchased in a private placement
100,000 shares of newly issued, unregistered Common Stock for $50,000, using
personal funds.
On February 23, 1994, Mr. Anderson, through the Timothy R. Anderson
Trust, purchased 5,000 shares of Common Stock at a price per share of $1.124 on
the open market, using personal funds.
On the advice of Mr. Anderson, Steven Davidson purchased 5,000 shares of
Common Stock at a price per share of $1.50 on the open market, 3,750 shares of
Common Stock at a price per share of $1.74 on the open market and 6,250 shares
of Common Stock at a price per share of $1.74 on the open market, on May 3,
1994, May 11, 1994 and May 12, 1994, respectively, using personal funds.
On June 13, 1994, Mr. Anderson, through the Robert R. and Sally E.
Anderson Trust, purchased (i) 15,000 shares of Common Stock at a price per share
of $1.875 and (ii) 12,500 shares at a price per share of $1.6875 on the open
market, using personal funds.
On the advice of Mr. Anderson, Sharon Davidson purchased 1,250 shares of
Common Stock at a price per share of $2.00 on the open market, 1,250 shares of
Common Stock at a price per share of $2.00 on the open market and 50 shares of
Common Stock at a price per share of $2.00 on the open market, on June 15, 1994,
June 15, 1994 and August 5, 1994, respectively, using personal funds.
On August 5, 1994, Mr. Anderson, through the Steven Davidson Trust,
purchased 10,000 shares of Common Stock at a price per share of $2.00 on the
open market, using personal funds.
On August 5, 1994, Mr. Anderson, through the Timothy R. Anderson Trust,
purchased 7,500 shares of Common Stock at a price per share of $2.00 on the open
market, using personal funds.
On August 5, 1994, Mr. Anderson, through the Sharon Davidson Trust,
purchased 7,500 shares of Common Stock at a price per share of $2.00 on the open
market, using personal funds.
On August 19, 1994, Mr. Anderson, through the Robert K. Anderson Trust,
purchased 12,500 shares of Common Stock at a purchase price of $2.00 per share
on the open market, using personal funds.
12
<PAGE> 13
SCHEDULE 13D
- ------------------------- -----------------------
CUSIP No. 827068 20 6 PAGE 13 OF 16 PAGES
- ------------------------- -----------------------
On August 24, 1994, Mr. Anderson, through the Robert R. and Sally E.
Anderson Trust, purchased 14,500 shares of Common Stock at a purchase price of
$2.00 per share on the open market, using personal funds.
On September 1, 1994, Mr. Anderson received, for $10,000, a promissory
note of $150,000 and a warrant to purchase from the Issuer 50,000 shares of
Common Stock, using personal funds.
On September 8, 1994, Mr. Anderson, through the Robert R. and Sally E.
Anderson Trust, purchased 2,500 shares of Common Stock at a purchase price of
$2.00 per share on the open market, using personal funds.
On September 9, 1994, Mr. Anderson, through the Robert R. and Sally E.
Anderson Trust, purchased (i) 5,000 shares of Common Stock at a price per share
of $2.2854 and (ii) 5,000 shares at a price per share of $2.06 on the open
market, using personal funds.
On September 14, 1994, Mr. Anderson, through the Sharon Davidson Trust,
purchased 5,000 shares of Common Stock at a price per share of $2.250 on the
open market, using personal funds.
On September 14, 1994, Mr. Anderson, through the Robert R. and Sally E.
Anderson Trust, purchased 10,456 shares of Common Stock at a purchase price of
$2.125 per share on the open market, using personal funds.
On November 30, 1994, Mr. Anderson, through the Robert R. and Sally E.
Anderson Trust, purchased 8,000 shares of Common Stock at a purchase price of
$4.00 per share on the open market, using personal funds.
On December 1, 1994, Mr. Anderson, through the Robert R. and Sally E.
Anderson Trust, purchased 12,500 shares of Common Stock at a purchase price of
$4.00 per share on the open market, using personal funds.
On December 2, 1994, Mr. Anderson, through the Robert R. and Sally E.
Anderson Trust, purchased 5,000 shares of Common Stock at a purchase price of
$4.00 per share on the open market, using personal funds.
On December 5, 1994, Mr. Anderson, through the Timothy R. Anderson
Trust, purchased 12,500 shares of Common Stock at a purchase price of $4.00 per
share on the open market, using personal funds.
On December 15, 1994, Mr. Anderson, through the Robert R. and Sally E.
Anderson Trust, purchased 5,000 shares of Common Stock at a purchase price of
$3.75 per share on the open market, using personal funds.
On April 3, 1995, Mr. Anderson was granted an option to purchase 40,000
shares of Common Stock.
13
<PAGE> 14
SCHEDULE 13D
- ------------------------- -----------------------
CUSIP No. 827068 20 6 PAGE 14 OF 16 PAGES
- ------------------------- -----------------------
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Mr. Anderson was granted options to acquire shares of Common Stock under
the Issuer's Amended 1990 Directors' Stock Option Plan (the "Directors' Plan")
and Amended 1988 Stock Option Plan (the "1988 Plan").
Under the Directors' Plan, the exercise price must equal the fair market
value, as determined pursuant to the plan, of a share of the Issuer's Common
Stock on the date of grant. One-fourth of the shares subject to an option
granted under the Directors' Plan generally become vested and exercisable one
year after the date of grant and the remaining shares vest in equal monthly
installments over a three-year period thereafter. A copy of the Directors' Plan
is incorporated by reference to Exhibit 10.01 of the Company's Quarterly Report
on Form 10-Q for the period ended September 30, 1997 filed November 12, 1997.
Mr. Anderson entered into an option agreement with SVR under the Directors' Plan
(the "Directors Option Agreement"), which is incorporated by reference to
Exhibit B of Mr. Anderson's initial Schedule 13D filed in January 1996. The
Directors Option Agreement provided a grant on January 24, 1994 of an option to
acquire 10,000 shares of Common Stock at an exercise price of $0.875 per share.
As of the Filing Date, a total of 10,000 shares had become exercisable.
Under the 1988 Plan, the exercise price must be at least 100% of the
fair market value of the Issuer's Common Stock on the date of grant, except that
for the grant of an option to a person holding 10% or more of the total combined
voting power of all classes of stock of the Issuer or any parent or subsidiary
of the Issuer the exercise price must be at least 110% of the fair market value
of the Issuer's Common Stock on the date of grant. Generally, options granted
under the 1988 Plan become exercisable as the underlying shares vest. On July
24, 1995, the Issuer's Board of Directors amended the 1988 Plan so that options
granted prior to that date would have 25% of the shares subject to the option
vest one year after the date of grant and the remaining shares in equal monthly,
rather than annual, installments over the following three years. Options granted
after July 24, 1995, generally, would have 20% of the shares subject to the
option vest one year after the date of grant and the remaining shares in equal
monthly installments over the following four years. A copy of the 1988 Plan is
incorporated by reference to Exhibit 10.03 of the Company's Quarterly Report on
Form 10-Q for the period ended September 30, 1997 filed November 12, 1997. Mr.
Anderson entered into several option agreements with SVR under the 1988 Plan
(the "1988 Plan Option Agreement"). The 1988 Plan Option Agreement provided a
grant on April 3, 1995 of an option to acquire 40,000 shares of Common Stock at
an exercise price of $3.4376 per share, a copy of which is incorporated by
reference to Exhibit D of Mr. Anderson's initial Schedule 13D filed in January
1996. The 1988 Plan Option Agreement provided grants on February 19, 1997 of an
option to acquire 207,791 shares of Common Stock at an exercise price of $1.31
per share and a Non-Qualified stock option to acquire 42,209 shares of Common
Stock at an exercise price of $1.31 per share. In the event of dissolution or
liquidation of the Company, a merger in which the Company is not the surviving
corporation, a transaction or series of transactions in which 50% or more of the
then outstanding voting stock is sold or otherwise transferred to a single
transferee or group of related transferees, or the sale of all or subtantially
all of the assets of the Company, an additional 50,000 shares of these options
(or, if less, the number of unvested shares as of the date of the transaction)
shall vest upon the consummation of the transaction. On July 17, 1997, the
Compensation Committee of the Company's Board of Directors approved the
repricing of all outstanding
14
<PAGE> 15
SCHEDULE 13D
- ------------------------- -----------------------
CUSIP No. 827068 20 6 PAGE 15 OF 16 PAGES
- ------------------------- -----------------------
options pursuant to the 1988 Stock Option Plan. The exercise price of those
outstanding options were amended to equal the closing price of the Company's
Common Stock on such date. Accordingly, all of Mr. Anderson's options pursuant
to the 1988 Stock Option Plan have an exercise price of $0.875. As of the Filing
Date, 88,332 of such shares had become exercisable or were exercisable within 60
days.
In January 1994, Mr. Anderson entered into a Stock Purchase Agreement
(the "1994 Agreement") with the Issuer pursuant to which the Issuer sold an
aggregate of 2,024,440 newly issued, unregistered shares of its Common Stock to
eleven investors for an aggregate purchase price of $1,012,220, or $0.50 per
share. Mr. Anderson purchased 100,000 of such shares. A copy of the 1994
Agreement is incorporated by reference to Exhibit E of Mr. Anderson's initial
Schedule 13D filed in January 1996.
In January 1994, SVR issued to Mr. Anderson, for $25,000, a warrant to
purchase 125,000 shares of Common Stock at $0.875 per share. A copy of the
warrant is incorporated by reference to Exhibit F of Mr.
Anderson's initial Schedule 13D filed in January 1996.
SVR issued subordinated debt in September 1994, under an agreement with
certain investors, which required quarterly payments of interest at 7.5% and is
subordinated to all indebtedness of the Issuer to banks, insurance companies,
factors or other lending or financial institutions regularly engaged in the
business of lending money, and was due in September 1996. The investors also
purchased warrants for $52,000 in cash entitling them to purchase 258,333 shares
of unregistered Common Stock of the Issuer at a price of $1.50 per share at any
time prior to September 1, 1999. Mr. Anderson received a promissory note of
$150,000 and a warrant to purchase 50,000 shares. A copy of the Note and Warrant
Purchase Agreement is incorporated by reference to Exhibit G of Mr. Anderson's
initial Schedule 13D filed in January 1996.
In April 1997, Mr. Anderson entered into a Unit Purchase Agreement with
SVR. Pursuant to this Agreement, Mr. Anderson was issued 287,356 equity Units
for $250,000. Each equity Unit consists of one share of Common Stock and one
warrant to purchase Common Stock at an exercise price of $1.31. A copy of the
Unit Purchase Agreement and Form of Warrant is incorporated by reference to
Exhibit 4.2 and Exhibit 4.3, respectively, of the Company's Registration
Statement on Form S-3 filed May 7, 1997.
In December 1997, Mr. Anderson entered into a Unit Purchase Agreement
with SVR. Pursuant to this Agreement, Mr. Anderson was issued 210,000 equity
Units for $155,400. Each equity Unit consists of one share of Common Stock and
one warrant to purchase Common Stock at an exercise price of $0.53. Copies of
the Form of Unit Purchase Agreement and Form of Warrant are incorporated by
reference to Exhibits 4.01 and 4.02, respectively, of the Company's Quarterly
Report on Form 10-Q for the period ended December 31, 1997 filed February 11,
1998.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibits are incorporated by reference as stated above in Item 6.
15
<PAGE> 16
SCHEDULE 13D
- ------------------------- -----------------------
CUSIP No. 827068 20 6 PAGE 16 OF 16 PAGES
- ------------------------- -----------------------
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.
February 25, 1998 /s/ Robert R. Anderson
- --------------------- --------------------------------------
Date Robert R. Anderson, Chairman and
Chief Executive Officer of SVR
16
