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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 14)*
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COOPER DEVELOPMENT COMPANY
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
216655-20-9
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(CUSIP Number)
Parker G. Montgomery, 4036 Foothill Road, Carpinteria, CA 93103 (805) 684-0877
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 22, 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 [_].
Check the following box if a fee is being paid with this 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).
Page 1 of 4 Pages
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CUSIP NO. 216655-20-9 SCHEDULE 13D PAGE 2 OF 4 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Parker Gilbert Montgomery
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
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SOLE VOTING POWER
7
NUMBER OF 1,089,148
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,089,148
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,089,148
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
30%
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TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 5 Pages
MONTGOMERY/COOPER DEVELOPMENT COMPANY
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INFORMATION STATEMENT
ON SCHEDULE 13D
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Item 1. Security and Issuer:
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Warrants to purchase Common Stock of
Cooper Development Company
16160 Caputo Drive
Morgan Hill, CA 95037
Item 2. Identity and Background:
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(a) Parker G. Montgomery
(b) 4036 Foothill Road, Carpinteria, CA 93103
(c) Mr. Montgomery is the Chairman of the Board and President of
Cooper Development Company.
(d) None
(e) None
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Consideration:
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The warrants to purchase common stock were issued in consideration of
the provision of a $1,000,000 line of credit and the first draw of $500,000
under such line of credit.
Item 4. Purpose of Transaction:
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Mr. Montgomery is currently reporting the acquisition of warrants to
purchase 428,714 shares of the Issuer's common stock which warrants
were issued in connection with the provision by Mr. Montgomery of a
$1,000,000 line of credit. The warrants to purchase 428,714 shares of
the Issuer's common stock acquired by Mr. Montgomery and reported
hereby were acquired for investment purposes. Mr. Montgomery is a also
reporting that he could acquire warrants to purchase up to an
additional 143,000 shares of the Issuer's common
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stock as the Issuer draws down the remaining $500,000 under the line of
credit.
Item 5. Interest in Securities of the Issuer:
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(a) As of May 22, 1996, Mr. Montgomery owned beneficially or of record
1,089,148 shares (30%) of the Issuer's common stock. Mr.
Montgomery has the right to acquire an additional 728,370 shares
of the Issuer's Common Stock upon the conversion of an aggregate
of $1,474,049 principal amount of the Issuer's promissory notes
held by him and the right to acquire 1,000,000 shares of Common
Stock upon the exercise of warrants issued pursuant to that
certain Note and Warrant Purchase Agreement dated November 10,
1995 between the Issuer and Mr. Montgomery and another party (all
warrants issued pursuant to the foregoing agreement are referred
to herein as the "Prior Warrants"). If Mr. Montgomery and holders
of the aggregate principal amount of similar notes which are
outstanding were to convert such notes, Mr. Montgomery would then
own an aggregate of 1,817,518 shares (35.73%) of the Issuer's
Common Stock. If, following such conversion of the notes, Mr.
Montgomery and the other holder of the Prior Warrants which are
currently outstanding were to exercise such Prior Warrants, Mr.
Montgomery would then own an aggregate of 2,817,518 shares
(39.76%) of the Issuer's Common Stock.
If, following such conversion of the notes and such exercise of
the Prior Warrants, Mr. Montgomery and the other holder of
warrants issued pursuant to the Note and Warrant Purchase
Agreement dated May 22, 1996 (all warrants to date issued pursuant
to the foregoing agreement are referred to herein as the "New
Warrants") which are currently outstanding were to exercise such
New Warrants, Mr. Montgomery would then own an aggregate of
3,246,232 shares (40.86%) of the Issuer's Common Stock.
(b) N/A
(c) N/A
(d) None
(e) N/A
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer:
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N/A
Item 7. Material to be filed as Exhibits:
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N/A
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.
May 22, 1996 /s/ Parker G. Montgomery
______________________________
Parker G. Montgomery
