SOUTHERN CALIFORNIA VENTURES
SC 13G/A, 1999-02-16
INVESTORS, NEC
Previous: COMPUTRAC INC, SC 13G/A, 1999-02-16
Next: HALIFAX CORP, 10-Q, 1999-02-16



<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                  SCHEDULE 13G



                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 1)*


                           KOFAX IMAGE PRODUCTS, INC.

                                (Name of Issuer)


                                  Common Stock

                         (Title of Class of Securities)

                                    500200100

                                 (CUSIP Number)





*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).

<PAGE>   2

- -------------------                                           -----------------
CUSIP No. 500200100                SCHEDULE 13G               PAGE 2 OF 6 PAGES
- -------------------                                           -----------------

- -------------------------------------------------------------------------------
  (1)     NAME OF REPORTING PERSONS/
          S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
          
          Southern California Ventures
- -------------------------------------------------------------------------------
  (2)     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
          (SEE INSTRUCTIONS)
                                                                        (a)  [ ]

                                                                        (b)  [X]
- -------------------------------------------------------------------------------
  (3)     SEC USE ONLY

- -------------------------------------------------------------------------------
  (4)     CITIZENSHIP OR PLACE OF ORGANIZATION

          California
- -------------------------------------------------------------------------------
                       (5)     SOLE VOTING POWER
  NUMBER OF                                           42,806
   SHARES              --------------------------------------------------------
 BENEFICIALLY          (6)     SHARED VOTING POWER
  OWNED BY                                                 0
    EACH               --------------------------------------------------------
  REPORTING            (7)     SOLE DISPOSITIVE POWER
 PERSON WITH                                          42,806
                       --------------------------------------------------------
                       (8)     SHARED DISPOSITIVE POWER
                                                           0
- -------------------------------------------------------------------------------
  (9)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON         

          42,806
- -------------------------------------------------------------------------------
 (10)     CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [ ]
          (See Instructions)

- -------------------------------------------------------------------------------
 (11)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9           

          0.8%
- -------------------------------------------------------------------------------
 (12)     TYPE OF REPORTING PERSON (See Instructions)

                 PN
- -------------------------------------------------------------------------------



<PAGE>   3

- -------------------                                           -----------------
CUSIP No. 500200100                SCHEDULE 13G               PAGE 3 OF 6 PAGES
- -------------------                                           -----------------

- -------------------------------------------------------------------------------
  (1)     NAME OF REPORTING PERSONS/
          S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
          
          B. Allen Lay
- -------------------------------------------------------------------------------
  (2)     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
          (SEE INSTRUCTIONS)
                                                                        (a)  [ ]

                                                                        (b)  [X]
- -------------------------------------------------------------------------------
  (3)     SEC USE ONLY

- -------------------------------------------------------------------------------
  (4)     CITIZENSHIP OR PLACE OF ORGANIZATION

          United States
- -------------------------------------------------------------------------------
                       (5)     SOLE VOTING POWER
  NUMBER OF                                           89,907
   SHARES              --------------------------------------------------------
 BENEFICIALLY          (6)     SHARED VOTING POWER
  OWNED BY                                                 0
    EACH               --------------------------------------------------------
  REPORTING            (7)     SOLE DISPOSITIVE POWER
 PERSON WITH                                          89,907
                       --------------------------------------------------------
                       (8)     SHARED DISPOSITIVE POWER
                                                           0
- -------------------------------------------------------------------------------
  (9)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON         

          89,907
- -------------------------------------------------------------------------------
 (10)     CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [ ]
          (See Instructions)

- -------------------------------------------------------------------------------
 (11)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9           

                 1.7%
- -------------------------------------------------------------------------------
 (12)     TYPE OF REPORTING PERSON (See Instructions)

                 IN
- -------------------------------------------------------------------------------



<PAGE>   4

ITEM 1.

     (a)  Name of Issuer: Kofax Image Products, Inc.

     (b)  Address of Issuer's Principal Executive Offices:

          3 Jenner Street
          Irvine, CA 92618

ITEM 2.

     (a)  Name of Person Filing: 

          Pursuant to Rule 13d-1(f)(1) of Regulation 13D-G as promulgated under
the Securities Exchange Act of 1934, as amended (the "1934 Act"), the
undersigned hereby file this Schedule 13G on behalf of Southern California
Ventures ("SCV") and B. Allen Lay ("Lay"). SCV and Lay are referred to herein as
the "Reporting Persons".

          As of December 31, 1998, SCV and Lay, beneficially as the general
partner of Lay Family Ventures and trustee of the Lay Charitable Remainder
Trust, owned 42,806 shares and 47,101 shares, respectively, of Common Stock of
Kofax Image Products, Inc. (the "Company"). Lay is a general partner of SCV and
may be deemed to have sole power to vote and dispose of the shares of Common
Stock of the Company directly owned by SCV.

     Pursuant to Rule 13d-4 of Regulation 13D-G as promulgated under the 1934
Act, Lay disclaims beneficial ownership of the Common Stock of the Company held
by SCV, except to the extent of his pecuniary interest therein, and the filing
of this Schedule 13G by the Reporting Persons shall not be deemed an admission
that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the
1934 Act, a beneficial owner of such Common Stock.

     (b)  Address of Principal Business Office:

          The principal business address for each of the Reporting Persons is:
          406 Amapola Avenue, Suite 205, Torrance, California 90501

     (c)  Citizenship: SCV is organized in the State of California. Lay is a
          citizen of the United States.

     (d)  Title of Class of Securities:  Common Stock

     (e)  CUSIP Number: 500200100 

ITEM 3.

     If this statement is filed pursuant Rule 13d-1(b), or 13d-2(b), check
     whether the person filing is a:

     (a) [ ] Broker or dealer registered under Section 15 of the Act; 

     (b) [ ] Bank as defined in Section 3(a)(6) of the Act; 

     (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act; 

     (d) [ ] Investment Company registered under Section 8 of the Investment
             Company Act;

     (e) [ ] Investment Advisor registered under Section 203 of the Investment
             Advisors Act of 1940;

     (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
             provisions of the Employee Retirement Income Security Act of 1974
             or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)

     (g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
             (Note, See Item 7);

     (h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).

<PAGE>   5

ITEM 4. OWNERSHIP.

     If the percent of the class owned, as of December 31, 1998, or as of the
last day of any month described in Rule 13d-1(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and identify those
shares which there is a right to acquire.

     Shares beneficially owned by SCV and Lay as of December 31, 1998 did not
exceed five percent.

ITEM 5. OWNERSHIP OF 5% OR LESS OF CLASS.

     If this statement is being filed to report the fact that as of the date
hereof the reported person has ceased to be the beneficial owner of more than 5%
of the class of securities, check the following: [X]

ITEM 6. OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON.

     Not applicable. 

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
        SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

     Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

     Not applicable.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

     Not applicable.

ITEM 10. CERTIFICATION.

     Not applicable.

<PAGE>   6

                                    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.

                                        SOUTHERN CALIFORNIA VENTURES


Date: February 11, 1999                 By: /s/ B. Allen Lay
                                            ------------------------------------
                                            B. Allen Lay, General Partner


Date: February 11, 1999                     /s/ B. Allen Lay
                                        ----------------------------------------
                                        B. Allen Lay


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission