<PAGE> 1
CUSIP NO. 367339-10-8 Schedule 13D Page 1 of 8
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
GateField Corporation
(Name of Issuer)
Common Stock, $.10 par value per share
(Title of Class of Securities)
367339-10-8
(CUSIP Number)
Mr. Jonathan Huberman
Idanta Partners Ltd.
4660 La Jolla Village Drive, Suite 850
San Diego, CA 92122 (619) 452-9690
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 14, 1998
(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 [ ].
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 (the "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 pages)
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CUSIP NO. 367339-10-8 Schedule 13D Page 2 of 8
- --------------------------------------------------------------------------------
1 Name of Reporting Person
IDANTA PARTNERS LTD.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
7,240,350 (1)
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,240,350 (1)
PERSON ----------------------------------------------------------------
WITH 10 SHARES DISPOSITIVE POWER
NONE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,240,350 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5% (2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
(1) Consists of 3,620,175 shares of Common Stock issuable upon conversion of
790,000 shares of Series B Convertible Preferred Stock ("Series B Stock")
and 3,620,175 shares of Common Stock held by the Reporting Person.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are
outstanding 40,234,801 shares of Common Stock, plus the 3,620,175 shares of
Common Stock issuable upon conversion of 790,000 shares of Series B Stock.
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CUSIP NO. 367339-10-8 Schedule 13D Page 3 of 8
- --------------------------------------------------------------------------------
1 Name of Reporting Person
DUNN FAMILY TRUST, DAVID J. DUNN, TRUSTEE
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,833,000 (1)
NUMBER OF ---------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 7,240,350 (2)
OWNED ---------------------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,833,000 (1)
PERSON ---------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
7,240,350 (2)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,073,350 (2)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3% (3)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
GRANTOR TRUST
- --------------------------------------------------------------------------------
(1) Consists of 916,500 shares of Common Stock issuable upon conversion of
200,000 shares of Series B Stock and 916,500 shares of Common Stock
held by the Reporting Person.
(2) Consists of, or includes, the 7,240,350 shares of Common Stock
beneficially owned by Idanta Partners Ltd., the voting power of which
is shared by its general partners, Dunn Family Trust and Jonathan
Huberman.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are
outstanding 40,234,801 shares of Common Stock, plus an aggregate of
4,536,675 shares of Common Stock issuable upon conversion of Series B
Stock.
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CUSIP NO. 367339-10-8 Schedule 13D Page 4 of 8
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JONATHAN HUBERMAN
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NONE
NUMBER OF ---------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 7,240,350 (1)
OWNED BY ---------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE
PERSON WITH ---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
7,240,350 (1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,240,350 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5% (2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
(1) Consists of 3,620,175 shares of Common Stock issuable upon conversion
of 790,000 shares of Series B Stock and 3,620,175 shares of Common
Stock held by Idanta Partners Ltd., of which Mr. Huberman is a general
partner.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are
outstanding 40,234,801 shares of Common Stock, plus 3,620,175 shares of
Common Stock issuable upon conversion of 790,000 shares of Series B
Stock.
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CUSIP NO. 367339-10-8 Schedule 13D Page 5 of 8
The Schedule 13D initially filed on November 19, 1997 (the "Schedule 13D")
by Idanta Partners Ltd., The Dunn Family Trust, The Perscila Faily Trust and
Jonathan Huberman relating to the common stock, $.10 par value per share (the
"Common Stock"), of GateField Corporation (the "Company"), is hereby amended by
this Amendment No. 1 as set forth below.
As of January 1, 1998, The Perscila Faily Trust ("PFT") was no longer a
partner of Idanta Partners Ltd., which caused PFT's beneficial ownership of the
Common Stock of the Company, as determined in accordance with Rule 13d-3, to
thereafter constitute less than 5% of the outstanding Common Stock of the
Company. Accordingly, PFT is no longer a Reporting Person, as defined in this
Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 as reported in the Schedule 13D is hereby amended as follows:
(a)-(c) Detailed below are: (i) the name, the state or other place of
organization, the principal business, the address of the principal business and
the address of the principal office of any Reporting Person enumerated in
Instruction C which is a corporation, general partnership, limited partnership,
syndicate or other group of persons, and (ii) the name, the residence or
business address, the present principal occupation or employment, and the name,
principal business and address of any corporation or other organization in which
such employment is conducted, of any Reporting Person enumerated in Instruction
C who is a natural person. The Reporting Persons are making this single, joint
filing because they may be deemed to constitute a "group" within the meaning of
Section 13(d)(3) of the Act, although neither the fact of this filing nor
anything contained herein shall be deemed to be an admission by the Reporting
Persons that a group exists.
Reporting Persons
1) IDANTA PARTNERS LTD. ("IDANTA")
Idanta is a Texas limited partnership. Idanta's principal
business is investing and reinvesting its assets in securities of all kinds. The
principal business address of Idanta, which also serves as its principal office,
is 4660 La Jolla Village Drive, Suite 850, San Diego, CA 92122. Pursuant to
Instruction C to Schedule 13D of the Act, the name, residence or business
address and present principal occupation or employment of each general partner
of Idanta are as follows:
Name of Residence or Business Principal Occupation or
General Partner Address Employment
----------------- ------------------------ -------------------------
Dunn Family Trust 4660 La Jolla Village Dr. General Partner of Idanta
Suite 850
San Diego, CA 92122
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CUSIP NO. 367339-10-8 Schedule 13D Page 6 of 8
Name of Residence or Business Principal Occupation or
General Partner Address Employment
----------------- ------------------------ -------------------------
Jonathan Huberman 4660 La Jolla Village Dr. General Partner of Idanta
Suite 850
San Diego, CA 92122
2) DUNN FAMILY TRUST, DAVID J. DUNN, TRUSTEE ("DFT")
See answer above.
3) JONATHAN HUBERMAN ("JH")
See answer above.
(d)-(e) None of the entities mentioned above nor any persons
identified in this Item 2 has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
been a party to a civil proceeding of 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.
(f) Idanta Partners Ltd. is a Texas limited partnership. Dunn Family
Trust was established in the State of California. David J. Dunn and Jonathan
Huberman are citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 as reported in the Schedule 13D is hereby amended as follows:
On November 10, 1997, Idanta and DFT purchased in a private placement
(the "Private Placement") (i) an aggregate of 990,000 shares of Series B Stock
of the Company, convertible into an aggregate of 4,536,675 shares of Common
Stock, and (ii) Warrants exercisable for an aggregate of 987,773 shares of
Common Stock. On January 14, 1998, under the terms of the Private Placement, the
Warrants were cancelled and Idanta and DFT purchased an aggregate of 4,536,675
shares of the Common Stock at $1.00 per share. The amount of the funds used by
such Reporting Persons to purchase the Series B Stock and Common Stock are as
follows:
<TABLE>
<CAPTION>
Reporting Shares of Shares of Total Dollar
Person Series B Stock Common Stock Investment
- --------- -------------- ------------ ------------
<S> <C> <C> <C>
Idanta ............... 790,000 3,620,175 $7,240,350
DFT .................. 200,000 916,500 1,833,000
------- --------- ----------
TOTALS .......... 990,000 4,536,675 $9,073,350
</TABLE>
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CUSIP NO. 367339-10-8 Schedule 13D Page 7 of 8
The source of the funds used by such Reporting Persons to purchase the
Series B Stock and Common Stock was Working Capital. As used herein, the term
"Working Capital" includes income from the business operations of the entity
plus sums borrowed from banks and brokerage firm margin accounts to operate such
business in general. None of the funds reported herein as "Working Capital" were
borrowed or otherwise obtained for the specific purpose of acquiring, handling,
trading or voting the Series B Stock or the Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Paragraph (d) of Item 4 as reported in the Schedule 13D is hereby amended as
follows:
(d) On December 15, 1997, at the Company's 1997 Annual Meeting of
Stockholders, the stockholders of the Company elected DJD and JH to the
Company's Board of Directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a), (b), (c) and (e) of Item 5 as reported in the Schedule 13D are
hereby amended as follows:
(a)-(b)
IDANTA. The aggregate number of shares of Common Stock that
Idanta owns beneficially, pursuant to Rule 13d-3 of the Act, is 7,240,350 which
constitutes approximately 16.5% of the outstanding shares of Common Stock.
Idanta holds sole voting and investment power with respect to such shares
exercised by its general partners, DFT and JH. Mr. Dunn, in his capacity as
trustee, exercises the voting power vested in DFT.
DFT. Because of its position as a general partner of Idanta, DFT
shares voting and investment power with respect to the 7,240,350 shares held by
Idanta with JH, and has sole voting and investment power with respect to the
1,833,000 shares it holds. Accordingly, DFT may, pursuant to Rule 13d-3 of the
Act, be deemed to be a beneficial owner of 9,073,350 shares of Common Stock in
the aggregate, which constitutes approximately 20.3% of the outstanding shares
of Common Stock. Mr. Dunn, in his capacity as Trustee, exercises the voting
power vested in DFT.
JH. Because of his position as a general partner of Idanta, JH
may be deemed to be the beneficial owner of the 7,240,350 shares of Common Stock
beneficially owned by Idanta which constitutes approximately 16.5% of the
outstanding shares of Common Stock.
(c) Other than the transactions reported herein, the Reporting
Persons have purchased no shares of Common Stock or Warrants since the filing of
the Schedule 13D on November 19, 1997.
(e) On January 1, 1998, PFT ceased to be the owner of more than five
percent of the Company's outstanding Common Stock.
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CUSIP NO. 367339-10-8 Schedule 13D Page 8 of 8.
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
amendment is true, complete and correct. The undersigned have filed this
amendment jointly pursuant to the agreement attached as EXHIBIT A to the
Schedule 13D.
DATED: January 16, 1998
IDANTA PARTNERS LTD.
by /s/ David J. Dunn
-----------------------------------
David J. Dunn, Trustee
Dunn Family Trust
General Partner
DUNN FAMILY TRUST
by /s/ David J. Dunn
-----------------------------------
David J. Dunn, Trustee
PERSCILA FAILY TRUST
by /s/ Perscila Faily
-----------------------------------
Perscila Faily, Trustee
/s/ Jonathan Huberman
-----------------------------------
Jonathan Huberman
