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CUSIP NO. 367339-10-8 Schedule 13D Page 1 of 6
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 3)
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 (858) 452-9690
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 14, 1999
(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(e), 13d-1(f) or 13d-1(g), check the following box
G.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(f) for other
parties to whom copies are to be sent.
(Continued on following pages)
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CUSIP NO. 367339-10-8 Schedule 13D Page 2 of 6
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
IDANTA PARTNERS LTD.
________________________________________________________________________________
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
NUMBER OF
406,752 (1)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
406,752 (1)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
NONE
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
406,752 (1)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7% (2)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Consists of 6,471 shares of common stock, $.10 par value per share ("Common
Stock") , of GateField Corporation (the "Company") issuable upon conversion
of 14,122 shares of the Company's Series B Convertible Preferred Stock
("Series B Stock") and 400,281 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 4,643,848 shares of Common Stock, plus the 6,471 shares of
Common Stock issuable upon conversion of 14,122 shares of Series B Stock.
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CUSIP NO. 367339-10-8 Schedule 13D Page 3 of 6
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DAVID J. DUNN, TRUSTEE, DUNN FAMILY TRUST
________________________________________________________________________________
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
NUMBER OF
105,207 (1)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 406,752 (2)
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
105,207 (1)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
406,752 (2)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
511,959 (3)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0% (4)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
GRANTOR TRUST
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Consists of (a) 1,650 shares of Common Stock issuable upon conversion of
3,601 shares of Series B Stock, (b) 102,057 shares of Common Stock, and (b)
1,500 shares of Common Stock issuable within 60 days after the date hereof
upon exercise of an option.
(2) Consists of 406,752 shares of Common Stock beneficially owned by Idanta
Partners Ltd., the voting power of which is shared by its general partners,
The Dunn Family Trust and Jonathan Huberman.
(3) Consists of the sum of the shares described in footnotes (1) and (2) above.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are
outstanding 4,643,848 shares of Common Stock, plus (a) 8,121 shares of
Common Stock issuable upon conversion an aggregate of 17,723 Series B Stock
and (b)1,500 shares of Common Stock issuable upon exercise of an option.
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CUSIP NO. 367339-10-8 Schedule 13D Page 4 of 6
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
NUMBER OF
1,500 (1)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 406,752 (2)
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,500 (1)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
406,752 (2)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
408,252 (3)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% (4)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Consists of 1,500 shares of Common Stock issuable within 60 days after the
date hereof upon exercise of an option.
(2) Consists of 406,752 shares beneficially owned by Idanta Partners Ltd., the
voting power of which is shared by its general partners, The Dunn Family
Trust and Mr. Huberman.
(3) Consists of the sum of the shares described in footnotes (1) and (2) above.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are
outstanding 4,643,848 shares of Common Stock, plus (a) 6,471 shares of
Common Stock issuable upon conversion of 14,122 shares of Series B Stock
and (b) 1,500 shares of Common Stock issuable upon exercise of an option.
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CUSIP NO. 367339-10-8 Schedule 13D Page 5 of 6
The Schedule 13D initially filed on November 19, 1997 (as amended January
15, 1998 by Amendment No. 1, and December 28, 1998 by Amendment No. 2, the
"SCHEDULE 13D") by Idanta Partners Ltd. ("IDANTA"), The Dunn Family Trust
("DFT") and Jonathan Huberman ("JH") relating to the common stock, $.10 par
value per share (the "COMMON STOCK"), of GateField Corporation (the "COMPANY")
is amended by this Amendment No. 3 as set forth below. All share data herein
reflect the one-for-ten reverse split of the Common Stock which was effective
June 30, 1999.
On October 14, 1999, the Company sold 40,818 shares of Common Stock to
Idanta and 10,407 shares of Common Stock to DFT. Accordingly, paragraphs (a) and
(b) of Item 5 of the Schedule 13D are amended as set forth below to reflect
changes in beneficial ownership of securities of the Company.
ITEM 5. Interest in Securities of the Issuer.
-------------------------------------
(a)-(b)
IDANTA. The aggregate number of shares of Common Stock that
Idanta owns beneficially, pursuant to Rule 13d-3 of the Act, is 406,752, which
constitutes approximately 8.7% of the outstanding shares of Common Stock. Of
these 406,752 shares, 400,281 shares are directly owned and 6,471 shares are
issuable upon conversion of 14,122 shares of Series B Stock held by Idanta.
Idanta has sole voting and investment power with respect to all such shares,
which is exercised by its general partners, DFT and JH. David J. Dunn, trustee
of the DFT, exercises the voting and investment power vested in DFT.
DFT. Because of its position as a general partner of Idanta,
DFT shares with JH voting and investment power with respect to the 406,752
shares beneficially owned by Idanta, and has sole voting and investment power
with respect to the 105,207 shares it beneficially owns. Of these 105,207
shares, 102,057 shares are directly owned, 1,650 shares are issuable upon
conversion of 3,601 shares of Series B Stock held by DFT and 1,500 shares are
issuable upon exercise of an option held by DFT that is exercisable within 60
days after the date hereof. Mr. Dunn, Trustee of DFT, exercises the voting and
investment power vested in DFT. Accordingly, DFT may, pursuant to Rule 13d-3 of
the Act, be deemed to be a beneficial owner of a total of 511,959 shares of
Common Stock, which constitutes approximately 11.0% of the Company's outstanding
Common Stock.
JH. Because of his position as a general partner of Idanta, JH
shares with DFT voting and investment power with respect to the 406,752 shares
beneficially owned by Idanta, and has sole voting and investment power with
respect to 1,500 shares of Common Stock issuable upon exercise of an option held
by JH that is exercisable within 60 days after the date hereof. Accordingly, JH
may be deemed to be the beneficial owner of a total of 408,252 shares of Common
Stock, which constitutes approximately 8.8% of the Company's outstanding Common
Stock.
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CUSIP NO. 367339-10-8 Schedule 13D Page 6 of 6
After reasonable inquiry and to the best of its 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: October 19, 1999
IDANTA PARTNERS LTD.
By: /s/ Jonathan Huberman
---------------------------------
General Partner
DUNN FAMILY TRUST
By: /s/ David J. Dunn
---------------------------------
David J. Dunn, Trustee
/s/ Jonathan Huberman
---------------------------------
Jonathan Huberman
