<PAGE> 1
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
---------------------------
OMB APPROVAL
---------------------------
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response....14.90
---------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
OPTICAL COATING LABORATORY, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
683829-10-5
- --------------------------------------------------------------------------------
(CUSIP Number)
JAMES COONAN - MASUDA, FUNAI, EIFERT & MITCHELL, LTD.
ONE EAST WACKER DRIVE, CHICAGO, ILLINOIS 60601 TEL: (312) 245-7500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
APRIL 30, 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(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).
PAGE 1 OF 7 PAGES
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 683829-10-5 PAGE 2 OF 7 PAGES
--------------------- --- ---
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HAKUTO CO. 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
JAPAN
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
476,540
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
476,540
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
476,540
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
*
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 7 PAGES
<PAGE> 3
ITEM 1. SECURITY AND ISSUER.
The class of securities to which this statement relates is the common stock of
Optical Coating Laboratory, Inc., a Delaware corporation ("OCLI").
The address of the principal executive office of OCLI is 2789 Northpoint
Parkway, Santa Rosa, California 95401.
ITEM 2. IDENTITY AND BACKGROUND.
Name: Hakuto Co. Ltd. ("Hakuto")
Place of Organization: Japan
Principal Business: Hakuto is in the business or importing and
distributing electronic, scientific, manufacturing
and chemical products.
Address of
Principal Business: 1-1-13 Shinjuku, Shinjuku-ku, Tokyo 160 Japan
Address of
Principal Office: 1-1-13 Shinjuku, Shinjuku-ku, Tokyo 160 Japan
Appendix A, which is incorporated herein by reference, lists each person who is
an executive officer or director of Hakuto, controls Hakuto or is an executive
officer or director of any corporation or person ultimately in control of
Hakuto. Appendix A also provides the business address, principal occupation and
citizenship of such persons. The persons listed on Appendix A are collectively
referred to herein as the "Directors and Executive Officers".
During the last five years, neither Hakuto nor, to its knowledge, any of the
Directors and Executive Officers has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
During the last five years, neither Hakuto nor, to its knowledge, any of the
Directors and Executive Officers was 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 violation of, or prohibiting or mandating activities subject to, federal
securities laws or finding any violation with respect to such laws.
PAGE 3 OF 7 PAGES
<PAGE> 4
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 18, 1988, Hakuto purchased 5,000 shares of Series B Cumulative
Convertible Preferred Stock of OCLI ("Preferred Stock"). The funds to purchase
such shares were derived from the working capital of Hakuto.
On May 29, 1991, Hakuto converted all of its shares of Preferred Stock into
907,440 shares of Common Stock of OCLI ("Common Stock").
During March of 1998, Hakuto sold 250,000 shares of Common Stock (constituting
approximately 2.3% of the issued and outstanding Common Stock). These sales were
reported in an amendment to Schedule 13D filed April 2, 1998 in which Hakuto
reported its ownership as 657,440 shares of Common Stock (6.2% of the issued and
outstanding Common Stock).
During September of 1998, Hakuto sold 70,000 shares of Common Stock. Between
March 15 to April 30, 1999, Hakuto sold an additional 110,900 shares of Common
Stock. Following these sales, Hakuto owned 476,540 shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Hakuto holds the shares of Common Stock reported in this filing for investment
purposes, as well as to strengthen Hakuto's working relationship with OCLI.
Hakuto distributes certain of OCLI's products in Asia.
As of the date of this filing, there are no plans or proposals that relate to or
would result in any of the actions specified in clauses (a) through (j) of Item
4 of Schedule 13D. However, the plans and intentions of Hakuto may change at any
time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Hakuto beneficially owns 476,540 shares of OCLI Common Stock, which
represents 3.8% of the issued and outstanding shares of OCLI Common
Stock (based on outstanding shares as of March 31, 1999).
(b) Hakuto has the sole power to vote and to dispose of all of the shares
of Common Stock reported in this filing.
(c) Not applicable.
(d) None.
(e) Not applicable.
PAGE 4 OF 7 PAGES
<PAGE> 5
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On February 12, 1988 Hakuto and OCLI entered into a Subscription and Stock
Purchase Agreement (the "Agreement"). The Agreement contains the terms and
conditions of Hakuto's purchase of the Preferred Stock, and the terms for
conversion of the Preferred Stock into Common Stock. Under the Agreement, Hakuto
has certain registration rights.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The Subscription and Stock Purchase Agreement between Hakuto and OCLI dated
February 12, 1988, a copy of which is filed as Exhibit "A" to Hakuto's Schedule
13D filed March 18, 1988, is hereby incorporated by reference.
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.
May 7, 1999 HAKUTO CO. LTD.
/s/ James M. Coonan
----------------------------
Authorized Representative*
* A power of attorney is attached hereto as Appendix B.
PAGE 5 OF 7 PAGES
<PAGE> 6
APPENDIX A
DIRECTORS AND EXECUTIVE OFFICERS OF HAKUTO CO. LTD.
---------------------------------------------------
The following persons are the directors and executive officers of Hakuto Co.
Ltd.:
Name Position
---- --------
Shigeo Takayama President and Representative Director
Akinori Murakami Senior Executive Vice President and
Representative Director
Toshiaki Hirai Executive Vice President, Director
Kazutomo Ikeda Senior Vice President, Director
Yoshiaki Kuno Senior Vice President, Director
Kenichi Uchida Vice President, Director
Yoshihito Akiyama Vice President, Director
Nobuyoshi Ninokata Vice President, Director
Tomoyuki Yamawaki Vice President, Director
Koichi Mori Vice President, Director
Akira Nakazawa Vice President, Director
Tetsuro Inagaki Vice President, Director
Shoichi Mizushima Vice President, Director
Eiichi Miyake Director
Thomas K. Takayama Director
Each of the persons listed above is a full-time employee of Hakuto except for
Eiichi Miyake (who is President of San-ei Giken Inc. of Amagaseki, Japan) and
Thomas Takayama, who is a medical researcher at the University of Washington.
Except for Thomas Takayama, who is a U.S. citizen, each person listed above is a
citizen of Japan.
PAGE 6 OF 7 PAGES
<PAGE> 7
APPENDIX B
POWER OF ATTORNEY
HAKUTO CO. LTD., a corporation organized under the laws of Japan (the
"Company"), hereby makes, constitutes and appoints each of Masaru Funai and
James Coonan of Masuda, Funai, Eifert & Mitchell, Ltd., the Company's United
States legal counsel, as a true and lawful attorney for and in its name, to
execute and deliver all documents and take such actions as may be necessary or
appropriate to prepare and file with the United States Securities and Exchange
Commission, and any other federal or state agency, all reports, filings and
documents relating to the acquisition, ownership or disposition of securities of
Optical Coating Laboratory, Inc., giving and granting unto each of Masaru Funai
and James Coonan, said attorneys, full power and authority to do and perform all
acts in connection therewith as the Company could do in its own stead, with full
power of substitution and revocation, hereby ratifying and confirming all that
either Masaru Funai and James Coonan or their substitutes shall lawfully do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be executed
this 26th day of April 1999.
HAKUTO CO. LTD.
/s/ Yoshihito Akiyama
-------------------------------
Vice President, Corporate Planning
PAGE 7 OF 7 PAGES
