UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
Advance Display Technologies, Inc. ("ADTI")
-------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value per share
---------------------------------------
(Title of Class of Securities)
007422306 5
-----------
(CUSIP Number)
Lawrence F. DeGeorge, 3127 Casseckey Island Road, Jupiter, Florida 33477
(561)747-8277
------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
11/5/97
-----------------------------------------------------
(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 ("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>
CUSIP No. 007422306
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lawrence F. DeGeorge SSN ###-##-####
2 Check the Appropriate Box if a Member of a Group
N/A
3 SEC USE ONLY
4 Source of Funds *
PF
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power: 5,929,983
8 Shared Voting Power: --00--
9 Sole Dispositive Power: 5,929,983
10 Shared Dispositive Power: --00--
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 5,929,983
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares *
13 Percent of Class Represented by Amount in Row (11): 21.74%
14 Type of Reporting Person *
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1: SECURITY AND ISSUER
This Schedule relates to the acquisition of beneficial ownership of Common
Stock, $.001 par value per share of Advance Display Technologies, Inc.
(hereinafter the "Company"), whose principal place of business is located at
1251 South Huron Street, Unit C, Denver, Colorado 80223.
Item 2: IDENTITY AND BACKGROUND
a. Name--Lawrence F. DeGeorge
b. Address--3127 Casseckey Island Road, Jupiter, Florida 33477
c. Occupation-- Investor
d. During the past five years, Mr. DeGeorge has not been
convicted in any criminal proceeding.
e. During the past five years, Mr. DeGeorge has not been a party
to a civil proceeding before a judicial or administrative body
of competent jurisdiction resulting in a judgment, decree or
final order adjoining future violation of, prohibiting or
mandating activities subject to, Federal or state securities
laws.
f. Mr. DeGeorge is a citizen of the United States of America.
Item 3: SOURCE OF FUNDS OR OTHER CONSIDERATION
The Reporting Person acquired a $282,217 convertible promissory note (the
"Note") from the Company through a private placement transaction on November 5,
1997. Such Note is immediately convertible into shares of the Company's Common
Stock at the rate of $.1615 per share, at the election of the holder. The funds
used to acquire the Note were the personal funds of the Reporting Person.
Item 4: PURPOSE OF TRANSACTION
The ownership which is the subject of this Schedule was acquired by Mr.
DeGeorge for the purpose of investment. Mr. DeGeorge has no plan to effect any
transaction which would have the effect of, or result in, any of the following:
a. The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company,
provided, however, that the Reporting Person may review their
investment in the Company from time to time and make adjustments
in their holdings as they deem appropriate;
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries;
c. A sale or transfer of a material amount of assets of the Company
or of any of its subsidiaries;
<PAGE>
d. Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend
policy of the Company;
f. Any other material change in the Company's business or corporate
structure, including but not limited to, if the Company is a
registered closed-end investment company, any plans or proposals
to make any changes in its investment policy for which a vote is
required by Section 13 of the Investment Company Act of 1940;
g. Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
h. Causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
i. A class of equity securities of the Company become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Act of 1934; or
j. Any action similar to any of those enumerated above.
Item 5: INTEREST IN SECURITIES OF THE ISSUER
a. As of the date of the filing of this Schedule, Mr. DeGeorge is
deemed to beneficially own 5,929,983 shares of Common Stock of
the Company. Such ownership represents 21.74% of the issued and
outstanding Common Stock of the Company.
b. Mr. DeGeorge has the sole power to vote and has sole dispositive
right with regard to the 5,929,983 shares of Common Stock.
c. In previous transactions, Mr. DeGeorge converted previously
outstanding convertible promissory notes, in the aggregate amount
of $550,000, into Common Stock of the Company. Such notes were
immediately convertible into shares of the Company's Common Stock
at the rate of $.1315 per share, at the election of the holder.
The Reporting Person elected to convert all the notes effective
October 14, 1997.
d. N/A
e. N/A
<PAGE>
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships of
the type required to be disclosed under this Item between the Reporting Person
and any other person.
Item 7: MATERIAL TO BE FILED AS EXHIBITS
There is no material required to be filed as exhibits to this Schedule.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in the Statement to Schedule 13D is true,
correct and complete.
/s/ Lawrence F. DeGeorge
- -------------------------------------- Date: 12/07/97
Lawrence F. DeGeorge --------------------------
