UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5) *
Advance Display Technologies, Inc. ("ADTI")
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
007422306 5
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(CUSIP Number)
David J. Babiarz, Esq., Overton, Babiarz & Sykes, P.C.
7720 East Belleview Avenue, Ste. 200, Englewood, CO 80111; (303) 779-5900
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
02/04/98
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(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).
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CUSIP No. 007422306
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Gene W. Schneider
2 Check the Appropriate Box if a Member of a Group: a X
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b
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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: 2,219,951
8 Shared Voting Power: 4,941,959
9 Sole Dispositive Power: 2,219,951
10 Shared Dispositive Power: 4,941,959
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
7,161,910
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
*
13 Percent of Class Represented by Amount in Row (11): 26.14%
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.
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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
No information required.
Item 3: SOURCE OF FUNDS OR OTHER CONSIDERATION
The Reporting Person acquired a convertible promissory note in the amount
of $150,000 (the "Note") from the Company through a private placement
transaction on February 4, 1998. 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.
Schneider for the purpose of investment. Mr. Schneider 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 his investment in the Company
from time to time and make adjustments in his holdings as he deems
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;
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;
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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. Schneider is deemed
to beneficially own 7,161,910 shares of Common Stock of the Company.
Such amount includes 4,941,959 shares of Common Stock owned by G.
Schneider Holdings Co., of which Mr. Schneider is the General Partner,
and 2,219,951 shares of Common Stock underlying in Item 3 the Note
described above and other convertible securities. G. Schneider
Holdings Co. is a Colorado limited partnership (the "Partnership"),
with its principal place of business at 4643 South Ulster Street, Ste.
1300, Denver, Colorado 80237, and its principal business is investment
management. Mr. Schneider's beneficial ownership represents 26.14% of
the issued and outstanding Common Stock of the Company.
b. Mr. Schneider, as the General Partner of the Partnership, shares the
power to vote and dispose of all 4,941,959 shares of Common Stock with
the Partnership. He also has the sole power to vote and dispose of
2,219,951 shares of Common Stock beneficially owned by him.
c. On February 4, 1998, the reporting person acquired the Note which is
immediately convertible into shares of the Company's Common Stock at
the rate of $.1615 per share at the election of the holder.
d. Additional members of the Partnership may receive dividends or
proceeds from the Common Stock which is the subject of this Schedule.
Such individuals include immediate members of Mr. Schneider's family.
e. N/A
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.
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ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
There is no material required to be filed as exhibits to this Schedule.
SIGNATURE
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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/ Gene W. Schneider
- ----------------------------------- Date: March 4, 1998
Gene W. Schneider ----------------------------------
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