UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
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)
Lawrence F. DeGeorge, Jr., 3127 Casseckey Island Road,
Jupiter, Florida 33477 (561) 747-8277
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
10/05/98
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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
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1 Name of Reporting Person
Lawrence F. DeGeorge, Jr.
2 Check the Appropriate Box if a Member of a Group A [ ] B [ ]
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: 7,477,970
8 Shared Voting Power: --00--
9 Sole Dispositive Power: 7,477,970
10 Shared Dispositive Power: --00--
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 7,477,970
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares * [ ]
13 Percent of Class Represented by Amount in Row (11): 27.62%
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 additional information required.
Item 3: SOURCE OF FUNDS OR OTHER CONSIDERATION
The Reporting Person acquired a $50,000 convertible
promissory note (the "Note") from the Company through a private
placement transaction on October 5, 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. 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 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; provided,
Mr. DeGeorge was added to the Board of Directors
effective September 2, 1998;
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.
DeGeorge is deemed to beneficially own 7,477,970 shares
of Common Stock of the Company. Such ownership
represents 27.62% 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 7,477,970 shares
of Common Stock.
c. On October 5, 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. N/A
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.
Item 7: MATERIAL TO BE FILED AS EXHIBITS
There is no material required to be filed as exhibits to this Schedule.
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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, Jr. Date: November 21, 1998
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Lawrence F. DeGeorge, Jr.
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