<PAGE> 1
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OMB Number: 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Dense-Pac Microsystems, Inc.
------------------------------
(Name of Issuer)
Common Stock, no par value
------------------------------
(Title of Class of Securities)
248719 106
------------------------------
(CUSIP Number)
Jon R. Tandler, Esq.
Coblentz, Cahen, McCabe & Breyer
222 Kearny Street, Suite 700, San Francisco, CA 94108 (415/391-4800)
--------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 12, 1995
-------------------------------------------------------
(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 11
SEC 1746 (12-91)
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 248719 106 Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EBTB II B.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /xx/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,781,957* See Item 2
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
4,781,957* See Item 2
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,781,957* See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.47%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 OF 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
OMB APPROVAL
--------------------------
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per form.......14.90
--------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8 )*
-------
Dense-Pac Microsystems, Inc.
------------------------------
(Name of Issuer)
Common Stock, no par value
------------------------------
(Title of Class of Securities)
248719 106
------------------------------
(CUSIP Number)
Jon R. Tandler, Esq.
Coblentz, Cahen, McCabe & Breyer
222 Kearny Street, Suite 700, San Francisco, CA 94108 (415/391-4800)
--------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 12, 1995
-------------------------------------------------------
(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 3 of 11
SEC 1746 (12-91)
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 248719 106 Page 4 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Euroventures Benelux Team B.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /xx/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,781,957* See Item 2
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
4,781,957* See Item 2
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,781,957* See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.47%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 OF 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
OMB APPROVAL
--------------------------
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per form.......14.90
--------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10 )*
-------
Dense-Pac Microsystems, Inc.
------------------------------
(Name of Issuer)
Common Stock, no par value
------------------------------
(Title of Class of Securities)
248719 106
------------------------------
(CUSIP Number)
Jon R. Tandler, Esq.
Coblentz, Cahen, McCabe & Breyer
222 Kearny Street, Suite 700, San Francisco, CA 94108 (415/391-4800)
--------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 12, 1995
-------------------------------------------------------
(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 5 of 11
SEC 1746 (12-91)
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 248719 106 Page 6 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Euroventures Benelux I B.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /xx/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,781,957* See Item 2
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
4,781,957* See Item 2
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,781,957* See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.47%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 OF 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 7
OMB APPROVAL
--------------------------
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per form.......14.90
--------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)*
Dense-Pac Microsystems, Inc.
------------------------------
(Name of Issuer)
Common Stock, no par value
------------------------------
(Title of Class of Securities)
248719 106
------------------------------
(CUSIP Number)
Jon R. Tandler, Esq.
Coblentz, Cahen, McCabe & Breyer
222 Kearny Street, Suite 700, San Francisco, CA 94108 (415/391-4800)
--------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 12, 1995
-------------------------------------------------------
(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 7 of 11
SEC 1746 (12-91)
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 248719 106 Page 8 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Euroventures Benelux II B.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /xx/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,781,957* See Item 2
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
4,781,957* See Item 2
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,781,957* See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.47%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 OF 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 9
INTRODUCTORY STATEMENT
This Amendment to Statement on Schedule 13D of EBTB II B.V. ("ET-II"),
Euroventures Benelux Team B.V. ("Team"), Euroventures Benelux I B.V. ("EB-I")
and Euroventures Benelux II B.V. ("EB-II") is filed to report the exercise of a
Stock Warrant ("Warrant") directly held by EB-II for nine hundred thousand
(900,000) shares of Common Stock of Dense-Pac Microsystems, Inc., a California
corporation (the "Company").
ITEM 1. SECURITY AND ISSUER.
This Statement is filed as to the beneficial ownership of shares of
Common Stock of the Company by ET-II, Team, EB-I and EB-II. The Company's
principal business address is 7321 Lincoln Way, Garden Grove, California
92641.
ITEM 2. IDENTITY AND BACKGROUND.
ET-II, EB-I and EB-II are Netherlands corporations whose address is
Julianaplein 10, 5211 BC's-Hertogenbosch, Netherlands. EB-I and EB-II are
venture capital funds. Team is the investment manager of EB-I and EB-II and
has both voting and investment power over their shares of the Company's Common
Stock. ET-II has indirect beneficial ownership of the shares of Common Stock
of the Company directly owned by EB-I and EB-II in that it owns 50% of Team and
has a presently exercisable call option to acquire the remaining 50% of Team.
Notwithstanding that Team is the investment manager of EB-I and EB-II, the
voting and investment of Company shares held, respectively, by EB-I and EB-II
are managed independently.
During the last five years, neither ET-II, Team, EB-I nor EB-II has
been convicted in a criminal proceeding or been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction resulting in a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or the
finding of any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
EB-II used its own funds to exercise the Warrant; no part of the
exercise price was represented by funds or other consideration borrowed or
otherwise obtained for the purpose of exercising the Warrant.
9 of 11
<PAGE> 10
ITEM 4. PURPOSE OF TRANSACTIONS.
EB-II exercised the Warrant in full at the stated exercise price of
$2.00 per share on October 12, 1995 and sold all 900,000 shares at $4.25 per
share on October 12, 1995. It is possible that EB-I and/or EB-II may in the
future acquire additional shares or attempt to dispose of shares of Company
Common Stock from time to time in the open market, in privately negotiated
transactions or otherwise.
Neither ET-II, Team, EB-I nor EB-II has any present intention to
engage in any of the actions contemplated by Instruction No. 4 to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) ET-II, Team, EB-I and EB-II beneficially own and share voting
and investment power over 4,781,957 shares or 32.47% of the Company's Common
Stock. The percentage ownership in the Company has been calculated using the
number of shares of the Common Stock outstanding as disclosed in the Company's
Report on Form 10-QSB for the quarter ended August 31, 1995.
(c) See Item 4.
(d) Not Applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
See Item 2.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
10 of 11
<PAGE> 11
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.
EBTB II B.V.
------------
DATE: OCTOBER 30, 1995 /S/ ROGER G. CLAES
---------------------------------
ROGER G. CLAES, MANAGING DIRECTOR
EUROVENTURES BENELUX TEAM B.V.
------------------------------
DATE: OCTOBER 30, 1995 /S/ ROGER G. CLAES
---------------------------------
Roger G. Claes, Managing Director
EUROVENTURES BENELUX I B.V.
---------------------------
DATE: OCTOBER 30, 1995 /S/ ROGER G. CLAES
---------------------------------
Roger G. Claes, Managing Director
EUROVENTURES BENELUX II B.V.
----------------------------
DATE: OCTOBER 30, 1995 /S/ ROGER G. CLAES
---------------------------------
Roger G. Claes, Managing Director
(SIGNATURE PAGE TO AMENDMENTS TO
SCHEDULE 13D OF THE ABOVE-ENTITIES)
11 of 11
