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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. )*
Dense-Pac Microsystems, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
248719 106
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(CUSIP Number)
Jon R. Tandler, Esq.
Coblentz, Cahen, McCabe & Breyer
222 Kearny Street, Suite 700, San Francisco, CA 94108 (415/391-4800)
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 1, 1995
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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 / /.
Check the following box if a fee is being paid with the statement /X /. (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).
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SCHEDULE 13D
CUSIP NO. 248719 106 Page 2 of 5 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) /x/
(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 5,681,957* (See Item 2)
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
5,681,957* (See Item 2)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,681,957* (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)
36.58%
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.
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SCHEDULE 13D (CONTINUED)
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D of EBTB II B.V. ("ET-II") is being filed to
reflect the indirect beneficial ownership as of September 26, 1995 of 5,681,957
shares (including 900,000 shares subject to issuance upon the exercise of a
certain warrant as more fully described below) (the "Shares") of Common Stock
of Dense-Pac Microsystems, Inc., a California corporation (the "Company") by
ET-II. The Company's principal business address is 7321 Lincoln Way, Garden
Grove, California 92641.
ITEM 2. IDENTITY AND BACKGROUND.
ET-II is a Netherlands corporation whose address is Julianaplein 10, NL-5211
BC 's-Hertogenbosch, The Netherlands. As previously reported on Schedule 13D
and amendments thereto and as more fully set forth in Item 5 below,
Euroventures Benelux I B.V. ("EB-I") and Euroventures Benelux II B.V. ("EB-II")
directly own the Shares.
EB-I and EB-II are venture capital funds. Euroventures Benelux Team B.V.
("Team") is the investment manager of EB-I and EB-II and has both voting and
investment power over the Shares. Notwithstanding that Team is the investment
manager of EB-I and EB-II, the voting and investment of Shares held,
respectively, by EB-I and EB-II are managed independently. ET-II presently
owns 50% of the voting control of Team. On July 1, 1995, a call option that
ET-II holds to acquire the remaining 50% of Team became immediately
exercisable, thereby giving ET-II indirect beneficial ownership of the Shares
as of May 1,1995.
As of May 1, 1995 (i) EB-I directly owned 3,150,605 shares of Company Common
Stock, (ii) EB-II directly owned 2,390,375 shares of Company Common Stock, and
(iii) EB-II directly owned a presently exercisable Warrant to acquire 900,000
shares of Company Common Stock, resulting in ET-II having indirect beneficial
ownership as of May 1, 1995 of 6,440,980 shares of Common Stock. Since May 1,
1995 and as previously reported on Amendments to Schedule 13D filed by Team,
EB-I and EB-II, EB-I has sold 291,426 shares of Company Common Stock and EB-II
has sold 467,597 shares of Company Common Stock.
Page 3 of 5
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During the last five years, ET-II has not 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.
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTIONS.
ET-II has no present intention to engage in any of the plans or proposals
contemplated by Item 4.
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 the Shares. As of September 26, 1995, the Shares include
(i) 2,859,179 shares of Company Common Stock held directly by EB-I, (ii)
1,922,778 shares of Company Common Stock held directly by EB-II, and (iii) a
presently exercisable warrant held by EB-II to acquire 900,000 shares of
Company Common Stock pursuant to a Warrant Agreement between EB-II and the
Company dated November 14, 1994.
As of September 26, 1995 the Shares constitute 36.58% of the Company's
outstanding shares of 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 May
31, 1995.
(c) Not Applicable.
(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. MATERIALS TO BE FILED AS EXHIBITS.
None
(Continued on Next Page)
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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: SEPTEMBER 26, 1995 /s/ ROGER G. CLAES
ROGER G. CLAES, MANAGING DIRECTOR
(Signature Page to Schedule 13D of above-entity)
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