<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. 6)*
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)
August 30, 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).
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SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP NO. 248719 106 Page 2 of 9 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) /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 6,101,980* See Item 2
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
6,101,980* See Item 2
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,101,980* 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)
39.28%
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)
August 30, 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).
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SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP NO. 248719 106 Page 4 of 9 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) /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 6,101,980* See Item 2
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
6,101,980* See Item 2
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,101,980* 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)
39.28%
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. 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)
August 30, 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).
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SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP NO. 248719 106 Page 6 of 9 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) /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 6,101,980* See Item 2
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
6,101,980* See Item 2
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,101,980* 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)
39.28%
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
INTRODUCTORY STATEMENT
This Amendment to Statement on Schedule 13D of Euroventures Benelux
Team B.V. ("Team"), Euroventures Benelux I B.V. ("EB-I") and Euroventures
Benelux II B.V. ("EB-II") is filed with respect to recent sales by EB-I and
EB-II of an aggregate of three hundred thirty-nine thousand (339,000) 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 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.
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. 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 and EB-I and EB-II disclaim any beneficial
ownership or any other interest in Company shares held by the other.
During the last five years, neither 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.
Because this Statement is reporting sales, as opposed to purchases of
Company shares, this Item is not applicable.
ITEM 4. PURPOSE OF TRANSACTIONS.
EB-I sold 90,000 shares at $4.625, 56,986 shares at $4.438 and 30,000
shares at $4.395 on August 30, August 31 and September 1, respectively under
Rule 144 under the Securities Act of 1933, as amended (the "Act"). EB-II sold
78,014 shares at
7 of 9
<PAGE> 8
$4.438, 69,000 shares at $4.395 and 15,000 shares at $4.468 on August 31,
September 1 and September 5, respectively under Rule 144 under the Act. It is
possible that EB-1 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 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) Team, EB-I and EB-II beneficially own and share voting and
investment power over 6,101,980 shares (including 900,000 shares which EB-II has
the right to acquire pursuant to a Warrant Agreement between EB-II and the
Company dated November 14, 1994) or 39.28% of the Company's Common Stock as a
result of EB-I's and EB-II's dispositions of shares 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 May 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.
8 of 9
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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.
EUROVENTURES BENELUX TEAM B.V.
DATE: SEPTEMBER 7, 1995 /s/ ROGER G. CLAES
---------------------------------
ROGER G. CLAES, MANAGING DIRECTOR
EUROVENTURES BENELUX I B.V.
DATE: SEPTEMBER 7, 1995 /s/ ROGER G. CLAES
---------------------------------
ROGER G. CLAES, MANAGING DIRECTOR
EUROVENTURES BENELUX II B.V.
DATE: SEPTEMBER 7, 1995 /s/ ROGER G. CLAES
---------------------------------
ROGER G. CLAES, MANAGING DIRECTOR
(SIGNATURE PAGE TO AMENDMENTS TO
SCHEDULE 13D OF THE ABOVE-ENTITIES)
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