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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. 11)*
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 St., 7th Fl.
San Francisco, CA 94108
(415) 391-4800
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 19, 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 [ ]. (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 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
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<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BENEVENTURE FOUNDERS RISICOKAPITAALFONDS II n.v.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
NUMBER OF 7 SOLE VOTING POWER 1,599,579
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,599,579
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,599,579
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.86%
14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULES, AND THE SIGNATURE ATTESTATION.
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INTRODUCTORY STATEMENT
This Amendment No. 11 to Statement on Schedule 13D of BeneVenture Founders
Risicokapitaalfonds II n.v. ("BFR-II") is filed with respect to the
following sales by BFR-II (collectively, the "Sales") of Common Stock (the
"Stock") of Dense-Pac Microsystems, Inc., a California corporation (the
"Company"): (i) a sale on October 19, 1995 of 10,000 shares of Stock at $5.50
per share, (ii) a sale on October 20, 1995 of 10,000 shares of Stock at $5.625
per share, and (iii) a second sale on October 20, 1995 of 5,000 shares of Stock
at $5.75 per share.
ITEM 1. SECURITY AND ISSUER.
This Statement is filed as to the beneficial ownership of shares of the
Company's Common Stock by BFR-II. The Company's principal business address is
7321 Lincoln Way, Garden Grove, California 92641.
ITEM 2. IDENTITY AND BACKGROUND.
BFR-II is a Belgian corporation whose address is Regentlaan 54, B-1000
Brussels, Belgium. BFR-II is a widely held venture capital firm.
During the last five years, neither BFR-II nor any of its executive officers,
directors or controlling persons, or any such persons ultimately controlling
it, have been convicted in a criminal proceeding or have 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.
Not Applicable.
BFR-II does not presently intend to engage in any of the actions contemplated
by Item No. 4 to Schedule 13D. It is possible that BFR-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.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
After the consummation of the dispositions of securities reported hereunder,
BFR-II beneficially owns and has sole voting and investment power over
1,599,579 shares or 10.86% 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
Quarterly Report on Form 10-QSB for the quarterly period ended August 31, 1995.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable.
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After reasonable inquiry and to the best of their respective knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
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BENEVENTURE FOUNDERS
RISICOKAPITAALFONDS II n.v.
DATE: NOVEMBER 3, 1995 \s\ J.F. CAEYMAEX
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J.F. CAEYMAEX, DIRECTOR
DATE: NOVEMBER 3, 1995 \s\ B. DE CORTE
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INVESTCOTRUST N.V., DIRECTOR DULY
REPRESENTED BY B. DE CORTE
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(Signature Page to Amendment to
Schedule 13D of the above-entity)
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