<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 14)*
DENSE-PAC MICROSYSTEMS, INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
248719 106
(CUSIP Number)
JON R. TANDLER
COBLENTZ, CAHEN, MCCABE & BREYER, LLP
222 KEARNY STREET, 7th Fl., SAN FRANCISCO, CA 94108 (415) 391-4800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
APRIL 24, 1996
(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> 2
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
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*
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
1,136,613
SHARES
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
-------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,136,613
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,136,613
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* \ \
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.75%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*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.
<PAGE> 3
INTRODUCTORY STATEMENT
This Amendment No. 14 to Statement on Schedule 13D of Beneventure
Founders Risicokapitaalfonds II n.v. ("BFR-II") is filed with respect to certain
sales by BFR-II of Common stock (the "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 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 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.
Page 3 of 5
<PAGE> 4
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) BFR-II beneficially owns and has sole voting and investment
power over 1,136,613 shares or 6.75% of the Company's Common Stock. This
percentage ownership is based on information supplied to BFR-II by the Company
as to the Company's outstanding shares of Common Stock on April 26, 1996.
(c) BFR-II sold a total of 165,966 shares of Stock during the period
from April 24, 1996 through April 26, 1996 pursuant to Rule 144 under the
Securities Act of 1933, as amended, as follows:
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES SELLING PRICE
- ---- ---------------- -------------
<S> <C> <C>
April 24, 1996 15,000 6.0000
April 25, 1996 35,000 6.0000
April 26, 1996 40,000 6.1250
April 26, 1996 50,000 6.2500
April 26, 1996 20,000 6.3750
April 26, 1996 5,966 6.5000
-------
Total 165,966
=======
</TABLE>
(d) Not applicable.
(e) Not applicable.
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.
Page 4 of 5
<PAGE> 5
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.
BENEVENTURE FOUNDERS RISICOKAPITAALFONDS II n.v.
Date: May 9, 1996 /s/ J.F. Caeymaex
-------------------------------
J.F. Caeymaex, Director
Date: May 9, 1996 /s/ B. De Cort
--------------------------------
Investcotrust N.V., Director
duly represented by B. De Corte
(Signature Page to Amendment to
Schedule 13D of the above-entity)
Page 5 of 5
