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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
DENSE-PAC MICROSYSTEMS, INC.
---------------------------------------
(Name of Issuer)
COMMON STOCK
---------------------------------------
(Title of Class of Securities)
248719-106
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(CUSIP Number)
HELEN W. MELMAN, ESQ.
815 MORAGA DRIVE
LOS ANGELES, CALIFORNIA 90049
(310) 472-4191
---------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 19, 1999
---------------------------------------
(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(e), 13d-1(f) or 13d-l(g), check the following
box [ ].
(Continued on following pages)
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SCHEDULE 13D
CUSIP NO. 248719-106
1. NAME OF REPORTING PERSON
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 - N/A
5. CHECK 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 - 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 1,901,350
OWNED BY
EACH REPORTING 9. SOLE DISPOSITIVE POWER - 0
PERSON WITH
10. SHARED DISPOSITIVE POWER - 1,901,350
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,901,350 SHARES OF COMMON STOCK
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
14. TYPE OF REPORTING PERSON - CO
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SCHEDULE 13D
CUSIP NO. 248719-106
1. NAME OF REPORTING PERSON
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 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 - 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 2,915,882
OWNED BY
EACH REPORTING 9. SOLE DISPOSITIVE POWER - 0
PERSON WITH
10. SHARED DISPOSITIVE POWER - 2,915,882
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,915,882 SHARES OF COMMON STOCK
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4%
14. TYPE OF REPORTING PERSON - CO
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SCHEDULE 13D
CUSIP NO. 248719-106
1. NAME OF REPORTING PERSON
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 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 - 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 4,817,232
OWNED BY
EACH REPORTING 9. SOLE DISPOSITIVE POWER - 0
PERSON WITH
10. SHARED DISPOSITIVE POWER - 4,817,232
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,817,232 SHARES OF COMMON STOCK
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.4%
14. TYPE OF REPORTING PERSON - CO
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SCHEDULE 13D
CUSIP NO. 248719-106
1. NAME OF REPORTING PERSON
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 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 - 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 4,817,232
OWNED BY
EACH REPORTING 9. SOLE DISPOSITIVE POWER - 0
PERSON WITH
10. SHARED DISPOSITIVE POWER - 4,817,232
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,817,232 shares of Common Stock
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.4%
14. TYPE OF REPORTING PERSON - CO
5
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Item 1. Security and Issuer.
This Amendment to Statement on Schedule 13D of EBTB II B.V. ("EBTB"),
Euroventures Benelux Team B.V. ("Team"), Euroventures Benelux I B.V.
("Euroventures I") and Euroventures Benelux II B.V. ("Euroventures II")
(individually or collectively, the "Reporting Persons") is filed to report the
beneficial ownership of shares of Common Stock of Dense-Pac Microsystems, Inc.,
a California corporation (the "Company"). The Company's principal business
address is 7321 Lincoln Way, Garden Grove, California 92641.
ITEM 2. IDENTITY AND BACKGROUND.
Each Reporting Person is a corporation organized under the laws of Belgium
whose address is H. Henneaulaan 366, 1930 Zaventem, Belgium. Euroventures I and
Euroventures II are venture capital funds. As the investment manager of each of
Euroventures I and Euroventures II, Team has both voting and investment power
over their shares of the Company's Common Stock but manages each fund's
portfolio independently of the other. Team is the sole "statutory director" of
each of Euroventures I and Euroventures II.
EBTB has indirect beneficial ownership of the shares of Common Stock of the
Company directly owned by Euroventures I and Euroventures II because it owns
100% of Team. EBTB has a 0.13% and 6.25% voting interest, respectively, in each
of Euroventures I and Euroventures II. As the holder of Class B shares of each
of Euroventures I and Euroventures II, EBTB is entitled to 20% of all
distributions to shareholders of each of Euroventures I and Euroventures II
after the Class A shareholders have received a 125% return on their investment.
The partners and sole director and executive officer of each of Team and
EBTB are:
Name: Martijn Kleijwegt
Business address: Joh. Vermeerplein 9
1071 DV Amsterdam
The Netherlands
Position: Executive Director, Partner
Principal occupation: investment manager
Citizenship: Dutch
Name: Roger Claes
Business address: H. Henneaulaan 366
1930 Zaventem
Belgium
Position: Partner
Principal occupation: investment manager
Citizenship: Belgian
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Name: Paul Verdurme
Business address: H. Henneaulaan 366
1930 Zaventem
Belgium
Position: Partner
Principal occupation: investment manager
Citizenship: Belgian
Name: Frits van der Have
Business address: Joh. Vermeerplein 9
1071 DV Amsterdam
The Netherlands
Position: Partner
Principal occupation: investment manager
Citizenship: Dutch
During the last five years, no Reporting Person and no officer, director or
partner of any Reporting Person 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.
Pursuant to an Amended and Restated Loan Agreement dated April 8, 1999,
between the Company and Euroventures II, effective as of November 1, 1999,
Euroventures II converted $600,000 outstanding principal amount of a loan into
331,035 shares of Common Stock of the Company.
On November 14, 1999, warrants to purchase 375,000 shares of Common Stock
at $7.00 per share held by Euroventures II expired unexercised.
ITEM 4. PURPOSE OF TRANSACTION.
Euroventures II acquired the shares upon conversion of the loan for
investment in the ordinary course of its business and not for the purpose of
effecting or changing control of the Company.
As described in Item 5(c) below, Euroventures I has sold shares of Common
Stock in connection with its portfolio management policies and objectives.
Euroventures I has filed Forms 144 relating to the proposed sale of up to
805,129 shares of Common Stock, of which 597,529 shares have been sold as of
December 1, 1999.
Euroventures I and Euroventures II may dispose of Common Stock from time to
time in the open market, in privately negotiated transactions, or otherwise.
Euroventures I and Euroventures II are each incorporated for a limited term and
must liquidate when their term has expired. The term of each fund is currently
set to expire in June 2000, subject to one year extensions if approved by the
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shareholders of each fund. Upon termination, each fund may sell some or all of
its portfolio securities, including Company stock, or distribute such securities
in kind to its shareholders upon liquidation.
Roger Claes, a partner of Team and EBTB, serves as a director of the
Company. Except as stated herein, none of the Reporting Persons has any present
intention to engage in any of the actions contemplated by paragraphs (a) - (j)
of Item 4 to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) The beneficial ownership of the Company's Common Stock by each
Reporting Person is as follows:
<TABLE>
<CAPTION>
Euroventures I Euroventures II Team EBTB
-------------- --------------- ---- ----
<S> <C> <C> <C> <C>
Sole Power to Vote 0 0 0 0
Shared Power to Vote (1) 1,901,350 2,915,882 4,817,232 4,817,232
Sole Power to Dispose 0 0 0 0
Shared Power to Dispose (1) 1,901,350 2,915,882 4,817,232 4,817,232
% Ownership (2) 10.0% 15.4% 25.4% 25.4%
</TABLE>
- -------------
(1) Team is the investment manager of each of Euroventures I and Euroventures
II and has voting and investment power over each fund's shares, but manages
each fund independently of the other. EBTB is the sole shareholder of Team.
Team and EBTB are shown as having beneficial ownership of shares owned by
both Euroventures I and Euroventures II.
(2) Based on 18,612,519 shares outstanding on October 20, 1999 as stated in the
Company's Form 10-QSB for the quarter ended August 31, 1999, plus the
331,035 shares issued to Euroventures II upon conversion of a loan as
described in Item 3.
(c) The Reporting Persons engaged in the following transactions in the past
60 days:
On November 1, 1999 Euroventures II acquired 331,035 shares of Common
Stock on conversion of a loan. See Item 3.
Euroventures I sold the following shares of Common Stock pursuant to
Rule 144 on the Nasdaq market:
Date of Sale No. of Shares Sold Price per share
------------ ------------------ ---------------
10/20/99 1,400 $5.00
10/21/99 1,500 5.00
11/18/99 87,000 5.4063
11/19/99 140,500 6.2727
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Date of Sale No. of Shares Sold Price per share
------------ ------------------ ---------------
10,100 5.6875
11/22/99 159,500 6.7415
11/24/99 32,629 6.7548
11/26/99 109,000 7.3603
11/29/99 48,000 7.3750
11/30/99 7,900 7.1250
(d) The shareholders (including EBTB) of each of Euroventures I and
Euroventures II, which are venture capital funds, will have the right to receive
proceeds from the sale of the Common Stock upon the liquidation of each of such
funds. See Item 4.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to a Registration Rights Agreement dated April 8, 1998,
Euroventures I and Euroventures II have the right to require the Company to
register their shares of Common Stock for resale under the Securities Act of
1933.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Amended and Restated Loan Agreement dated April 8, 1999.*
2. Registration Rights Agreement dated April 8, 1999.*
* Incorporated by reference to Schedule 13D (Amendment No. 4) filed on
April 20, 1999.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Statement is true, complete
and correct. Pursuant to Rule 13d-1(k)(1), we agree that this statement is filed
on behalf of each of us.
EUROVENTURES BENELUX TEAM, B.V.
Date: December 2, 1999 /S/ Martijn Kleijwegt
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Martijn Kleijwegt, Executive Director
EUROVENTURES BENELUX I B.V.
Date: December 2, 1999 /S/ Martijn Kleijwegt
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Martijn Kleijwegt,
Executive Director of
Euroventures Benelux Team
B.V., Managing Director of
Euroventures Benelux I B.V.
EUROVENTURES BENELUX II B.V.
Date: December 2, 1999 /S/ Martijn Kleijwegt
-------------------------------------
Martijn Kleijwegt,
Executive Director of
Euroventures Benelux Team
B.V., Managing Director of
Euroventures Benelux II
B.V.
EBTB II B.V.
Date: December 2, 1999 /S/ Martijn Kleijwegt
-------------------------------------
Martijn Kleijwegt, Executive Director
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