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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ADMENDMENT NO. 1
SCHEDULE 13G
Under the Securities Exchange Act of 1934
SPATIAL TECHNOLOGY INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
847246-10-5
(CUSIP Number)
Check the following box if a fee is being paid with this statement. |_|
A fee is not required only if the filing 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).
*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 the
disclosures provided in a prior cover page.
The information required in 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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13G
CUSIP No. 847246-10-5
1. Name of Reporting Person:
(a) Nazem & Company II, L.P. (13-3317664);
(b) Nazem & Associates II, L.P. (13-3317769);
(c) Fred Nazem (###-##-####)
2. Check the Appropriate Box if a Member of a Group
(a) |X|
(b) |_|
3. SEC Use Only
4. Citizenship or Place of Organization:
(a) Delaware; (b) Delaware; (c) United States;
Number of Shares Beneficially Owned by Each Reporting Person with:
5. Sole Voting Power:
(a) 1,787,285; (b) 1,787,285; (c) 1,818,951
6. Shared Voting Power:
(a) 0 shares;(b) 0 shares; (c) 0 shares;
7. Sole Dispositive Power:
(a) 1,787,285; (b) 1,787,285; (c) 1,818,951
8. Shared Dispositive Power:
(a) 0 shares; (b) 0 shares; (c) 0 shares
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
(a) 1,787,285; (b) 1,787,285; (c) 1,818,951
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
|_|
11. Percent of Class Represented by Amount in Row 9:
(a) 23.9%; (b) 23.9%; (c) 24.3%
12. Type of Reporting Person:
(a) PN; (b) PN; (c) IN
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Item 1.
(a) Name of Issuer: Spatial Technology Inc.
(b) Address of Issuer's Principal Executive Offices:
2425 55th Street
Building A
Boulder, CO. 80301
Item 2.
(a) Name of Person Filing: Nazem & Company II, L.P.
Nazem & Associates II, L.P.
Fred Nazem
(b) Address of Principal Business Office:
645 Madison Avenue
New York, New York 10022-1010
(c) Citizenship: Nazem & Company II, L.P.-Delaware
Nazem & Associates II, L.P.-Delaware
Fred Nazem -- United States
(d) Title of Class of Securities:
Common Stock, $.01 par value
(e) CUSIP Number: 847246-10-5
Item 3. Not applicable.
Item 4. Ownership
(a) Amount Beneficially Owned:
1,787,285 shares (Nazem & Company II, L.P.)
1,787,285 shares (Nazem & Associates II, L.P.)
1,818,951 shares (Fred Nazem)
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(b) Percent of Class:
23.9% (Nazem & Company II, L.P.)
23.9% (Nazem & Associates II, L.P.)
24.3% (Fred Nazem)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,787,285 (Nazem & Company II, L.P.);
1,787,285 (Nazem & Associates II, L.P.);
1,818,951 (Fred Nazem);
(ii) shared power to vote or to direct the vote:
0 shares (Nazem & Company II, L.P.);
0 shares (Nazem & Associates II, L.P.)
0 shares (Fred Nazem)
(iii) sole power to dispose or to direct the disposition of:
1,787,285 (Nazem & Company II, L.P.);
1,787,285 (Nazem & Associates II, L.P.);
1,818,951 (Fred Nazem)
(iv) shared power to dispose or to direct the disposition of:
0 shares (Nazem & Company II, L.P.);
0 shares (Nazem & Associates II, L.P.);
0 shares (Fred Nazem)
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
See Exhibit 1.
Item 9. Notice of Dissolution of Group:
Not applicable.
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Item 10. Certification:
SIGNATURE
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.
Date: February 12, 1998
NAZEM & COMPANY II, L.P.
By: NAZEM & ASSOCIATES II, L.P.
Title: General Partner of Nazem & Company II, L.P.
By: /s/ Fred Nazem
--------------------------------
Fred Nazem
Managing General Partner of
Nazem & Associates II, L.P.
NAZEM & ASSOCIATES II, L.P.
By: /s/ Fred Nazem
--------------------------------
Fred Nazem
Managing General Partner
/s/ Fred Nazem
--------------------------------
Fred Nazem
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EXHIBIT 1
IDENTITY OF MEMBERS OF GROUP
The group is composed of three members -- Nazem & Company II, L.P., a
Delaware limited partnership; Nazem & Associates II, L.P., a Delaware limited
partnership and Fred Nazem, an individual and United States citizen. Mr. Nazem
is the managing general partner of Nazem & Associates II, L.P., a Delaware
limited partnership which is the general partner of Nazem & Company II, L.P.
Nazem & Company II, L.P owns 1,787,285 shares of Common Stock, and Mr. Nazem
owns 31,666 shares of Common Stock directly. Due to his status as the managing
general partner of Nazem & Associates II, L.P., Mr. Nazem may be deemed to be
the beneficial owner of the 1,787,285 shares of Common Stock held by Nazem &
Company II, L.P. However, Mr. Nazem disclaims beneficial ownership as to such
shares.
This amendment has been filed to reflect the distribution of 362,673
shares of Common Stock held by Nazem & Company L.P. on December 9, 1997. Mr.
Nazem is the managing general partner of Nazem & Associates L.P. which is the
general partner of Nazem & Company L.P. Nazem & Company L.P. no longer holds any
Common Stock of Spatial Technology, Inc.
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EXHIBIT 2
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1)(iii), we the undersigned agree that this
Statement on schedule 13G, to which this Joint Filing Agreement is attached as
Exhibit 2, is filed on behalf of each of us.
Dated: February 12, 1998
NAZEM & COMPANY II, L.P.
By: NAZEM & ASSOCIATES II, L.P.
Title: General Partner of Nazem & Company II, L.P.
By: /s/ Fred Nazem
--------------------------------
Fred Nazem
Managing General Partner of
Nazem & Associates II, L.P.
NAZEM & ASSOCIATES II, L.P.
By: /s/ Fred Nazem
--------------------------------
Fred Nazem
Managing General Partner
/s/ Fred Nazem
--------------------------------
Fred Nazem
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