UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Navtech, Inc.
(formerly Compuflight, Inc.)
(Name of Issuer)
Common Stock, $.001 Par Value
(Title of Class of Securities)
63935 10 0
(CUSIP Number)
Fred S. Skolnik, Esq.
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue, East Meadow, NY 11554
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 14, 2000
(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 [ ]
*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>
SCHEDULE 13D
CUSIP No. 63935 10 0 Page 2 of 5 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
St. Andrews Capital Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES 7 SOLE VOTING POWER
304,251
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
-0-
EACH REPORTING 9 SOLE DISPOSITIVE POWER
304,251
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
304,251
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
Item 1. Security and Issuer.
The Reporting Person is making this statement in reference to shares of
Common Stock, par value $.001 per share (the "Common Stock"), of Navtech, Inc.,
formerly Compuflight, Inc., a Delaware corporation (the "Issuer"). The address
of the Issuer's principal executive offices is 2400 Garden Road, Monterey,
California 93940.
Item 2. Identity and Background.
The Reporting Person is making this statement pursuant to Rule
13d-1(a).
(a) Name:
St. Andrews Capital Limited Partnership
(b) Residence or business address:
275 Slater Street
Suite 2002
Ottawa, Ontario, Canada K1P 5H9
(c) The Reporting Person is an investment limited partnership.
(d) The Reporting Person has not been convicted in a criminal
proceeding in the last five years.
(e) The Reporting Person has not, during the last five years, 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 finding any violation with respect to such
laws.
(f) The Reporting Person was organized under the laws of the
state of California.
Item 3. Source and Amount of Funds or Other Consideration.
See Item 4 hereof.
Item 4. Purpose of Transaction.
On January 14, 2000, the principal amount of a loan made by the
Reporting Person to the Issuer became convertible, effective February 1, 2000,
into shares of Common Stock of the Issuer at a conversion price of $.375 per
share (the "Loan"). As of January 14, 2000, the outstanding principal amount of
the Loan was $114,094. Such principal amount is convertible, effective
3
<PAGE>
February 1, 2000, into 304,251 shares of Common Stock of the Issuer. The Loan
bears interest at the rate of 10% per annum and is to be repaid in monthly
installments through September 30, 2001. As installments of principal are paid,
the number of shares issuable upon conversion of the principal amount will be
reduced. The Reporting Person used funds invested in the Reporting Person to
make the Loan.
Subject to and depending upon prevailing market prices, the Reporting
Person may choose to convert the Loan into shares of Common Stock and/or
purchase shares of Common Stock from time to time in the open market, in
privately negotiated transactions with third parties, or otherwise. In addition,
depending upon prevailing conditions, the Reporting Person may determine to
dispose of in the open market, in privately negotiated transactions with third
parties, or otherwise, shares of Common Stock acquired by it.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person holds 304,251 shares of Common Stock issuable
upon the conversion of the outstanding principal amount of the Loan, which
represents 13.2% of the total shares of Common Stock of the Issuer outstanding
as of December 31, 1999.
The percentage for the Reporting Person was calculated using as the
denominator the sum of (i) the 304,251 shares of Common Stock issuable upon the
conversion of the outstanding principal of the Loan and (ii) the 2,001,980
shares of Common Stock of the Issuer outstanding as of December 31, 1999.
(b) The Reporting Person has sole voting and dispositive power with
respect to the 304,251 shares of Common Stock beneficially owned by it.
(c) None.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
See Item 4 hereof.
Item 7. Material to be Filed as Exhibits.
None.
4
<PAGE>
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: January 21, 2000
ST. ANDREWS CAPITAL LIMITED
PARTNERSHIP
By: ST. ANDREWS TECHNOLOGY
ASSOCIATES, INC., General Partner
By: /s/ Duncan Macdonald, President
-------------------------------------
Duncan Macdonald, President
5
