SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)
APA OPTICS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
001853 10 0
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(CUSIP Number)
Michele D. Vaillancourt, Esq.
Winthrop & Weinstine, P.A.
3000 Dain Bosworth Plaza, 60 South Sixth Street
Minneapolis, Minnesota 55402
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 26, 1997
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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-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this 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).
(Continued on following page(s))
1 of 5 Pages
<PAGE>
SCHEDULE 13D
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CUSIP NO. 001853 10 0 PAGE ___2___ OF ___5___ PAGES
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1 NAMES OF REPORTING PERSON
Herman H. Lee
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
Not applicable.
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
760,500 shares
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 shares
EACH ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
760,500 shares
PERSON
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WITH 10 SHARED DISPOSITIVE POWER
0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
760,500 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
Not applicable.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.15%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.01 per share,
of APA Optics, Inc. a Minnesota corporation, ("Issuer"), having its principal
executive offices at 2950 NE 84th Lane, Blaine, Minnesota 55434.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the reporting person is Herman H. Lee ("Reporting
Person").
(b) The Reporting Person's address is Route 1, Box 55, Borup, Minnesota
56519.
(c) The Reporting Person's principal occupation is real estate owner
and the name, principal business and address of the corporation in which such
business is conducted is Hidden Lakes Apartments, a North Carolina partnership,
Route 1, Box 55, Borup, Minnesota 56519.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the past five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to 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 is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of the Issuer acquired by the Reporting Person were acquired
with personal funds in the total aggregate amount of approximately $2,264,588.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person holds the Issuer's common stock for investment
purposes. The Reporting Person may, in the future, acquire shares of the
Issuer's common stock and will report any such acquisitions as required by Rule
13d-2(a) under the Securities Exchange Act of 1934 ("Exchange Act").
The Reporting Person does not have any plans or proposals which relate
to or would result in extraordinary corporate transactions affecting the Issuer
(such as a merger, reorganization or liquidation), the sale or transfer of a
material amount of its assets, any change in its present board of directors or
management, any material change in its capitalization or dividend policy, any
other material change in the Issuer's business or corporate structure, any
change in its charter or bylaws or any other actions which may impede the
acquisition of control of the Issuer by any person, causing a class of the
Issuer's securities to cease to be quoted in an inter-dealer quotation system,
the termination of registration of the Issuer's securities under the Exchange
Act, or similar actions or events.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) According to information provided by the Issuer in its Quarterly
Report on Form 10-QSB for the quarter ended September 30, 1997, as of September
30, 1997, there were 8,308,124 shares of the Issuer's common stock outstanding.
At the present time, the Reporting Person beneficially owns an aggregate of
760,500 shares of the Issuer's common stock, constituting 9.15% of the Issuer's
outstanding shares.
(b) The Reporting Person has sole voting power and sole dispositive
power with respect
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<PAGE>
to the 760,500 shares owned by him, all of which are held by him directly. The
filing of this statement shall not be construed as an admission that the
Reporting Person is, for the purpose of Section 13(d) or 13(g) of the Exchange
Act or for any other purposes, the beneficial owner of securities held by or for
the benefit of his spouse or children, and any ownership interest in said
securities is disclaimed.
(c) Information with respect to transactions in the common stock of the
Issuer that were effected by the Reporting Person since October 1, 1997 is set
forth below:
Shares Price
Acquired Per Where
Name of Person Date (Disposed of) Share Transacted
- -------------- ---- ------------- ----- ----------
Reporting Person 10/07/97 1,000 $6.5000 *
Reporting Person 10/13/97 525 $6.6250 *
Reporting Person 10/14/97 475 $6.6875 *
Reporting Person 11/26/97 52,500 $6.7500 **
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* All of these transactions were open market purchases conducted on The Nasdaq
SmallCap Market.
** Acquired from the Issuer upon the exercise of warrants to acquire the
Issuer's common stock.
(d) The Reporting Person's spouse and children do not have the right to
receive dividends from, or the proceeds from the sale of, the shares held by
them or for their benefit. No such person has an interest which relates to more
than 5% of the Issuer's common stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Reporting Person and any other person with
respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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<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.
Dated: December 2, 1997.
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/s/ Herman H. Lee
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Herman H. Lee
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