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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
739256-10-5
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(CUSIP Number)
September 15, 1995
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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-1 (b)(3) or (4), check the following box: /X/
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.
(Continued on following pages.)
(Page 1 of 6 Pages)
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CUSIP No. 739256 10 5 13D Page 2
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1 NAME OF REPORTING PERSONS
VENTURE PARTNERS LTD.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [XX]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
CONNECTICUT
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 149,468
PERSON WITH: ---------------------------------------------------------
8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
149,468
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
149,468
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
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14 TYPE OF REPORTING PERSON
CO
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ITEM 1 - SECURITY AND ISSUER
Common Stock ($ .0001 par value) of Power Designs Inc., 250 Executive Drive,
Edgewood, NY 11717 (the "Company").
ITEM 2 - IDENTITY AND BACKGROUND
WITH REGARD TO THE FILER OF THE STATEMENT
a) Venture Partners Ltd. ("Venture Partners" or "Filer"); organized in
Connecticut
b) Business address and Executive Offices at Mill Crossing, 1224 Mill Street,
East Berlin, CT 06023
c) Engaged in investment and consulting
d) No criminal convictions or proceedings
e) No civil proceedings with regard to security laws
f) n/a
WITH REGARD TO THE OFFICERS AND DIRECTORS OF THE FILER
a) Gary M. Laskowski; President and Director of the Filer
b) Business address at Venture Partners Ltd., Mill Crossing, 1224 Mill Street,
East Berlin, CT 06023
c) Engaged in investment and consulting
d) No criminal convictions or proceedings
e) No civil proceedings with regard to security laws
f) United States of America
a) Jonathan D. Betts; Vice President of the Filer
b) Business address at Venture Partners Ltd., Mill Crossing, 1224 Mill Street,
East Berlin, CT 06023
c) Engaged in investment and consulting
d) No criminal convictions or proceedings
e) No civil proceedings with regard to security laws
f) United States of America
ITEM 3 - SOURCE AND AMOUNT OF FUNDS
On September 15, 1995 Venture Partners transferred 1,072,028 Shares of the
Company's Common Stock ("Shares") for no consideration to Millenia Capital
Holdings LLC, and 145,928 Shares to four unrelated individual shareholders in
exchange for loans previously made to the Company.
ITEM 4 - PURPOSE OF TRANSACTION
Venture Partners initiated this transaction with the ultimate goal of
liquidating its holdings in the Company. See description at Item 3 above, which
is incorporated by reference. The remaining Shares held are being held primarily
for investment
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purposes. At the time this transaction was completed, Venture Partners had no
other current plans or proposals to cause the Company to issue securities to any
person or that would result in any person's acquiring securities. However, on
October 11, 1996 the Company, through its subsidiary PDIXF Acquisition Corp.
("PDIXF"), agreed to acquire several product lines of Penril Datacomm Networks,
Inc. and its subsidiaries Constant Power, Inc. and Technipower, Inc. In
financing that acquisition, the Company and PDIXF issued certain debt
instruments and warrants. The acquisition was reported on a Form 8-K dated
October 28, 1996. In addition, Venture Partners may, depending upon market
conditions and other factors, acquire additional Shares in the future or effect
other transactions which would result in any of the actions specified in clauses
(a) through (j) of Item 4 of the Instructions to Schedule 13D. As of the date of
this Filing, no specific plans or proposals had been formulated by Venture
Partners.
Certain statements contained in the paragraph above regarding matters that are
not historical facts, including, among others, statements regarding the Filer's
intentions with regard to its investment plans, are forward looking statements
(as such term is defined in the Securities Act of 1933 and the Securities
Exchange Act of 1934, as amended). Such forward looking statements are not
guarantees of future performance and involve risks, uncertainties and other
factors which may cause actual results, performance or achievements to differ
materially from the future results, performance or achievements expressed or
implied in such forward looking statements.
ITEM 5 - INTEREST IN SECURITIES OF THE ISSUER
(a) Prior to September 15, 1995, the Filer beneficially owned 1,367,426
Shares, including: 810,716 restricted Shares issued by the Company as part
of its bankruptcy reorganization, 407,240 previously registered and
tradeable Shares procured by the Filer from other shareholders, and 149,468
restricted Shares issued to the Filer in exchange for the Filer's
forgiveness of $25,000 in principal of short-term working capital loans.
After the transfer of the aggregate 1,117,956 Shares described at Item 4,
the Filer's beneficial ownership will be reduced to 149,468 Shares, or 6.2%
of the Company's issued and outstanding Shares as computed under Rule
13d-3(d)(1)(i).
In addition to these amounts, Mr. Laskowski owns 10,000 Shares of record
and a pension plan trust for the benefit of Mr. Laskowski and Mr. Betts, of
which they are trustees, owns 200 Shares. Mr. Laskowski and Mr. Betts are
also officers of Millenia Capital Holding LLC, which as of September 15,
1995 owns 1,072,028 Shares, Inverness Corporation, which as of October 11,
1996 owns a warrant convertible into 1,297,963 Shares (as computed under
Rule 13d-3(d)(1)(i)), and BRIL Corporation, which as of October 25, 1996
owns 149,468 Shares.
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(b) As of September 15, 1995:
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Power to Vote Dispositive Power
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Name Sole Shared Sole Shared
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Mr. Laskowski 10,000 2,519,659 (x) 10,000 2,519,659 (y)
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Mr. Betts 0 2,519,659 (x) 0 2,519,659 (y)
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x. Voting power shared between Mr. Laskowski and Mr. Betts.
y. Dispositive power shared among Mr. Laskowski, Mr. Betts and their
spouses.
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The following information is provided as to the spouses of Mr. Laskowski
and Mr. Betts:
a) Deborah Laskowski; shareholder of the Filer
b) Business address at Venture Partners Ltd., Mill Crossing, 1224
Mill Street, East Berlin, CT 06023
c) Engaged in marketing for an unaffiliated company.
d) No criminal convictions or proceedings
e) No civil proceedings with regard to security laws
f) United States of America
a) Kathleen Betts; shareholder of the Filer
b) Business address at Venture Partners Ltd., Mill Crossing, 1224
Mill Street, East Berlin, CT 06023
c) Engaged in underwriting as an employee of an unaffiliated
insurance company.
d) No criminal convictions or proceedings
e) No civil proceedings with regard to security laws
f) United States of America
c) None other than those described at Item 5(a) above.
d) Not applicable.
e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Filer has no current contracts, agreements, understandings or
relationships with any other person with respect to shares of the Company's
common stock or
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other securities, except as described in Items 3 and 4(a), which are
incorporated by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURES
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.
November 7, 1996
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(Date)
VENTURE PARTNERS LTD.
By: /s/ Gary M. Laskowski
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(Signature)
Name: Gary M. Laskowski
Title: President
