<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
739256-10-5
- --------------------------------------------------------------------------------
(CUSIP Number)
October 25, 1996
- --------------------------------------------------------------------------------
(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 Pages)
<PAGE>
CUSIP No. 739256-10-5 13D Page 2
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
VENTURE PARTNERS LTD.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [XX]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CONNECTICUT
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 0
PERSON WITH: -------------------------------------------------------
8 SHARED VOTING POWER
-------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE>
Page 3
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 October 25, 1996 Venture Partners transferred 149,468 Shares of the
Company's Common Stock ("Shares") for $25,000 to BRIL Corporation.
ITEM 4 - PURPOSE OF TRANSACTION
Venture Partners initiated this transaction in order to liquidate its
holdings in the Company. See description at Item 3 above, which is incorporated
by reference. 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
<PAGE>
Page 4
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 October 25, 1996, the Filer beneficially owned 149,468
restricted Shares, which were 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 149,468 Shares described at
Item 4, the Filer's beneficial ownership will be reduced to zero Shares.
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 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.
(b)
- --------------------------------------------------------------------------------
Power to Vote Dispositive Power
- --------------------------------------------------------------------------------
Name Sole Shared Sole Shared
- --------------------------------------------------------------------------------
Mr. Laskowski 10,000 2,519,659 (x) 10,000 2,519,659 (y)
- --------------------------------------------------------------------------------
Mr. Betts 0 2,519,659 (x) 0 2,519,659 (y)
- --------------------------------------------------------------------------------
x. Voting power shared between Mr. Laskowski and Mr. Betts.
y. Dispositive power shared among Mr. Laskowski, Mr. Betts and their
spouses.
<PAGE>
Page 5
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) As of October 25, 1996, the Filer has ceased to be the owner of more than
five percent of the Shares.
<PAGE>
Page 6
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 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 11, 1996
------------------------------
(Date)
VENTURE PARTNERS LTD.
By: /s/ Gary M. Laskowski
------------------------------
(Signature)
Name: Gary M. Laskowski
Title: President
