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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
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: / /
Check the following box if a fee is being paid with the statement /X/.
(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:
MILLENIA CAPITAL HOLDINGS LLC.
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 --------------------------------------------------
PERSON WITH: 8 SHARED VOTING POWER
1,072,028
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9 SOLE DISPOSITIVE POWER
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10 SHARED DISPOSITIVE POWER
1,072,028
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,072,028
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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)
44.8%
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14 TYPE OF REPORTING PERSON
CO
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ITEM 1 - SECURITY AND ISSUER
Common Stock ($ .01 par value) of Power Designs Inc., 250 Executive Drive,
Edgewood, New York, 11717 (the "Company").
ITEM 2 - IDENTITY AND BACKGROUND
THE FILER
(a) MILLENIA CAPITAL HOLDINGS LLC ("Millenia") is a Connecticut limited
liability corporation.
(b) Millenia's principal business address and Executive Offices are
located at Mill Crossing, 1224 Mill Street, East Berlin, CT 06023.
(c) Millenia's principal business is investment and investment holding
company.
(d) During the last five years, Millenia has not been convicted of any
crime required to be reported under Item 2(d) of the Instructions to
Schedule 13D.
(e) Millenia has not been a party to any civil proceeding during the last
five years in which violations of federal or state securities laws
were alleged.
(f) not applicable
WITH REGARD TO THE OFFICERS AND DIRECTORS OF THE FILER
a) Gary M. Laskowski; Managing Member 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; Managing Member 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
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ITEM 3 - SOURCE AND AMOUNT OF FUNDS
On September 25, 1995 Millenia received 1,072,028 Shares of the Company's Common
Stock ("Shares") for no consideration from Venture Partners, Ltd.
ITEM 4 - PURPOSE OF TRANSACTION
Venture Partners, Ltd. 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 Shares Millenia acquired are being held
primarily for investment purposes. At the time this transaction was completed,
Millenia 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, Millenia 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 Millenia.
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) As of September 15, 1995, Millenia beneficially owns 810,716
restricted Shares and 261,312 freely tradeable Shares. The aggregate,
1,072,028 Shares, constitutes 44.8% of the issued and outstanding Shares of
the Issuer, as computed under Rule 13d-3(d)(1)(i).
In addition to these amounts, Mr. Laskowski owns 10,000 Shares of Common
Stock 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 Inverness Corporation, which as of
October 11, 1996 owns a warrant convertible into 1,297,963 Shares (as
computed under
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Page 5
Rule 13d-3(d)(1)(i)), and of BRIL Corporation, which as of October 25, 1996
owns 149,468 Shares.
(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.
___________________
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.
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Item 6 -CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Millenia 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
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(Date)
MILLENIA CAPITAL HOLDING LLC
By:/s/ Gary M. Laskowski
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(Signature)
Name: Gary M. Laskowski
Title: Managing Member
